Exhibit 10.1



                                LEASE AGREEMENT

     THIS LEASE is made and  entered  into this 15th day of July,  1995,  by and
between SEQUOIA TRUST, a Nevada trust,  hereinafter called "Lessor" and ATLANTIC
PACIFIC TRUST, a Nevada Trust, hereinafter called "Lessee".

     Lessor, for and in consideration of the covenants and agreements  contained
in this Lease, hereby leases to Lessee for the term and purposes hereinafter set
forth,  all that certain  property  sometimes  hereinafter  referred to as "said
property"  in the  County  of  Kern,  State  of  California,  more  particularly
described in Exhibit "A", attached hereto and made a part hereof, and Lessor and
Lessee agree as follows:

     Lessor  reserves  the  right to use  said  property  for any and all  other
purposes  consistent  with Lessee's use of said property for the purposes herein
leased.

     1.   This Lease is made for the sole  purpose of  exploration,  development
and  operation  of mines,  and  extraction,  reducing,  extraction,  selling and
shipping any and all precious metals and other commercially valuable substances,
whether similar or dissimilar,  hereinafter  referred to as "leased substances",
contained  therein,  subject  to the  exceptions,  reservations,  covenants  and
conditions in this lease.  Lessee shall have the exclusive right to mine for the
leased substances.

     2.   The term of this Lease shall be from July 15,  1995 to July 15,  2000,
and may be renewed  for like terms by mutual  consent by Lessee and  Lessor,  so
long thereafter as leased substances are being mined, processed or marketed from
said  property on a continuous  basis with no cessation of  operations  for more
than one hundred twenty (120)  consecutive  days.  Lessee shall pay monthly,  to
Lessor, a Lease payment of three thousand  ($3,000.00) per month during the term
of this Lease, to paid on the 15th of the month. Additionally,  Lessee shall pay
to Lessor an actual  royalty  payment of twelve percent (12%) of the gross value
of metals and other leased  substances  recovered from the refining of ores from
said properties on the 1st and the 15th of each month.  Actual royalty  payments
on other leased  substances  shall be paid to Lessor in kind or in cash from the
sale of other leased substances.

     Lessee shall,  within ten (10) days after the  expiration of each and every
pay period during the term hereof, pay the additional actual royalties to Lessor
and  furnish  Lessor  full  and  complete  copies  of all  documents,  including
settlement for any ore, mineral,  metal or other leased  substances  disposed of
and also full and complete  reports of any reduction works or mill where the ore
may be reduced or  treated,  for the  preceding  pay  period  including  but not
limited to the following information:

     (a)  The disposition  made of all ore or minerals mined,  together with the
          date of shipments, names and addresses of consignees and weights.

     (B)  The kind,  quantity and value of all leased  substances  extracted and
          sold or otherwise disposed of.


                                                                    Exhibit 10.1
<PAGE>


     (c)  Monthly work progress report indicating all work performed each month.

     (d)  Lessee shall make available to Lessor, its agents and  representatives
          copies  of all assay  reports,  drill  hole  logs and all  other  data
          assembled as an aid in determining the location,  quantity and quality
          of all mineral  deposits (i.e.  deposits of leased  substances on said
          property.)

     3.   Lessee  shall work said  property  in a manner  consistent  with good,
prudent  economical  mining  practices,  to  mine  the  greatest  amount  of ore
possible,  with due regard to the development and  preservation of said property
as a workable  mine.  Lessee shall perform  continuously  and diligently in good
faith, in an active and substantial  way,  exploration and mining work upon said
leased  property  directed  toward the discovery  and  production of said leased
substances.

     4.   The  obligations  of Lessee under this Lease shall be  suspended  only
while  Lessees'  compliance  is prevented by the elements,  accidents,  strikes,
lockouts, riots, delays in transportation,  inability to secure materials in the
open market,  or by any other  causes  beyond the  reasonable  control of Lessee
whether  similar or  dissimilar  to the  causes  specifically  mentioned  except
government  intervention and receiverships caused by government  intervention or
bankruptcy.  Lessee shall give Lessor prompt written notice of the  commencement
and cessation of any such event.

     5.   Lessee  shall keep a full set of accounts,  records,  and maps showing
location of working  places and shall allow Lessor,  or its agents or employees,
to examine them from time to time.  Lessee shall allow Lessor to enter upon said
property and into any working,  mills or reduction  works  thereon,  or wherever
mineral or metal  bearing  materials  from said property may be worked or leased
substances  reduced,  for the purpose of  inspections  to ascertain  whether the
terms and  conditions of this lease are being  properly  performed,  and to take
samples and to make tests and measurements and to affix notices.

