TRIPLE NET LEASE OF INDUSTRIAL LAND AND BUILDING

Effective Date:  January 17, 2002

Effective Place of Execution:  Glendale, Arizona

Lessor:           Muzz Investments, L.L.C.,
                  an Arizona limited liability company
                  13125 North 75th Place
                  Scottsdale, Arizona  85260

Lessee:           AZCO Mining, Inc.,
                  a Delaware corporation
                  7239 North El Mirage Road
                  Glendale, Arizona  85307

Leased Premises:  Industrial land and improvements thereon located at 7239 North
El Mirage Road, Glendale, Arizona 85307. The Leasehold Interest shall consist of
an undivided 40% interest of  approximately  five acres of land and the building
at the subject site.

                                    PART ONE

SPECIFIC PROVISIONS FOR THE LEASE

     1.1 Consideration.  For valuable  consideration Lessor leases to Lessee the
Lessor's  undivided  interest  in the  Leased  Premises,  with all  improvements
described  above  according to the terms  hereinafter set forth, a copy of which
Lessee acknowledges receipt.

     1.2 Term of Lease.  This lease  shall be in effect for a period of ten (10)
years  commencing  January 17,  2002 or until the  exercise of either the option
granted in the  Re-Purchase  Option  Agreement  dated  January 17, 2002  between
Lessor and Lessee or the  exercise of the option  granted in the  Property  Sale
Option Agreement dated January 17, 2002 between Lessor and Lessee.

     1.3 Rent for Lease. Rent shall be paid monthly on or before the same day of
each month as of the lease  commencement  date.  For the first six (6) months of
the term of the lease commencing at the time Lessee executes this lease,  Lessee
shall pay  monthly the sum of Thirty  Thousand  and 00/100  ($30,000.00)  to the
order of Lessor,  Muzz Investments,  L.L.C. For the second six (6) months of the
lease  term  commencing  July 17,  2002,  Lessee  shall pay  monthly  the sum of
Thirty-Seven Thousand Five Hundred Fifty and 00/100 ($37,500.00) to the order of
Lessor.  Commencing  January 17,  2003 and  continuing  for the  duration of the
lease,  Lessee  shall pay  monthly  the sum of Forty  Five  Thousand  and 00/100
($45,000.00) to the order of Lessor.  As Additional  Rents due, which Additional
Rents shall  consist of any real  property or personal  property  tax not timely
paid by the  Lessee  and  which  are  paid by  Lessor,  and the cost of Fire and
Casualty  Insurance,  trash removal,  water,  gas, electric and other utilities;
repairs and  maintenance  or other  expenses  paid by Lessor for which Lessee is
liable and has not timely paid;  plus late payment  penalty of five (5%) percent
of each  monthly  payment when the payment is made more than ten (10) days after
it is due.

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     1.4 Costs of Fire, Loss of Rents, and Casualty Insurance. Because this is a
triple net lease,  Lessor shall have no duty to pay, process,  or otherwise deal
with fire,  loss of rents,  and casualty  insurance.  Lessee shall provide fire,
loss of rents, and casualty  insurance as provided in Paragraph 1.15 (Provisions
of Fire,  Loss of Rents,  and  Casualty  Insurance).  Lessor may pay the same on
Lessee's  behalf,  and Lessee  shall  reimburse  Lessor for the same  forthwith.
Lessee shall save and hold Lessor  harmless on account of any of these premiums.
Lessee shall pay Lessor interest at the rate of eighteen (18%) percent per annum
on any monies that Lessor may advance on behalf of Lessee until these monies are
repaid.

     1.5 Costs of Taxes and  Assessments.  Because  this is a triple  net lease,
Lessee shall be  responsible  for all taxes and  assessments  levied against the
real property,  improvements thereon and personal property contained therein and
all  other  taxes  and  assessments  which  may  relate  to the  real  property,
improvements or personal property contained therein and all increases related to
all of these.  Lessor may pay the same on  Lessee's  behalf,  and  Lessee  shall
reimburse  Lessor for the same  forthwith.  Lessee  shall  save and hold  Lessor
harmless  on account of any of these  taxes and  assessments.  Lessee  shall pay
Lessor the sum of eighteen (18%) per annum as interest on any monies that Lessor
may advance on behalf of Lessee until these monies are repaid.

If, at any time during the term of this  lease,  the method or scope of taxation
prevailing at the  commencement of the lease term shall be altered,  modified or
enlarged so as to cause the method of  taxation  to be  changed,  in whole or in
part, so that in  substitution  for the real estate taxes now assessed there may
be, in whole or in part, a capital levy or other  imposition  based on the value
of the Leased Premises,  or the rents received therefrom,  or some other form of
assessment  based in whole or in part on some other  valuation  of the  Lessor's
real property  comprising  the demised  Premises,  then and in such event,  such
substituted  tax or imposition  shall be payable and discharged by the Lessee in
the manner required  pursuant to such law promulgated which shall authorize such
change in the scope of taxation,  and as required by the terms and conditions of
the within lease.

     Nothing  in this  lease  contained  shall  require  the  Lessee  to pay any
franchise, estate, inheritance,  succession, capital levy or transfer tax of the
Lessor,  or Federal  Income Tax,  State Income Tax, or excess profits or revenue
tax, unless such taxes are in  substitution  for real property taxes as a result
of such change in the manner and scope of taxation.

     1.6 Sales and Transaction Tax. In addition, Lessee shall be responsible for
sales and  transaction  taxes  levied or  assessed by any State,  County,  City,
District or governmental agency on the rental transaction.

     1.7  Security.  Lessee  shall not be  responsible  for making any  security
deposit payment. However, Lessee's obligations under this Lease shall be secured
by a Deed of Trust on the Black  Canyon  Mica Mine,  situated  on the borders of
Maricopa and Yavapai Counties, Arizona.

     1.8 Place of Paying Rent. Lessee shall pay rent to the address of Lessor as
designated  on page one of this lease,  or to any other  address of which Lessor
gives written notice to Lessee.

     1.9 Lessee Pays All  Expenses.  This lease shall in all respects be treated
as a triple net lease with all costs and expenses paid by Lessee, including, but
not limited to, real and personal  property taxes;  fire,  casualty,  theft, and
liability insurance; trash removal; water, gas, electricity and other utilities;
repairs and maintenance of all portions of the Premises,  interior and exterior,
and all improvements.

