<PAGE>

                                                                    EXHIBIT 10.3

                                ARTICLE OF MERGER
                                       OF
                        SIERRA SILVER-LEAD MINING COMPANY
                                       AND
                              ATLAS MINING COMPANY


Pursuant to the provisions of the Idaho Business Corporation Act, Part
30-1-1105, the undersigned corporations hereby submit the following Articles of
Merger for filing for the purpose of merging Sierra Silver-Lead Mining Company,
an Idaho corporation ("Sierra"), into Atlas Mining Company, an Idaho corporation
("Atlas").

                                    ARTICLE I

The Plan of Merger of Sierra into Atlas is attached as Exhibit A.

                                   ARTICLE II

The merger was duly approved by the shareholders of Sierra. There is only one
class of Sierra stock outstanding.

Designation              Outstanding Shares  Shares Voted for Merger     Percent
-----------------------  ------------------  -----------------------     -------
Common Stock             2,594,540           1,304,962                   50.45%

                                   ARTICLE III

Approval of the Atlas shareholders was not required to approve the merger.

Dated the 14th day of October, 1998.

ATLAS MINING COMPANY                           ATLAS MINING COMPANY


By: /S/ William T. Jacobson                    By: /S/ Kurt Hoffman
   ------------------------                        --------------------
   William T. Jacobson, President                  Kurt Hoffman, Secretary

SIERRA SILVER-LEAD MINING COMPANY              SIERRA SILVER-LEAD MINING
                                                       COMPANY


By: /S/ Donald C. Springer                     By: /S/ R. M. MacPhee
    --------------------------                     ---------------------
   Donald C. Springer, President                   R. M. MacPhee, Secretary


<PAGE>

                                 PLAN OF MERGER

         This Plan of Merger is made and entered into this 20th day of August,
1998, by and between Sierra Silver-Lead Mining Company (Sierra), and Atlas
Mining Company (Atlas), both Idaho corporations.

         Sierra Silver-Lead Mining Company is a corporation organized and
existing under the laws of the State of Idaho and has authorized capital stock
consisting of 6,000,000 shares of fully paid, nonassessable stock with .10 par
value, of which 2,594,540 shares are issued and outstanding, and held by 157
shareholders.

         Atlas Mining Company is a corporation organized and existing under the
laws of the State of Idaho and has authorized capital stock consisting of
6,000,000 shares of fully outstanding, and held by 157 shareholders.

         The Board of Directors of Sierra and Atlas, respectively, deem it
advisable for Sierra to merge into and with Atlas.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, Sierra and Atlas hereby agree to the following Plan of Merger.

         1.       NAMES OF CONSTITUENT CORPORATIONS. Sierra will merge with and
                  into Atlas. Atlas Mining Company will be the Surviving
                  Corporation.

         2.       TERMS AND CONDITIONS OF MERGER. The effective date of merger
                  shall be the date upon which the Articles of Merger are filed
                  with the Secretary of State. Upon the effective date of the
                  merger: the separate corporate existence of Sierra shall
                  cease; title to all real estate and other property owned by
                  Sierra shall be vested in Atlas without reversion or
                  impairment; and the Surviving Corporation (Atlas) shall have
                  all liabilities of Sierra. Any proceedings pending by or
                  against Sierra or Atlas may be continued as if such merger did
                  not occur, or the surviving Corporation may be substituted in
                  the proceeding for Sierra.

         3.       GOVERNING LAW. The laws of the State of Idaho shall govern the
                  Surviving Corporation.

         4.       NAME. The name of the Surviving Corporation shall be Atlas
                  Mining Company.

         5.       REGISTERED OFFICE. The address of the Registered office of the
                  Surviving Corporation shall be 416 River Street, Wallace,
                  Idaho 83873.

                                       2
<PAGE>

         6.       ACCOUNTING. The assets and liabilities of Sierra as of the
                  effective date of the merger shall be taken up on the books of
                  the Surviving Corporation at the amounts at which they are
                  carried at that time Or at the valuation as determined by the
                  directors of each corporation.

         7.       ARTICLES OF INCORPORATION AND BYLAWS. The Articles of
                  Incorporation and Bylaws including any amendments of Atlas
                  will remain the same except that an Article of Merger will be
                  filed upon acceptance of the shareholders of Sierra.

         8.       DIRECTORS. The directors of Atlas as of the effective date of
                  the merger shall be the directors of the surviving Corporation
                  until their respective successors are duly elected and
                  qualified.

         9.       MANNER AND BASIS OF CONVERTING SHARES. As of the effective
                  date of the Merger:

         Each 3.76 shares of Sierra common stock, with a par value of .10 per
share, Issued and outstanding shall continue to be one share of Atlas common
stock with a par value of .10 per share.

         The Surviving Corporation shall convert or exchange each 3.76 shares of
Sierra common stock for one share of the common stock of the Surviving
Corporation; PROVIDED, however, that no fractional shares of the Surviving
Corporation stock shall be issued. In the case of fractional shares, all
fractions of one-half (.50) or more will be issued one share.

         Any shares of stock of Sierra in the Treasury of Sierra on the
effective date of the merger shall be surrendered to the surviving Corporation
for cancellation, and no shares of the Surviving Corporation shall be issued in
respect thereof.

         On the effective date of the merger, holders of certificates of common
stock in Sierra shall surrender them to the Surviving Corporation, or its
Appointed agent, in such manner as legally required. Upon receipt of such
certificate, the Surviving Corporation shall issue in exchange therefor a
certificate of shares of common stock in the Surviving Corporation representing
the number of shares of stock to which such holder shall be entitled as set
forth above.

                                       3
<PAGE>

         In addition, such shareholder shall be entitled to receive any
dividends on such shares of common stock of the surviving Corporation which may
have been declared and paid between the effective date of the merger and the
issuance to such shareholder of the certificate of such common stock.

         10.      SHAREHOLDER APPROVAL. This Plan of Merger shall be submitted
                  to the shareholders of Sierra for their approval in the manner
                  provided under Idaho Code 30-1-1103, on or before September
                  30, 1998, or at such time as the Board of Directors of Sierra
                  shall agree. After approval by a vote of the holders of the
                  majority of the shares entitled to vote thereon, the Articles
                  of Merger shall be filed as required by the laws of the State
                  of Idaho.

         11.      RIGHTS OF DISSENTING SHAREHOLDERS. Any shareholder of Sierra
                  who has the right to dissent from this merger as provided in
                  Idaho Code 30-1-1302, and who so dissents in accordance with
                  the requirements of such part, shall be entitled, upon
                  surrender of the certificate or certificates representing
                  certificated shares or upon imposition of restrictions of
                  transfer of uncertificated shares, to receive payment of the
                  fair value of such shares as provided therein.

         12.      COUNTERPARTS. This Plan of Merger may be executed in any
                  number of counterparts, and all such counterparts and copies
                  shall be and constitute an original instrument. IN WITNESS
                  WHEREOF, this Plan of Merger has been adopted by the
                  undersigned as of this 20th day of August, 1998.


SIERRA SILVER-LEAD MINING COMPANY



By: /S/ Donald C. Springer                      By: /S/ R. M. MacPhee
    --------------------------                      ---------------------
    Donald C. Springer, its President               R. M. MacPhee, Secretary



ATLAS MINING COMPANY


By: /S/ William T. Jacobson                    By: /S/ Kurt Hoffman
   ------------------------                        --------------------
   William T. Jacobson, its President              Kurt Hoffman, its Secretary

                                       4