     6.   Lessee  shall  do any and all  work  necessary  to  safeguard  against
accidents and to properly  conserve said  property and leased  substances,  in a
first-class  manner,  compatible with safe and economical mining practices,  and
Lessee shall keep all workings in which ore is exposed, clear of all loose rock,
earth and rubbish and shall keep all surface openings securely covered or fenced
against livestock and wildlife.

     7.   In the operation and development of said property, Lessee shall comply
with and observe all  applicable  laws and  governmental  rules and  regulations
including,  but not  limited to,  Employer's  Liability,  Workers  Compensation,
Worker's   Unemployment   Insurance  and  all  environmental   laws,  rules  and
regulations.  Lessee shall  indemnify and hold harmless  Lessor from and against
the payment of all damages,  claims,  costs and expenses due to the existence of
such laws,  rules and  regulations,  and of all  claims,  costs and  expenses in
connection  therewith under any claim of subrogation or otherwise.  Lessor shall
indemnify and hold harmless  Lessee from and against the payment of all damages,
claims,  cost and  expenses  due to any acts or  conduct of Lessor or any person
claiming  through  Lessor,  occurring  prior to the date the term of this  Lease
commences including, but not limited to, any violation of any environmental law,
rule or regulation and in addition,  by reason of the existence,  as of the date


                                                                    Exhibit 10.1
<PAGE>


of this Lease, of any hazardous or toxic waste on the property.

     8.   Lessee  shall  not  divert  or  obstruct  any  stream of water on said
property,  cannot divert any water from said  property,  except that Lessee may,
subject to existing rights and statutes and regulations,  use any unappropriated
water reasonably required for such mining operation.  Lessee shall not interfere
with,  destroy or remove any fences or on  enclosing  said  property,  not leave
gates open, nor interfere with livestock grazing within such enclosures.  Lessee
shall no do or suffer to be done in or upon said property any act or thing which
is or may be a nuisance  and Lessee  shall not use or permit  others to use said
property,  or any part hereof,  for any unlawful or immoral purposes.

     9.   Lessee may construct, maintain and use such roads, ditches, buildings,
fixtures and machinery on, through and upon Said property as may be necessary or
convenient in carrying on exploration, milling and or mining operation.

     10.  Lessor  may  post  and  maintain   upon  said   property   notices  of
non-responsibility  as provided by law. Lessee shall pay in full all persons who
perform labor or services on, furnish materials joined or affixed to, or provide
equipment for said property, or for the construction,  reconstruction, repair or
replacement  of any  structure  or  improvement  on said  property,  at Lessee's
instance  or  request.  Lessee  shall not permit or suffer  liens of any kind of
nature to be enforces against said property for such labor, services,  materials
or equipment.  Lessor may pay such amount as may be required to release any such
lien or liens,  to defend any action brought  thereon,  or to satisfy a judgment
entered  therein.   Lessee  shall  reimburse  Lessor  for  all  costs,  damages,
reasonable  attorney  fees and amount paid by Lessor in defending  such actions,
releasing said liens or satisfying judgments thereon.

     11.  Lessee shall pay, prior to delinquency, all tax and assessments levied
and  assessed on the  mineral and mining  rights  hereby  leased,  and on all of
Lessee's personal property and improvements on said property which become a lien
on said property  during the term of this Lease,  and any and all  production or
severance  taxes  computed or based upon  production  from said property  except
Lessor shall pay all taxes due and payable up on the royalty portion.  If Lessee
pays taxes on the royalty  portion,  Lessee may reimburse  itself for such taxes
from the  royalties.  If not said so paid by Lessee,  Lessor may, at its option,
pay such  taxes and  assessments  which are  liens on said  property,  or on the
mineral and mining rights,  and any penalties and interest  thereon,  and Lessee
shall  reimburse  Lessor on demand in the full amount of such  payments.  Lessee
shall pay, as and when the same become due and payable,  and save and  indemnify
Lessor from and against, all taxes and assessments which are assessed and levied
on said property or portion thereof, on all minerals and ores produced therefrom
pursuant to the provisions hereof or on all property or improvements that may be
placed or  installed  thereon by or under  Lessee,  during the period this lease
shall remain in effect.  In the event that this lease is  terminated in whole or
in part prior to the date when taxes and assessments on the said property become
due  and  payable,  Lessee  shall,  on such  termination,  pay to  Lessor  a sum
equivalent to the taxes levies upon the part of said property so terminated  for
the first fiscal tax year  immediately  preceding  the current  fiscal tax year,
prorated to the date of such termination. Lessee shall not permit or suffer said
property or any part thereof,  of any mineral and ores mined  therefrom,  or any
improvements  or  personal  property  thereon,  to be sold at any  time for such
taxes. Notwithstanding the above provisions, Lessees shall not be liable for any