     1.10 Maximum legal Interest. (This provision is omitted)

     1.11  Provisions  of Fire and  Casualty  Insurance  Policies.  Lessee shall
continually  keep in  force,  during  the  term of this  lease  and  during  any
extension or renewal thereof,  fire and extended coverage insurance in an amount
of no less than the full  replacement  cost of the Leased  Premises,  naming the
Lessor as an additional  insured therein.  Said policy shall contain a provision
that in the event  the  Lessee  fails to make a timely  premium  payment  on the
policy,  the insured shall give Lessor notice of such default in payment,  which
notice  shall be sent to Lessor  not less  than  fifteen  15) days  prior to any
cancellation of the policy by the insurer. Lessee shall deliver to Lessor a copy
of the  policy  evidencing  that  Lessor is an insured  thereunder  and that the
notice provision before set forth in contained therein. Furthermore Lessee shall
deliver  to Lessor  evidence  that the  premiums  are paid when due and that the
policy  is in full  force  and  effect.  Lessee  shall  provide  fire  insurance
protection on Lessee's  stock in trade,  furniture,  fixtures and other property
within the  Leased  Premises,  in an amount  equal to the full  insurable  value
thereof,  and promises that any insurance coverage in this regard will contain a
waiver of the insurer's right of subrogation against Lessor.

<PAGE>

     1.12 Waiver of Subrogation on Casualty  Insurance.  Lessor hereby  releases
Lessee, to the extent of its insurance coverage,  from any and all liability for
any loss or damage  caused by fire or any of the extended  coverage  casualties,
notwithstanding  such  fire or  other  casualty  shall  be due to the  fault  or
negligence of Lessee or its agents, provided,  however, this release shall be in
force and effect only with respect to loss or damage  occurring during such time
as Lessor's  policies of fire and extended  coverage  insurance  shall contain a
clause to the effect that this  release  shall not affect  such  policies or the
right of Lessor to recover thereunder.

     Lessee shall promptly deliver to Lessor the original, or originals, or true
and exact copies of any and all such policies of insurance.

     Lessee shall not carry any stock of goods or do or omit to do any act in or
about  the  Leased  Premises  which  will in any way  impair or  invalidate  the
obligation of any policy of insurance on or in reference to the Leased Premises.

     The  parties  shall use good faith  efforts  to have any and all,  extended
coverage, or any and all material damage insurance which may be carried endorsed
with the following subrogation clause:

     This  insurance  shall not be invalid  should the insured waive in writing,
prior to a loss,  any and all right of the  coverage  against any party for loss
occurring to the property  described  herein.  Lessor and Lessee  mutually agree
that  any  right  of  subrogation  afforded  the  insurance  carriers  of  their
respective  property  insurance  policies  relative to real or personal property
situated in or on the Leased  Premises is waived;  and the parties  undertake to
give their respective insurance carriers notice of this waiver.

     1.13 Liability Insurance. Lessee shall, at its own cost and expense, during
the term of this lease,  procure and  maintain  in force  policies of  liability
insurance, with Lessor as an additional assured thereunder,  insuring Lessee and
Lessor to the amount of $2,000,000.00  against any loss or damage,  or any claim
thereof,  resulting  from injury to or the death of any one  person,  and to the
amount of  $2,000,000.00  against any loss of  accident,  as the result of or by
reason of the  ownership  by Lessor of the Leased  Premises,  parking  lot,  and
adjacent areas owned by Lessor, and the use and occupancy thereof by Lessee; and
to procure  and  maintain  in full  force and  effect,  during  the term  herein
specified,  a policy or policies  of  insurance,  with  Lessor as an  additional
assured  thereunder,  in an amount not less than  $2,000,000.00  insuring Lessor
against any loss or damage or any claim thereof  resulting from the damage to or
destruction of any property belonging to any person or persons whomsoever,  as a
result or by reason of the ownership by Lessor of the Leased  Premises,  and the
use and occupancy thereof by Lessee.

     Lessee shall  promptly  deliver to Lessor the original or  originals,  or a
true and exact copy of any and all such policy or policies of insurance.

     All  policies  shall  contain a written  objection of the insurer to notify
Lessor in writing at least fifteen (15) days prior to any cancellation thereof.

     1.14  Non-Liability  of Lessor.  Lessor  shall not be liable for any damage
occasioned  by failure to keep the  Premises in repair,  and shall not be liable
for any damage done or occasioned by or from plumbing,  gas,  water,  steam,  or
other pipes,  tanks,  washstand,  water closet or wastepipe,  in, above, upon or
about the  Premises,  nor for damage  occasioned  by water  being upon or coming
through  the  roof,  skylight,  trap-door,  or  otherwise,  or of any  owners or
occupants of adjacent or contiguous  property.  Lessee shall be responsible  for
all damage occasioned by the above-referred to matters.

<PAGE>

     1.15 Indemnification.  Lessor shall not be responsible for any loss, theft,
or damage to  property or injury to or death of Lessee or any person on or about
the Leased  Premises,  and Lessee agrees to indemnify  and hold Lessor  harmless
therefrom unless it was caused or resulted from the negligent or willful acts of
Lessor.  Lessee shall indemnify and hold Lessor harmless during the term of this
lease, and during any extension or renewal thereof, from and against any and all
claims, suits, actions,  demands and judgments arising out of an event or events
occurring after the commencement of the primary term hereof, including all cost,
expenses and attorneys'  fees, when the proximate cause of such injury to person
or damage to property was not the  negligence of Lessor or the  negligence of an
agent or employee of Lessor or of Lessor's successor.  Lessee agrees not to make
any claim against Lessor,  and it will hold Lessor harmless  therefrom,  for any
loss or damage to any personal  property  belonging to Lessee,  and it will hold
Lessor  harmless  therefrom,  for any loss or  damage to any  personal  property
belonging to Lessee or any of its guests,  customers,  or occupants,  or for any
injuries to Lessee or any of its guests,  customers,  or  occupants  unless such
loss or damage was caused or resulted from the  negligent or willful  conduct of
Lessor.

     1.16 Renewal. This provision is omitted.

     1.17 Use by Lessee.  The Premises  shall be used for a  reasonable  office,
warehousing,  Industrial or industrial use which use is  specifically  described
as:  mineral  processing  and any other use  allowable  by the City of  Glendale
zoning code for this site.

     1.18 Tax on  Property  of Lessor.  Lessee  shall pay when due all taxes and
assessments  levied and assessed upon or against the Leased  Premises during the
term of this lease,  and Lessee shall deliver to Lessor  evidence of such timely
payment.

     1.19 Tax on Property of Lessee.  Lessee  shall pay or cause to be paid when
due  throughout  the primary term of this lease and any  renewals or  extensions
thereof,  all taxes on any and all personal  property owned by Lessee and Lessor
and situated upon the Leased  Premises.  If Lessee fails to pay the taxes levied
upon or against its property as aforesaid  when due and payable,  Lessor may pay
the same on Lessee's  behalf,  and Lessee  shall  reimburse  Lessor for the same
forthwith.  Lessee shall indemnify,  save and hold Lessor harmless on account of
any of these  taxes.  Lessee  shall pay Lessor  interest at the rate of eighteen
(18%) per annum on any monies that Lessor may advance on behalf of Lessee  until
these monies are repaid.

     1.20  Maintenance of Building  Heating and Cooling.  Except for the initial
construction  installation and the warranties attendant thereto, Lessee shall at
its own expense be responsible for the care,  maintenance and replacement of all
air conditioning,  coolers,  and heating equipment and parts thereof serving the
Leased Premises.