                                                                    Exhibit 10.1
<PAGE>


taxes and assessments  levies upon the rights reserved  hereunder by Lessor, its
successors and assigns.

     12.  Lessor shall not be liable, from any cause whatsoever,  for any injury
to or death of any  officer,  agent or employee of Lessee,  or any other  person
whomsoever,  while upon or in proximity to said property in connection  with the
business  of Lessee,  or for loss or  destruction  of or damage to any  property
owned by or in the  custody or control of Lessee or any other  person or persons
whomsoever,  brought,  stored or places upon or in proximity to said property in
connection  with the business of Lessee.  Lessee hereby  releases and discharges
and shall  indemnify  and save  harmless,  Lessor  from and  against  any an all
claims,  liability,  demands, causes of action , costs and expenses for injuries
to or  deaths  of all  persons  and  loss or  destruction  of or  damage  to all
property, caused by or arising out of the exercise of their rights hereunder.

     13.  Lessor represents to Lessee that the property covered by this Lease is
encumbered  by a senior  first  Trust  Deed in the amount of  $60,000.00  (sixty
thousand  dollars).  Lessor agrees to indemnify,  save and hold harmless  Lessee
from any  damage,  loss or expense or  whatever  kind or nature by reason of any
such senior  encumbrance,  it being understood and agreed that Lessee shall have
no  obligation  thereof  and Lessor  covenants  to fully and timely  perform all
obligations secured thereby.

     14.  Upon  breach by Lessee of any of the terms,  covenants  conditions  of
this Lease and Lessee's  failure to remedy the default  within  thirty (30) days
after written notice from Lessor to do so, then at the option of Lessor,  notice
of the  exercise of which shall be given to Lessee in writing,  this Lease shall
forthwith  cease and  terminate and all rights of Lessee in and to said property
shall be at an end,  whereupon  Lessee shall vacate said  property and peaceably
surrender  possession  thereof to Lessor.  The waiver by Lessor of any breach of
any covenant or condition  thereof  shall not be deemed a waiver of any other or
subsequent  breach  hereof not of any other  covenant or condition  hereof.  The
acceptance of payments hereunder by Lessor shall not be deemed to be a waiver of
any preceding breach by Lessee or any covenant or condition  hereof,  other than
the failure of Lessee to pay such particular payment so accepted,  regardless of
Lessor's  knowledge of such  preceding  breach at the time of acceptance of such
payment.

     15.  If Lessee is adjudicated as bankrupt,  or shall make an assignment for
the benefit of creditors,  or file a voluntary petition under any law having for
its purpose the  adjudication of Lessee a bankrupt,  or the extension of time of
payment, composition,  adjustment,  modification,  settlement or satisfaction of
liabilities of Lessee,  or a receiver be appointed for the property of Lessee by
reason of the  insolvency  of Lessee,  notwithstanding  anything to the contrary
elsewhere  in  this  Lease,  or  any  stoppage  by  governmental   agencies,  or
non-operation  on a continuous basis over one  hundred-twenty  (120) days or any
other  government  agency taking  receivership.  Lessor shall have the immediate
right to terminate  this Lease and to take  exclusive  possession  of the leased
premises.  The  acceptance  of royalty  or other  payments  hereunder  shall not
constitute  a waiver of  Lessor's  right to  terminate  this  Lease as above set
forth.

     16.  If suit or action is brought to interpret  or enforce this Lease,  the
prevailing  party shall be entitled to be awarded  reasonable  attorney  fees in


                                                                    Exhibit 10.1
<PAGE>


addition to other costs and  disbursements  allowed by law,  including  the same
with respect to an appeal.