                                    PART TWO

                               GENERAL PROVISIONS

     2.1 Quiet Possession.  Lessor agrees that Lessee, on paying the rentals and
on performing all terms of this lease, shall and may peaceably and quietly have,
hold and enjoy the Leased Premises during the term of this lease.

     2.2 Use of  Premises.  Upon  occupancy  Lessee has  examined  and knows the
condition  of the Leased  Premises,  and has received the same in good order and
repair,  and agrees; a. To use these Premises for reasonable use as set forth in
Section  1.17,  which  do not  materially  damage  the  Leased  Premises.  b. To
surrender  possession of these  Premises at the expiration of this lease without
further  notice to quit, is as good condition as reasonable and careful use will
permit.  c. To keep the Premises in good condition and repair at its own expense
and not to commit or permit  any  waste or  nuisance.  d. Not to use the  Leased
Premises for living quarters or residence. e. Not to make any unlawful,  immoral
or improper use of the Leased Premises, or any use or occupancy thereof contrary
to law or contrary to any directions, rules, regulations,  regulatory bodies, or
officials having jurisdiction  thereof or which shall be injurious to any person
or property.

     2.3 Repairs, Maintenance and Alterations by Lessee. The Lessee has promised
that the Leased Premises shall at all times be kept in good order, condition and
repair  by  Lessee,  at  its  own  expense  and in  accordance  with  all  laws,
directions,  rules and  regulations  of  regulatory  bodies or officials  having
jurisdiction.

     If Lessee  refuses or neglects to commence  repairs within thirty (30) days
after  receipt of written  demand from Lessor,  or  adequately  to complete such
repairs  without  liability  to Lessor for any loss or damage that may accrue to
Lessee's  stock or business  by reason  thereof,  and if Lessor  shall make such
repairs,  Lessee shall pay to lessor,  on demand,  as additional rent, the costs
thereof with  interest at the  interest at the rate of eighteen  (18%) per annum
from the date of commencement of those repairs.

     Lessee shall make no changes,  improvements,  alterations,  or additions to
the  Leased  Premises  unless  such  changes,   improvements,   alterations,  or
additions: (a) are first approved in writing by Lessor; (b) are not in violation
of restrictions  placed thereon by the  institution,  entity or person financing
the  construction  of the  building;  and (c)  will  not  materially  alter  the
character of such Premises and will not substantially  lessen the value thereof.
Lessor may not unreasonably  withhold approval,  and it there is a dispute as to
reasonableness, it shall be determined by arbitration.

     If structural  alterations  become necessary  because of the application to
the business carried on by Lessee of any law,  ordinance,  rule or regulation of
any regulatory body, or because of any act or default on the part of Lessee,  or
because Lessee has overloaded any electrical or other facility Lessee shall make
such structural  alternations at its own cost and expense, after first obtaining
Lessor's   written  approval  of  plans   specifications   and  furnishing  such
indemnification  against  liens,  costs,  damages  and  expenses  as Lessor  may
reasonably require.

     Lessee may place partitions and fixture (including light fixtures) and make
improvements and other alterations in the interior of the Leased Premises at its
own expense.  These  improvements  of  alterations  installed or made by Lessee,
other than those of a structural nature, shall remain the property of the Lessee
provided,  however,  that prior to  commencing  any such work Lessee shall first
obtain the written consent of Lessor to the proposed work.

     2.4  Mechanics'  and other Liens  Imposed by Lessee.  Lessee shall keep the
Leased Premises and the improvements thereon at all times during the term hereof
free of mechanics' and materialmen's liens and other liens of like nature, other
than liens  created and claimed by reason of any work done by or at the instance
of Lessor, and at all times shall fully protect and indemnify Lessor against all
such  liens or claims  and  against  all  attorneys'  fees and  other  costs and
expenses growing out of or incurred by reason or on account of any such liens or
claims.  Should Lessee fail to fully discharge any such lien or claim within ten
(10) days of Lessor's  written demand thereof,  Lessor at its option may pay the
same or any part  thereof,  Lessor to be the sole judge of the  validity of such
lien or claim, and Lessee shall immediately reimburse Lessor for such payment.

     All amounts so paid by Lessor,  together with interest  thereon at eighteen
(18%) per annum from the time of payment by Lessor  until  repayment  by Lessee,
shall be paid by Lessee upon demand,  and it not so paid, shall continue to bear
interest at the aforesaid rate until paid as additional rent.

<PAGE>

     2.5 No Signs Without Approval of Lessor. Provision omitted.

     2.6 No Exterior Paint Without Lessor Approval. Provision omitted.

     2.7 Trash Control. Lessee shall provide and maintain sanitary and rat-proof
receptacles  with  covers at or about the Leased  Premises in which to place any
and all  refuse or trash,  and to place this  refuse  and trash in  receptacles.
Lessee  shall make  Lessee's  own  arrangements  and pay for  garbage  and trash
pick-up  service  on or from the  Leased  Premises,  and  shall  not  permit  to
accumulate and remain on the Premises except during reasonable intervals between
pick-up service.

     2.8 Public Walkway Maintenance.  At all times, Lessee shall keep any public
walkway  adjacent to the Leased  Premises  clean and in a sightly  and  sanitary
condition.

     2.9  Replacement of Glass.  At Lessee's own cost and expense,  Lessee shall
replace  all glass in,  upon or about the Leased  Premises  that shall be broken
during the term herein specified  unless caused by Lessor,  an agent or employee
of Lessor, or Lessor's successor.

     2.10 Right of Re-Entry.  Lessor shall have the right, by itself or agent or
with others, to enter the Premises at reasonable hours to examine or exhibit the
Premises,  or to make such repairs and alterations as shall be deemed  necessary
for the safety and preservation of the building, to inspect and examine, to post
such notice as Lessor may deem  necessary  to protect  Lessor  against Loss from
liens of laborers,  materialmen or others,  and for the purpose of permitting or
facilitating Lessor's performance of its obligations hereunder, or for any other
reasonable purpose which does not materially  diminish Lessee's enjoyment or use
of the Leased Premises.

     Lessee expressly waives any claim for damages,  including loss of business,
resulting  from  Lessor's  entry,  from the  erecting  of  scaffolding  or other
structures to facilitate repairs,  or from Lessor's other reasonable  activities
for the purpose of  altering,  improving,  or repairing  the Leased  Premises in
conformity herewith.

     2.11  Assignment or  Sub-Letting.  No assignment,  sublease or sale of this
lease or any interest  therein may be made by Lessee without the written consent
of Lessor having first been  obtained  thereto,  which consent  Lessor shall not
unreasonable  withhold.  If there is a dispute as to whether  Lessor has a valid
reason for withholding consent, it shall be determined by arbitration.

     Any  attempted  assignment,  sublease or sale of this lease or any interest
therein shall be null and void and have no effect unless such consent shall have
been  obtained.  Any Assignment by operation of law shall be subject to the same
conditions and restrictions as an assignment by Lessee. If such consent is given
by Lessor, any and all sub-leases shall be responsible Lessees, and Lessee shall
not be relieved of any liability hereunder by Lessee's  assignment,  vacation or
subletting thereof.

<PAGE>

     It is agreed that one of the conditions moving Lessor to make this lease is
the personal  confidence reposed by it in Lessee,  combined with the belief that
Lessee will be a Lessee and  occupant  satisfactory  to Lessor.  Nothing  herein
shall prevent the Lessor from assigning its interest under this lease, provided,
however,  that any assignee shall be subject to the same  obligations and duties
as the original Lessor.

     2.12  Right of Lessor to Pay  Obligations  of Lessee to  Others.  If Lessee
shall  fail or refuse to pay any sums due to be paid by it under the  provisions
of this  lease,  or fail or refuse to maintain  the Leased  Premises or any part
thereof as herein provided,  then, and in such event, Lessor, after fifteen (15)
days'  notice in writing  by Lessor to  Lessee,  shall have the right to pay any
such  sum or sums  due to be paid  by  Lessee  and to do and  perform  any  work
necessary to the proper  maintenance of the Leased  Premises,  and the amount of
such sum or sums paid by Lessor  for the  account  of Lessee and the cost of any
such work,  together  with  interest  thereon at the rate of eighteen  (18%) per
annum from the date of payment.

     The payment by Lessor of any such sum or sums or the  performance by Lessor
of any such work shall be prima facie evidence of the necessity therefor.

     2.13 Surrender and Return of Leased  Premises.  On the last day of the term
hereby  created or on the sooner  termination  thereof,  Lessee shall  peaceably
surrender the Leased Premises in good order, condition and repair, "broom clean"
- fire and other unavoidable  casualty,  reasonable wear and tear only excepted.
On or  before  the  last  day of  the  term  hereby  created  or on  the  sooner
termination  thereof,  Lessee shall, at its expense,  remove its trade fixtures,
signs and carpeting from the Leased  Premises and any property not removed shall
be deemed  abandoned.  All  alterations,  additions,  improvements  and fixtures
(other than Lessee's trade fixtures,  signs and carpeting) which shall have been
made or  installed by either  Lessor or Lessee upon the Leased  Premises and all
hard surface bonded or adhesively affixed flooring shall, without charge, remain
upon and be  surrendered  with the Leased  Premises as a part  thereof,  without
disturbance, molestation or injury.

     It the  Leased  Premises  be not  surrendered  on the  last day of the term
hereby  created or on the sooner  termination  thereof,  Lessee shall  indemnify
Lessor  against  Loss  or  liability  resulting  from  delay  in  Lessee  in  so
surrendering the Premises,  including,  without  limitation,  claims made by any
succeeding  Lessee founded on such delay.  Lessee shall  promptly  surrender all
keys for the Leased  Premises,  at the place then fixed for  payment of rent and
shall  inform  Lessor of  combinations  on any  locks  and  safes on the  Leased
Premises.

     2.14 Event of Default.  Each of the  following  shall be deemed an Event of
Default:

     a. Default in the payment or rent or other payments hereunder.

     b. If Lessee shall default in the performance or observance of any covenant
or condition  of this lease by the Lessee to be performed or observed  following
the  expiration  of the  period  of 10 days  giving  notice of such  default  or
defaults or failure to Lessee by Lessor.

     c. Abandonment of the Premises.

     d. The filing or execution or occurrence of:

     (1) A petition in bankruptcy by or against Lessee.

<PAGE>

     (2)  A  petition   or  answer   seeking  a   reorganization,   arrangement,
composition, readjustment,  liquidation, dissolution or other relief of the same
or different kind under any provision of the Bankruptcy Act. (3) Adjudication of
Lessee as a bankrupt or insolvent;  or insolvency in he bankruptcy equity sense.
(4) An assignment for the benefit of creditors  whether by trust,  mortgage,  or
otherwise.  (5) A petition or other  proceeding by or against Lessee for, or the
appointment  of, a trustee,  receiver,  guardian,  conservator  or liquidator of
Lessee with respect to all or substantially all its property.  (6) A petition or
other proceeding by or against Lessee for its dissolution or liquidation, or the
taking of possession of the property of the Lessee by any governmental authority
in connection with  dissolution or liquidation.  (7) The taking by any person of
the leasehold created hereby or any part thereof upon execution,  attachment, or
other process of law or equity.

     2.15 Fair Notice of Default. The parties are desirous of giving one another
fair notice of any default before sanctions are imposed.  In the event of an act
of default with respect to any  provision of this lease,  except for the payment
of rent,  neither party can institute  legal action with respect to such default
without first complying with the following  conditions:  a. Notice of such event
of default  must be in writing and mailed to the other  party by U.S.  Certified
Mail,  return  receipt  requested;  b. Such  written  notice shall set forth the
nature of the alleged  default in the performance of the terms of this lease and
shall  designate the specific  paragraph(s)  therein which relate to the alleged
act of default;  c. Such notice shall also  contain a reasonably  understandable
description  of the action to be taken or  performed by the other party in order
to cure the alleged  default and the date by which the default must be remedied,
which date can be not less than ten  business  days from the date of mailing the
notice of default.

     2.16 Defaults by Lessee.  In the event the Lessee commits one of the events
of  default,  and after fair notice of default  has been given as  required,  in
addition to any or all other rights or remedies of Lessor  hereunder  and by the
law  provided,  Lessor shall have, at its option and without  further  notice or
demand of any king to Lessee or any  person:  a. The right to declare the leased
term ended and to reenter and take  possession  of the  Premises  and remove all
persons therefrom,  and Lessee shall have no further claim thereon or hereunder;
b. The right,  without  declaring this lease ended,  to reenter the Premises and
occupy or lease the whole or any part thereof for and on account of Lessee,  and
upon such terms and conditions, and for such rent as Lessor may deem proper, and
to collect  said rent any other rent that may  thereafter  become  payable,  and
apply the same toward the amount due or hereafter to become due from Lessee, and
on account of such expense of such  subletting  and other  damages  sustained by
Lessor;  and should such  rental be less than that  herein  agreed to be paid by
Lessee,  Lessee agrees to pay such  deficiency to Lessor in advance on the first
(1st))  day of each  month  and to pay to the  Lessor  forthwith,  upon any such
re-letting,  the cost and expenses Lessor may incur by reason thereof and should
such rental be more than that herein  agreed to be paid by Lessee,  Lessor shall
hold said sum interest free to be applied to future damages;  c. The right, even
though it may have re-let the  Premises,  hereafter to elect to  terminate  this
lease and all of the  rights to  Lessee  in or to the  Premises.  d. Any and all
rights as set forth in the Deed of Trust on the Black  Canyon  Mica Mine,  which
Deed of Trust is referred to in Section 1.7 hereinabove.