     17.  Lessee  shall pay to Lessor  interest at the rate of two percent  (2%)
per month  upon any and all  amounts  whatsoever  due under this Lease to Lessor
from the date payment of each such amount is due and owing to Lessor or form the
date of each breach by Lessee of an obligation hereunder, as the case may be, to
the date of  receipt  by Lessor of each  payment of said  amounts,  unless  such
payment is tendered or paid to Lessor  within  thirty (30) days after the date a
payment is due and owing hereunder to Lessor or the date of such breach,  as the
case may be.

     18.  Any demand,  notice or  statement  herein  requested or required to be
given by one party to the other  shall be in writing.  Delivery of such  written
demand, deposited in the United States Mail, with postage thereon fully prepaid,
certified,  return receipt requested and addressed to Lessor at 4750 Kelso Creek
Road, Weldon, CA, 93283, and the payments by Lessee to Lessor hereunder shall be
made at the above  address.  Delivery of such  demand,  notice or  statement  to
Lessee shall be  conclusively  deemed  sufficient  when  deposited in the United
States Mail,  with postage  thereon fully  prepaid,  certified,  return  receipt
requested and addressed to Lessee at 4750 Kelso Creek Road, Weldon, Calf. 93283.
Any party may change by written notice as above  provided,  the address to which
such  demands,  notices or  statements  to such party may be sent and Lessor may
change the address at which payments shall be made by written notice to Lessee.



     19.  Lessee may at any time  surrender- and terminate this Lease,  in whole
as to any one or more patented mining claims, upon giving ninety (90) day notice
in writing to Lessor to that effect and paying all  royalties and any other sums
due on the property to the date of surrender or termination.

     20.  Upon  termination of this lease in any manner,  Lessee shall surrender
and deliver unto Lessor the quiet and peaceful  possession  of said  property in
neat,  clean, and safe condition and shall quitclaim to Lessor all of the right,
title and interest of Lessee in said  property.  Lessee shall  provide with each
quitclaim,  upon demand by Lessor, a title report issued by a responsible  title
company  covering the property so quit claimed as of the date of  recordation of
the  quitclaim.  If such  title  report  discloses  any  encumbrances  or  liens
affection  title to said property  done,  made or suffered by Lessee,  or anyone
claiming  under  Lessee,  Lessee  shall take such steps as may be  necessary  to
extinguish  such  encumbrances  or lien,  failing  in which  Lessor may do so at
Lessee's cost and expense,  including  reasonable  attorney fees, which cost and
expense Lessee shall pay to lessor upon Lease demand.  Upon  termination of this
Lease,  Lessee may remove  all  machinery,  tools  appliances  and all  personal
property placed upon said premises by Lessee,  provided no default shall at such
time  exist  in  respect  of any  payments,  or in  respect  of  any  covenants,
agreements  or  conditions  to be kept and  performed  by Lessee;  and  provided
further that all timbering supports, track, pipe, electrical and paneling within
mines shall be left in good  condition  when the Lessee may vacate the premises,
or  this  Lease  be  terminated;   also  provided  that  all  machinery,  tools,
appliances,  and all personal  property  remaining on said premises  thirty (30)
days after the termination (by notice or otherwise) of this Lease,  shall become
the  property  of Lessor  and shall not be  removed  therefrom  by  Lessee.  All


                                                                    Exhibit 10.1
<PAGE>


permanent  structures  and  buildings  shall not be  removed by Lessee and shall
become the sole property of the Lessor.

     21.  If there is more  than  one  person  named  as  Lessee,  the  Lessee's
obligations  shall be joint and several and the term  "Lessee"  wherever used in
this Lease  shall,  unless  otherwise  specified,  include the plural as well as
singular.

     22.  This  instrument is intended as, and is, a lease.  Lessor shall not be
called upon or be required to make any  repairs,  or .incur any  expenses of any
kind or nature upon or in connection  with said property for and during the term
of this Lease, but all such expenses shall be borne by Lessee.

     23.  Lessor shall deliver to Lessee all maps,  assay  reports,  engineering
reports,  geological reports and all other documents and information  pertaining
to said  property  within  fifteen  (15)  days  after  execution  of this  lease
agreement.