<PAGE>

     As used in this lease with respect to the Premises,  the terms "vacate" and
"abandoned" shall be deemed to include, without limiting the broadest meaning of
those terms, the failure of Lessee to be open for business in the Premises for a
period of fifteen (15) consecutive business days, unless such failure is excused
or permitted under the expressed terms of this lease.  Should Lessor ever re-let
the Premises under the provisions of  Sub-paragraph  (b) above,  "it may execute
any such lease in its own name,  and the Lessee  therein named shall be under no
obligation,  whatsoever,  to see to the  application  by  landlord  of any  rent
collected  by  Lessor  from such  Lessee,  nor  shall  Lessee  have any right or
authority  whatever to collect any rent from such  Lessee.  Lessor  shall not be
deemed to have  terminated  this  lease or the  liability  of Lessee to pay rent
thereafter  to  accrue,  or  Lessee's  liability  for  damages  under  any other
provisions  hereof by any such reentry or by any action in unlawful  detainer or
otherwise  to obtain  possession  of the  Premises,  unless  Lessor  shall  have
notified  Lessee in  writing  that it has so elected to  terminate  this  Lease.
Nothing herein  contained shall be construed as obligating  Lessor to re-let the
whole  or any  part  of the  Premises.  In the  event  of any  entry  or  taking
possession  of the Premises as aforesaid,  Lessor shall have the right,  but not
the  obligation,  to remove  therefrom all or any part of the personal  property
located therein and may pace the same as storage at the public  warehouse at the
expense and risk of the owner or owners thereof.

     In the event of Lessee's default and Lessor's retaking of possession of the
Premises,  whether this lease is terminated  by Lessor or not,  Lessee agrees to
pay  to  Lessor,  as an  additional  item  of  damages,  the  cost  of  repairs,
alterations,  redecorating,  leasing  commissions  and Lessor's  other  expenses
incurred in re-letting Premises to a new Lessee.

     The  remedies  given to Lessor in this  provision  shall be in addition and
supplemental  to all other  rights or remedies  which  Lessor may have under the
laws of the State of Arizona then enforced. Any breach of Lessee of any covenant
or obligation to be performed by it hereunder shall be and shall be deemed to be
material  and shall give Lessor the right,  in addition to all other  rights and
remedies  reserved or granted to Lessor  hereunder,  to terminate this lease and
retake  possession  in the  Premises.  The waiver by Lessor of any breach of any
term,  covenant or condition herein contained shall not be deemed to be a waiver
of such term,  covenant or condition or any subsequent breach of the same of any
term, covenant or condition herein contained.  The subsequent acceptance of rent
hereunder  by the  Lessor  shall not be deemed to be a waiver of any  proceeding
breach of Lessee of any term,  covenant or condition  of this lease,  other than
the failure to Lessee to pay the particular  rental sum accepted,  regardless of
Lessor's  knowledge of such proceeding  breach at the time of acceptance of such
rent. No covenant,  term or condition of this lease shall be deemed to have been
waived by Lessor, unless such waiver be in writing signed by Lessor.

     2.17 Court Action,  Attorney's  Fees and Costs.  If, upon failure of either
party to comply with any of the covenants,  conditions,  rules or regulations of
and in this lease, suit or arbitration  should be brought for damages on account
thereof,  or to enforce  the payment of rent  herein  stipulated,  or to recover
possession of the Premises, or to enforce any provision hereof, the losing party
agrees to pay to the prevailing party reasonable costs and expenses  incurred in
prosecuting  these  suits  or  arbitration,   as  determined  by  the  court  or
arbitrator,  including  attorneys'  fees  and  the  value  of  time  lost by the
prevailing  party or any of its employees in preparing for or  participating  in
any arbitration or litigation in connection therewith.  Interest shall accrue on
that  award at the  maximum  legal  rate on all  monetary  amounts  awarded  for
principal,  interest,  attorneys'  fees and all other amounts,  from the date of
that award until paid.

     2.18 Operating Costs. All operating  expenses of Lessee of whatever nature,
are the sole obligation of Lessee.

     2.19  Landlord's  Lien.  Upon the  termination  of this lease in any of the
manners herein  provided,  or upon default by Lessee under any of the provisions
hereof,  Lessor may enter the Leased  Premises  and remove any and all  personal
property of Lessee and may retain possession of such personal property until all
charges of any kind, including rent, storage or damages, shall be paid in full.

<PAGE>

     It is further agreed that the Lessor shall have a lien on all buildings and
improvements  based on the  demised  premises  by  Lessee  and on all  fixtures,
furniture and inventory kept or used on the premises  including any replacements
therefore,  whether  such  property is exempt from  execution  or not, to secure
payment of all rents,  and all other sums becoming due to Lessor or others under
the provisions of this lease and to secure  performance of all other obligations
of Lessee hereunder. Such lien shall be a first lien superior to any encumbrance
created by Lessee on the property or interest  covered by this provision.  It is
further agreed that this provision shall  constitute a security  agreement under
the provisions of the Arizona  Commercial Code and it is further agreed that the
parties  shall  execute a financing  statement  for filing with the  appropriate
governmental  authorities  and  shall  execute  any  and all  other  instruments
necessary to perfect the lien rights of Lessor hereunder.

     2.20  Abandonment.  If Lessee  shall be in  default  in the  payment of the
rental and shall  vacate or abandon the Premises or any part thereof (an absence
of Lessee  therefrom  for a period of fifteen (15) days after such default shall
be considered such an abandonment thereof, Lessor may, it is so elects, re-enter
the Leased  Premises and remove the contents and take  possession  of the Leased
Premises and re-let the same or any part  thereof,  at such rental and upon such
terms and conditions as it may deem proper and apply the proceeds thereof,  less
the  expenses,  including the usual  agent's  commission  so incurred;  upon the
amount due from Lessor hereunder and Lessee shall be liable for any deficiency.

     If Lessor shall take  possession of the Premises and relate the same,  such
reletting  shall not operate as a  termination  of this lease  unless  Lessor so
elects,  such  election to be evidenced by written  notice to Lessee;  nor shall
such  action by Lessor  operate as a waiver of any other  rights or  remedies of
Lessor hereunder.

     2.21  Holdover.  If Lessee shall  holdover after the expiration of the term
hereof,  with the consent of Lessor,  express or implied,  such tenancy shall be
from month to month only,  and not a renewal  hereof,  and Lessee  agrees to pay
rent at 125% rate of the  lease  rent in effect  prior to the  holdover  and all
other charges as hereinabove provided,  and also to comply with all covenants of
this lease for the time Lessee holds over. If Lessee shall hold over without the
consent of Lessor,  express or implied,  then Lessee  shall be construed to be a
Lessee at sufferance at doubt the rent herein provided prorated by the day until
possession is returned to Lessor.  If Lessee shall hold over with the consent of
Lessor,  Lessee shall be entitled to possession until Lessor has given Lessee 30
days notice that such month to month  tenancy  shall be  terminated;  otherwise,
notice is only required as hereinafter provided as notice of default.