     24.  Time and specific performance are of the essence of this Lease.

     27.  Lessee shall not assign this Lease, or any interest  therein,  without
the prior written  consent of Lessor and any attempted  assignment  without such
consent  shall be null and void.  The consent to one  assignment by Lessor shall
not be deemed to be a consent to  subsequent  assignment.  This Lease shall not,
nor shall any interest therein, be assignable, as the interest of the Lessee, by
operation  of law,  without  the prior  consent of Lessor.  However,  Lessee may
contract with third parties to perform Lessee's  obligations under this Lease on
such terms determined by Lessee, without the prior consent of lessor,  providing
the third party  contractor  abides by all of the terms and  conditions  of this
Lease and that the Lessor is notified in writing of the third party contractor.

     28.  The  provisions  contained in this Lease shall inure to the benefit of
and be binding upon the respective heirs,  administrators,  executors,  personal
representatives, successors and assigns of the parties.

     IN WITNESS  WHEREOF,  the parties have executed this Lease  agreement as of
the date first herein written.

LESSOR: SEQUOIA TRUST

/s/ Joyce J. Pellet
-------------------------------------
Joyce J. Pellet, Trustee in Trust
Sequoia Trust


LESSEE: ATLANTIC PACIFIC TRUST


/s/ Steven B. Mortensen
------------------------------------
Steven B. Mortensen, Trustee in Trust
Atlantic Pacific Trust


                                                                    Exhibit 10.1


<PAGE>
                                            
RECORDING REQUESTED BY                    James Maple, Assessor-Recorder
CHICAGO TITLE COMPANY                     Kern County Official Records  Pages:1
AND WHEN RECORDED MAIL THIS                                            5/31/1996
DEED AND , UNLESS OTHERWISE               DOCUMENT #:0196069954         8:01:00
SHOWN BELOW, MAIL TAX STATEMENT
TO:

NAME:WILLIAM M. MORELAND & JOYCE
JANE PELLETT, TRUSTEES IN TRUST
OF SEQUOIA TRUST

STREET ADDRESS: 4750 KELSO CREEK ROAD
CITY & STATE:   WELDON, CA  93283
ZIP:                                                          Fees....7.00
                                                              Taxes...
                                                              Other...
Title Order No. B647146                                       Total Paid...7.00

                                   Grant Deed
          ------------------------------------------------------------
THE UNDERSIGNED GRANTOR(S) DECLARE(S)         DEED TO A TRUST NOT
                                              PURSUANT TO A SALE AND IS
                DOCUMENTARY TRANSFER TAX IS $ EXEMPT.
                [X] unincorporated area  [ ] City of______________
                Parcel No. 095-270-03-00
                [X] computed on full value of interest or property
                conveyed, or
                [ ] computed on full value less value of liens
                or encumbrances remaining at time of sale, and

      FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
      JOYCE PELLETT, A SINGLE WOMAN,

hereby GRANT(S) to

      WILLIAM M. MORELAND AND JOYCE JANE PELLETT, AS TRUSTEES IN TRUST OF THE
      SEQUOIA TRUST, BY TRUST INDENTURE DATED JANUARY 10, 1991

the following described real property in the
county of   KERN , state of California:

     LOT 39 IN SECTIONS 17 AND 18, (FORMERLY  SURVEYED AS IN SECTIONS 7 AND 8 ),
     TOWNSHIP 28 SOUTH, RANGE 34 EAST, MOUNT DIABLO MERIDIAN,  ALSO KNOWN AS THE
     PIUTE QUARTZ MINING CLAIM.

Dated  May 30, 1996                             /s/ Joyce Pellett
       -------------
STATE OF CALIFORNIA
COUNTY OF  Kern       }S.S.
On  May 30, 1996  before me,
Marilyn Hoffman
a Notary Public in and for said County and State,
personally appeared Joyce Pellett

WITNESS my hand and official seal               (Notary Seal)

/s/ Marilyn Hoffman

                                                                    Exhibit 10.1
<PAGE>

RECORDING REQUESTED BY                    James Maple, Assessor-Recorder
CHICAGO TITLE COMPANY                     Kern County Official Records  Pages:1
AND WHEN RECORDED MAIL THIS                                            5/31/1996
DEED AND , UNLESS OTHERWISE               DOCUMENT #:0196069953         8:01:00
SHOWN BELOW, MAIL TAX STATEMENT
TO:

NAME:WILLIAM M. MORELAND & JOYCE
JANE PELLETT, TRUSTEES IN TRUST
OF SEQUOIA TRUST

STREET ADDRESS: 4750 KELSO CREEK ROAD
CITY & STATE:   WELDON, CA  93283
ZIP:                                                          Fees....     7.00
                                                              Taxes...
                                                              Other...
Title Order No. B647146                                  Total Paid...     7.00