     2.22 Destruction of Leased Premises.

     a. In the event the Premises be damaged by fire or other perils  covered by
a fire and  extended  coverage  insurance  which pays  Lessor  replacement  cost
thereof the Lessor shall:

     (1) Within ninety (90) days  thereafter  and subject to obtaining  licenses
permits and  approvals,  commence  repair,  reconstruction  and  restoration  of
Premises and prosecute the same  diligently to  completion,  in which event this
lease shall continue in full force and effect; or

     (2) In the event of a partial or total  destruction of the Premises  during
the last two (2)  years of the term  hereof,  Lessor  shall  have the  option to
terminate  this lease upon giving  notice to Lessee of exercise  thereof  within
sixty (60) days after such  destruction.  For  purposes of this  paragraph  (ii)
"partial  destruction"  shall be deemed a destruction  to the extent of at least
thirty-three  and one-third  percent (33 1/3%) of the Premises as of the date of
destruction.

     b. In the event the Premises shall be damages to any extent whatsoever as a
result of any flood, earthquake, active war, nuclear reaction, nuclear radiation
or radio  active  contamination,  or from any other  casualty not covered by the
fire and extended coverage insurance which would pay Lessor the replacement cost
of the damaged Premises, Lessor may, within ninety (90) days, following the date
of such  damage  (plus such  additional  time as may be  required  to obtain the
necessary permits, licenses and approvals),  commence repair,  reconstruction or
restoration of the Premises and to prosecute the same  diligently to completion,
in which  event this lease shall  continue  in full force and effect,  or within
said ninety (90) day period elect not to so repair,  reconstruct, or restore the
Premises,  in which event this lease shall cease and  terminate.  In either such
event,  Lessor  shall give Lessee a notice of its  intention  within said ninety
(90) day period.

     c. In the event of any  reconstruction  or  restoration  of the Premises by
Lessor in accordance with the provisions of this lease,  such  reconstruction or
restoration  shall  restore the Premises to  substantially  their  condition and
immediately  prior to the  occurrence  of the casualty  (excluding  merchandise,
trade  fixtures,  furnishings,  wall  coverings,  carpeting or floor  coverings,
drapes,  equipment  and items of  personal  property  of Lessee  located  on the
Premises).  However, such reconstruction and restoration by Lessor shall be only
to the extent of Lessor's  real  property  interest  with the exception of lease
hold improvements. Lessee shall be responsible for the repair and restoration of
all of Lessee's lease hold  improvements,  trade fixtures and other property in,
on or about the Premises.

<PAGE>

     d. Upon any  termination  in this lease under any of the provisions of this
article entitled "Destruction of Leased Premises",  each party shall be released
thereby  without  further  obligation  to the other  party  coincident  with the
surrender of possession  of the Premises to Lessor,  except for items which have
theretofore accrued and are then unpaid.

     e. In the  event  of  repair,  reconstruction  and  restoration  as  herein
provided,  the Base Rent shall  abate  proportionately  in relation to the floor
area of the Premises  rendered  untenable by such casualty  commencing  from the
date  of  destruction   and  continuing   during  the  period  of  such  repair,
reconstruction  or  restoration.  Lessee  shall  continue  the  operation of its
business  in the  Premises,  during  any such  period to the  extent  reasonably
practicable  from  the  stand  point of  prudent  business  management;  and the
obligation of Lessee hereunder to pay Additional Rent (i.e. taxes and insurance)
shall  remain in full force and  effect.  Lessee  shall not be  entitled  to any
compensation  and  damages  from  Lessor for loss in the use of the whole or any
part of the Premises,  and Lessee's  personal  property or any  inconvenience or
annoyance occasioned by such damage, repair, reconstruction or restoration.

     2.23  Removal of trade  fixtures.  Lessee  shall  have the right,  upon the
expiration of the term of this lease,  or at any time during such term if Lessee
shall not be in default,  to remove from the Leased  Premises  all  fixtures and
equipment  placed  thereon by Lessee,  even  though  permanently  affixed to the
Leased Premises;  provided,  however,  that Lessee, in effecting removal,  shall
restore  the  Leased  Premises  to a good,  safe,  sound,  orderly  and  sightly
condition.

     2.24 Eminent  Domain.  If the Leased  Premises or any part thereof shall be
taken by eminent  domain,  which taking shall render the remainder of the Leased
Premises  unsuitable for occupancy and use by Lessee for the purpose intended by
Lessee,  then and in such event,  the full current amount payable to the date of
taking, or the prorated amount of that month's rent to the taking, shall be paid
to Lessor, and this lease shall terminate as of the date of taking.

     If only a part of the Leased Premises shall be taken by eminent domain, and
such taking shall not unduly  interfere with the occupancy and use of the Leased
Premises for the purpose  intended by Lessee,  then and in such event,  the full
amount  payable for and upon such taking  shall be paid to Lessor,  and from and
after the date of such taking, only a just and proportionate part of the rentals
for the Leased Premises hereby reserved shall be paid by Lessee.

     Lessee  shall  have the  right to claim  and  recover  from the  condemning
authority,  but not from Lessor,  such compensation as may be separately awarded
or  recoverable by Lessee in Lessee's own right on account of any and all damage
to  Lessee's  leasehold  interest,   to  Lessee's  business  by  reason  of  the
condemnation, and for or on account of any cost or loss to which Lessee might be
put  in  removing   Lessee's   merchandise,   furniture,   fixtures,   leasehold
improvements and equipment.

     2.25  Subordination.  If Lessor shall desire at any time,  and from time to
time to secure a loan or loans upon the  security of the Leased  Premises,  then
and in such event,  Lessee hereby agrees to make and enter into a  subordination
agreement or agreements  with any  responsible  lending agency that Lessor shall
designate,  wherein and whereby Lessee's rights,  titles and interests in and to
the Leased Premises are subordinated to the line of any mortgage or mortgages to
be made,  executed  and  delivered by Lessor as security for that loan or loans;
provided,   however,   that  the  subordination  shall  be  upon  the  following
conditions:  a. The  execution of the  subordination  agreement or agreements by
Lessor shall impose no personal  liability  whatsoever upon Lessee.  b. Any such
mortgage or mortgages  shall provide that the  mortgagee  shall agree to give to
Lessee all notices  required to be given to Lessor as mortgagor  under the terms
and conditions of those mortgages, or any loan agreement or agreements, or under
the laws of the state where the Leased Premises are situated. c. The mortgage or
mortgages  shall further provide that in the event of any default on the part of
Lessor under the terms and conditions thereof or the obligation secured,  Lessee
may, at its own election,  cure such default,  and any amount expended by Lessee
in so doing  shall be paid by Lessor to  Lessee,  with  interest  thereon at the
maximum  legal  rate  per  annum  from  the time or  times  any  expenditure  or
expenditures  for such purpose  were made,  upon demand by Lessee  therefor.  d.
Lessor  shall  indemnify  and hold  harmless  the Lessee of and from any and all
liability,  cost or expense to which  Lessee may be put by reason of the failure
of Lessor to keep and perform any of the covenants and  agreements set forth and
contained in such mortgage or mortgages and the obligations thereby secured.

     2.26 Sale by Lessor.  In the event of a sale or conveyance by Lessor of all
or part of the Leased  Premises,  the same shall operate to release  Lessor from
any  future  liability  upon any of the  covenants  or  conditions,  express  or
implied, herein contained in favor of Lessee, and in such event Lessee agrees to
look solely to the  responsibility of the successor in interest of Lessor in and
to this lease.  This lease  shall not be  affected by any such sale,  and Lessee
agrees to attorney to the purchaser or assignee.

     2.27  Applicable  Law.  This lease shall be subject to and  governed by the
laws of the  State of  Arizona,  regardless  of the fact that one or more of the
parties now is or may become a resident of a different state.

     2.28 Assignment of Personal Property Warranties. Provision omitted.

     2.29 Prorations.  If any prorations are required to be made under the terms
of this  lease,  the  prorations  shall be made as of the first day of the lease
term.

     2.30  Environmental  Provisions.  Lessee  represents and warrants to Lessor
that Lessee will not generate,  store,  treat, use,  release,  or dispose of any
hazardous  materials  on or about the Leased  Premises or the Project  except in
compliance with all environmental laws and any additional  conditions imposed by
Landlord. Lessee will not release or dispose of any hazardous materials in or on
the Leased  Premises or the Project  without  the  express  written  approval of
Lessor.  Lessee shall obtain,  comply with and provide Lessor with copies of all
permits  required in connection with the generation,  storage,  treatment,  use,
release, or disposal of any hazardous materials.

Lessee shall not install nor permit to be installed on or in the Leased Premises
any  substance  containing  asbestos  and  determined  to be  hazardous  by  any
governmental  authority or any friable  asbestos.  If any such  substance or any
friable asbestos is determined to be in or on the Leased Premises as a result of
the  actions  of  Lessee,  Lessee  shall  promptly  comply  with any  applicable
environmental  laws (which may or may not require  removal of the  material)  at
Lessee's expense.

<PAGE>

     In the event  Lessee  fails to perform  any of its  obligations  under this
Article  within thirty (30) days after the giving to Lessee by Lessor of written
notice  of such  failure,  or within a  reasonable  period of time not to exceed
ninety (90) days after the giving to Lessee by Lessor of written  notice of such
failure  if, due to the nature of such  failure,  such  failure  cannot be cured
within a 30-day period but is otherwise  susceptible to cure within a reasonable
period of time not exceeding  ninety (90) days, or within a short period of time
if  prescribed  by  any  environmental  law,  then,  after  expiration  of  such
applicable  period of time,  Landlord  may enter  upon the Leased  Premises  and
remove  or cause to be  removed  such  hazardous  material  or  otherwise  cause
compliance with any applicable environmental law, provided, however, that Lessor
may enter  upon the  Leased  Premises  and  remove or cause to be  removed  such
hazardous   material  or  otherwise   cause   compliance   with  any  applicable
environmental  law upon written  notice to Lessee but prior to the expiration of
the applicable time period,  if Lessor  determines that such action is necessary
prior to the expiration of the applicable  time period (i) for the  preservation
or safety of the Leased Premises,  or other persons, (ii) to avoid suspension of
a necessary  service in, or with respect to, the Leased  Premises  (iii) for the
preservation  of the lien and grant of any deed of trust  granted  to any lender
with respect to the Leased  Premises or the priority of such lien and grant,  or
(iv) to assure the continued  operation of the Leased Premises.  The cost of any
such removal or  compliance  shall be  immediately  due to Lessor upon demand as
additional rent.

     Lessee  shall,  at  Lessee's  own  expense,  comply  with all  present  and
hereinafter  enacted  environmental  laws affecting  Lessee's  activities on the
Leased Premises.  Lessee shall keep the Leased Premises free of any lien imposed
pursuant to any  environmental  laws,  except for any liens being  contested  by
Lessee  in good  faith and at its own  expense  by  appropriate  action or legal
proceedings,  provided  that such  actions  or  proceedings  operate  to prevent
collection  thereunder or realization  thereon and the sale or forfeiture of the
Leased  Premises  to satisfy the same,  and  provided  further  that during such
contest Lessee shall,  at the option of Landlord,  provide  security  reasonably
satisfactory  to Landlord  assuring  the  discharge of Lessee's  obligations  in
respect  of the  lien  being  contested  and any  additional  interest,  charge,
penalty, or expense arising from or incurred as a result of such contest.

     As used herein,  the term "hazardous  materials" means materials defined as
"hazardous waste  substances" under the  Comprehensive  Environmental  Response,
Compensation   and  Liability  Act,  42  U.S.C.ss.9601  et  seq.)  the  Resource
Conservation  and Recovery Act (42  U.S.C.ss.6901  et seq.),  the Safe  Drinking
Water Act (42 U.S.C.ss.3001 et seq.), the Clean Water Act (33 U.S.C.ss. 12151 et
seq.),  the Clean Air Act (42  U.S.C.ss.  7401 et  seq.),  the Toxic  Substances
Control  Act (15  U.S.C.ss.136  et  seq.),  the  Solid  Waste  Disposal  Act (42
U.S.C.ss.3251 et seq.),  and the Arizona  Environmental  Quality Act,  including
provisions  on water quality  control  (A.R.S.ss.  49-210 et seq.),  air quality
(A.R.S.ss.49-401  et seq.),  solid waste management  (A.R.S.ss.49-701  et seq.),
hazardous waste disposal  (A.R.S.ss.  49-901 et seq.),  and underground  storage
tank regulation (A.R.S.ss.  49-1001 et seq.) and regulations  thereunder and any
other laws and regulations  now in effect or hereinafter  enacted that deal with
the  regulation  or protection  of the  environment,  including the ambient air,
ground water, surface water, and land use, including sub-strata land.

     Lessee  shall be  responsible  for  removing  from the Leased  Premises any
hazardous  materials  put there by Lessee or its agents which  either  Lessee or
Lessor is required by law to remove.  In addition,  Lessee shall be  responsible
for restoring the Leased  Premises to their condition  immediately  prior to the
time of such  required  removal.  If  Landlord is so required to remove any such
hazardous  materials put there by Lessee or its agents,  Landlord shall promptly
give notice thereof to Lessee.

     Lessee shall immediately  notify Landlord,  both orally and in writing,  of
any of the following:

     a. Any emission,  spill,  release, or discharge into the environment of any
hazardous materials.

     b. Any  correspondence  or  communication to Lessee or its agents regarding
the presence or suspected presence of hazardous materials on the Leased Premises
or the Project or regarding the application of environmental  laws to the Leased
Premises, the Project or Lessee's activities on the Leased Premises.

     c. Lessee's knowledge of any circumstances which could give rise to a claim
that Lessee,  Landlord,  the Leased Premises, or the Project may be in violation
of environmental laws.

     d. Any  change in  Lessee's  activities  on the Leased  Premises  that will
change or has the  potential to change  Lessee's or  Landlord's  obligations  or
liabilities under environmental laws.