                                   Grant Deed
          ------------------------------------------------------------
THE UNDERSIGNED GRANTOR(S) DECLARE(S)         DEED TO A TRUST NOT
                                              PURSUANT TO A SALE AND IS         
                DOCUMENTARY TRANSFER TAX IS $ EXEMPT.
                [X] unincorporated area  [ ] City of______________
                Parcel No. 095-270-03-00
                [X] computed on full value of interest or property
                conveyed, or
                [ ] computed on full value less value of liens
                or encumbrances remaining at time of sale, and

      FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
      JOYCE PELLETT, A SINGLE WOMAN,

hereby GRANT(S) to

      WILLIAM M. MORELAND AND JOYCE JANE PELLETT, AS TRUSTEES IN TRUST OF THE
      SEQUOIA TRUST, BY TRUST INDENTURE DATED JANUARY 10, 1991

the following described real property in the
county of   KERN , state of California:

     LOT 38 IN SECTIONS 18,  (FORMERLY  SURVEYED AS IN SECTIONS 7),  TOWNSHIP 28
     SOUTH, RANGE 34 EAST, MOUNT DIABLO MERIDIAN, ALSO KNOWN AS THE OPHIR QUARTZ
     MINING CLAIM.



Dated  May 30, 1996                             /s/ Joyce Pellett
      -------------
STATE OF CALIFORNIA
COUNTY OF  Kern       }S.S.
On  May 30, 1996  before me,
Marilyn Hoffman
a Notary Public in and for said County and State,
personally appeared Joyce Pellett

WITNESS my hand and official seal               (Notary Seal)
/s/ Marilyn Hoffman
                                                                    Exhibit 10.1
<PAGE>

RECORDING REQUESTED BY                    James Maple, Assessor-Recorder
CHICAGO TITLE COMPANY                     Kern County Official Records  Pages:1
AND WHEN RECORDED MAIL THIS                                            5/31/1996
DEED AND , UNLESS OTHERWISE               DOCUMENT #:0196069952         8:01:00
SHOWN BELOW, MAIL TAX STATEMENT
TO:

NAME:WILLIAM M. MORELAND & JOYCE
JANE PELLETT, TRUSTEES IN TRUST
OF SEQUOIA TRUST

STREET ADDRESS: 4750 KELSO CREEK ROAD
CITY & STATE:   WELDON, CA  93283
ZIP:                                                          Fees....     7.00
                                                              Taxes...
                                                              Other...
Title Order No. B647146                                  Total Paid...     7.00

                                   Grant Deed
          ------------------------------------------------------------
THE UNDERSIGNED GRANTOR(S) DECLARE(S)         DEED TO A TRUST NOT
                                              PURSUANT TO A SALE AND IS        
                DOCUMENTARY TRANSFER TAX IS $ EXEMPT.
                [X] unincorporated area  [ ] City of______________
                Parcel No. 095-270-03-00
                [X] computed on full value of interest or property
                conveyed, or
                [ ] computed on full value less value of liens
                or encumbrances remaining at time of sale, and

      FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
      JOYCE PELLETT, A SINGLE WOMAN, INDIVIDUALLY AND JOYCE J. PELLETT, AS
      TRUSTEE OF BEDROCK TRUST.

hereby GRANT(S) to

      WILLIAM M. MORELAND AND JOYCE JANE PELLETT, AS TRUSTEES IN TRUST OF THE
      SEQUOIA TRUST, BY TRUST INDENTURE DATED JANUARY 10, 1991

the following described real property in the
county of   KERN , state of California:

     LOT 37 IN SECTIONS 18,  (FORMERLY  SURVEYED AS IN SECTIONS 7),  TOWNSHIP 28
     SOUTH,  RANGE 34 EAST, MOUNT DIABLO MERIDIAN,  ALSO KNOWN AS THE BLUMENBERG
     QUARTZ MINING CLAIM.

Dated  May 30, 1996                             /s/ Joyce Pellett
      -------------
STATE OF CALIFORNIA
COUNTY OF  Kern       }S.S.
On  May 30, 1996  before me,
Marilyn Hoffman
a Notary Public in and for said County and State,
personally appeared Joyce Pellett

WITNESS my hand and official seal               (Notary Seal)
/s/ Marilyn Hoffman


                                                                    Exhibit 10.1