     Lessee shall indemnify and hold harmless Lessor, its employees,  and agents
for, from and against any and all loss, damage, obligation,  penalty, liability,
litigation, demand, defense, judgment, suit, proceeding, cost, disbursement, and
expense (including,  but not limited to, reasonable investigation,  remediation,
removal, and legal fees and expenses)  including,  but not limited to, any claim
or action for injury,  liability,  or damage to persons or property, and any and
all claims,  investigations or actions brought by any person, firm, governmental
body, or the environment,  the Leased Premises,  or the Project, or violation of
any environmental law or other statute,  ordinance, rule, regulation,  judgment,
or order of any  government  or  judicial  entity,  and  from  and  against  any
contractors,  employees,  and  invitees  on the Leased  Premises  or the Project
during the Term of this lease.  Lessee's  obligations and liabilities under this
paragraph  shall  continue  after the expiration or termination of this Lease so
long as Landlord bears any liability or  responsibility  under the environmental
laws for any action that occurred on the Leased  Premises of the Project  during
the Term of this Lease. Lessee's failure to abide by the terms of this paragraph
shall be restrainable by injunction.


                                   PART THREE

                          ADDITIONAL LEASE PROVISIONS

     3.1 Nature of Relationship  Between Parties.  The sole relationship between
the parties  created by this  agreement  is that of lessor and  lessee.  Nothing
contained in this lease shall be deemed,  held, or construed as creating a joint
venture or partnership between the parties.

     3.2 Notices. Copies of all notices and communications concerning this lease
shall be mailed to the  parties  at the  addresses  written  on page one of this
lease,  and any change of address  shall be  communicated  to the other party in
writing any documents which may adversely affect the rights of any party to this
lease shall be dispatched by certified mail, return receipt  requested.  For all
documents mailed to persons in the continental  United States,  the timer period
on all  notices  shall  begin  running  on the day  following  the date that the
document is postmarked.  For documents mailed to persons outside the continental
United  States,  the time period  begins to run on the date that the document is
received by the other party.

     3.3  Provisions of Lease.  Each term and each provision of this lease to be
performed by Lessee shall be construed to be both a covenant and a condition.

     3.4 Entire  Agreement.  The terms of this  document  constitute  the entire
agreement  between  the  parties,  and the parties  represent  that there are no
collateral  agreements or side agreements not otherwise  provided for within the
terms of this agreement.

     3.5  Interpretation.  Whenever  any word is used in this  agreement  in the
masculine  gender,  it shall also be construed as being used in the feminine and
neuter genders,  and singular usage shall include the plural and vice versa, all
as the context shall require.

     3.6 Partial  Invalidity.  If any  provision  of the  contract is held to be
invalid  or  unenforceable,  all the  remaining  provisions  shall  nevertheless
continue in full force and effect.

     3.7 Marginal Headings.  The marginal and topical headings of the paragraphs
of this agreement are for convenience  only, and are not to be considered a part
of this agreement or used in determining its content or context.

     3.8 Modification.  Any modification or amendment of this agreement shall be
in writing and shall be executed by all parties.

     3.9 Succession of Benefits. The provisions of this agreement shall inure to
the benefit of and be binding upon the parties thereto, their heirs,  executors,
administrators and permitted assignees.

     3.10  Time.  Time is of the  essence in this  agreement  for each and every
term, condition, covenant and provision.

     3.11 Effective Date. This legal instrument has been executed by the parties
intending  that it be effective on the  effective  date set forth on the caption
page. The parties  recognize that they  effectuated a meeting of the minds among
themselves on that effective date and intended that this  instrument take effect
on that date even though  because of the  exigencies  of the modern  world,  the
mechanics  of  drafting,  the  convenience  of the  parties,  and the economy of
travel,  it may have been  necessary to actually sign and notarize the documents
at a later time.

<PAGE>

     3.12  Effective  Place of Execution.  The parties  intend that the place of
execution  be that  county  and state  that is set forth in the  caption of this
instrument.  The  effective  place of  execution  is the place that the  parties
intend  this  instrument  to have been  executed  incorporating  all  laws,  for
purposes of conflicts of laws, which apply to that effective place of execution.
The parties  recognize  that,  due to the  exigencies of the modern  world,  the
mechanics  of  drafting,  the  convenience  of the  parties,  and the economy of
travel,  this instrument may be executed by one or all the parties at some other
geographic  place and possibly at multiple  places.  However,  in spite of this,
they intend that it be deemed executed at the effective place of execution.

     3.13  Interlineations  and Initials.  The parties recognize that because of
the exigencies of the modern world, the mechanics of drafting the convenience of
the parties,  and the economy of costs,  they may have in their own  handwriting
made minor changes in this  instrument.  These minor changes have been initialed
by all parties, if any changes have been made, fore and aft of the change on all
originals to prevent any  extension of  alteration  of that change by any of the
parties or others.  Unless otherwise indicated by the placement of a date beside
the change,  these  changes were  intended by the parties to have occurred as of
the effective date of this  instrument.  Any  interlineated  changes made by the
parties after the effective  date of this  instrument  shall be initialed by all
parties,  dated,  and have the date itself initialed fore and aft by all parties
to this instrument.

     3.14  Execution.  All parties  named in the  caption as parties  shall sign
below and at least one of the parties  shall  initial all pages of all  original
copies  of this  instrument.  Furthermore,  all  documents  such  as  schedules,
exhibits and like  documents  which are expressly  incorporated  herein shall be
initialed by all parties and either exchanged or attached to the originals which
are given to any party named on the caption page of this instrument.

     3.15 Acknowledgement. The notary public who has acknowledged the signatures
of the various parties as designated in the acknowledgements hereto certify that
this  instrument was  acknowledged by the signing party before the notary on the
date of the notarization. If the instrument was subscribed by any of the parties
in a representative capacity, then the notary ascertained that the signing party
signed for the  principal  named by that party and in the capacity in which that
party indicated he/she signed.

<PAGE>

     3.16  Construction  with  Co-Tenancy  Agreement.  THE PARTIES HAVE EXECUTED
CONTEMPORANEOUSLY  HEREWITH A CO-TENANCY AGREEMENT FOR THEIR COMMON OWNERSHIP OF
THE LEASED PREMISES.  IN THE EVENT OF ANY INCONSISTENCY BETWEEN ANY PROVISION IN
THIS  LEASE  AGREEMENT  AND  ANY  PROVISION  IN THE  CO-TENANCY  AGREEMENT,  THE
PROVISION IN THIS LEASE AGREEMENT SHALL PREVAIL.


LESSOR:             MUZZ INVESTMENTS, L.L.C.,
                    an Arizona limited liability company


                    By___________________________
                      Michael S. Musulin, Manager

                    Date signed:  _____________________

LESSEE:             AZCO MINING, INC.,
                    an Delaware corporation


                    By____________________________
                           Ryan A. Modesto, Secretary

                    APPROVED:

                    By:___________________________
                           Lawrence G. Olson, President

                    Date signed:  _____________________