EXHIBIT 10.24.2

                                  MINING LEASE

     Mining  Lease  dated  as  of  June 19, 2003 ("Effective Date") between Neil
Johnson,  whose principal address is 700 Capri Lane, Space No. 1, Desert Shores,
CA  92274  ("Owner")  and  La Cuesta International, Inc., an Arizona corporation
having  its  principal place of business at 4837 Scotty Drive, Kingman, Arizona,
86401  ("Lessee").

     1.   Lease  and  Term.  (a)  Owner  leases  to  Lessee all of its undivided
          ----------------
interest in the property described in Exhibit A, together with all (i) tailings,
dumps  and  mine  wastes  on  such  property, (ii) surface rights, easements and
rights of way incident or appurtenant to such property, (iii) mining mineral and
water  rights  incident  or appurtenant to such property, and (iv) improvements,
fixtures,  personal  property,  mining machinery and tools on such property that
are or may be useful or convenient for mining, milling and beneficiation of ores
and  minerals  and  related  uses  ("Mining  Property").

     (b)  The  primary  term  of this agreement is ten (10) years, unless Lessee
elects  to  purchase  Owner's interest as provided in Section 1c, or unless this
agreement is sooner surrendered or terminated as herein provided, or for so long
thereafter  as  any  minerals are produced and sold in commercial quantities, or
for  so  long  as  Lessee  continues  to pay the rental payments as described in
Section  2a.

     (c)  On  or  before  June 19, 2008, Lessee or its successors or assigns, at
its sole option, may purchase One Hundred Percent (100%) of Owner's right, title
and  interest  to  the  property, including the future obligations to all Rental
Payments  and  Royalties  for  One  Hundred  Thousand  Dollars  ($100,000.00).

     2.   Rentals.  (a)  In  accordance  to  a  June  9,  2003 letter agreement,
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Lessee  has  previously paid Owner One Thousand Dollars ($1,000.00) in rents for
the  Mining  Property.  Lessee  shall pay Owner the following additional "Rental
Payments"  in  accordance  with  the  time  schedule  and  dollar amounts below:

            On or before December 19, 2003                $2,000.00
            On or before December 19, 2004                $3,000.00
            On or before December 19, 2005                $3,000.00
            On or before December 19, 2006                $5,000.00
            Every 12 months after December 19, 2006       $5,000.00

     3.   Royalty.  (a)  Lessee  shall  pay  Owner  a  production royalty of One
          -------
Percent  (1%)  the  Net  Smelter  Returns  for  all  ores  and minerals mined or
otherwise  recovered  from the Mining Property and thereafter sold by or for the
account  of  Lessee  before or after processing, smelting or refining ("Ores and
Minerals"), or Five Thousand Dollars ($5,000.00) per year, whichever is greater.

     (b)  "Net  Smelter  Returns" means amounts actually received by Lessee from
any  mint,  smelter,  refinery  or  other  purchaser  from  the sale of Ores and
Minerals less the following charges to the extent that they were not deducted by
the  purchaser  in  computing  payment  to  Lessee:


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               (1)  smelting  and  refining  charges;  penalties;  smelter assay
          costs  and  umpire assay costs; costs of freight and handling of ores,
          metals,  ore  concentrates  from  the  Mining  Property  to  any mint,
          smelter, refinery or other purchase; marketing costs; insurance on all
          such  ores,  metals  or  concentrates;  customs  duties;  severance,
          royalties,  ad  valorem  or  mineral taxes or the like, and export and
          import  taxes  or  tariffs  payable  in respect of said ores, metal or
          concentrates.

          (c)  Royalties  shall be paid on or before the 45th day after the last
day  of  each Lessee fiscal quarter in which Lessee receives payment for sale of
Ores  and  Minerals.  Each  such  payment  shall  be  provisional and subject to
adjustment  as  of  the  end  of  each  Lessee  fiscal  year.

          (e)  With  thirty  (30) days after the end of each calendar quarter in
which  proceeds  from  the  sales  of  Ores and Minerals derived from the Mining
Property  are  received, Lessee shall deliver to Owner an unaudited statement of
royalties  paid  Owner  during the calendar quarter and the calculation thereof.
All  quarterly statements shall be deemed true and correct sixty (60) days after
presentation,  unless  within  that  period  Owner  delivers  notice  to  Lessee
specifying  with  particularity  the grounds for each exception.  Owner shall be
entitled at Owner's expense to an annual independent audit of the statement by a
certified  public  accountant  of  recognized standing acceptable to Lessee, but
only if Owner delivers a demand for audit to Lessee within sixty (60) days after
presentation  of  the  related  quarterly  statement.

     4.   Exclusive  Possession.  Lessee  shall  have  exclusive  possession and
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quiet  enjoyment  of  the  Mining  Property  while  this agreement is in effect.

     5.   Title.  (a)  Owner represents that Owner is in exclusive possession of
          -----
and  owns  the  Mining  Property.

     (b)  Owner warrants that the Mining Property is free and clear of all liens
and  encumbrances  created,  suffered  or allowed by Owner, including any lease,
right  or  license,  except  taxes  not  yet  due and payable.  Owner at Owner's
expense  shall  at Lessee's request take all action necessary to cure any defect
in  or remove any cloud on title to the Mining Property, including participation
in  judicial  proceedings and recordation of any unrecorded documents.  If after
notice  or  demand  Owner  fails  to  do  so, Lessee may take curative action in
Owner's  name and deduct its reasonable costs and expenses, including attorney's
fees,  from  amounts  otherwise  due  Owner.

     (c)  Owner shall not create, suffer or allow any such liens or encumbrances
on  the  Mining  Property  unless  expressly  subordinated  to  Lessee's  rights
hereunder.  Lessee,  at its option, may discharge any lien or encumbrance on the
Mining  Property  or  any  interest therein acquire all the rights of the holder
thereof  and  any  amounts  so  paid  from  any  amounts  otherwise  due  Owner.

     (d)  Owner  shall  provide  Lessee with all data and information related to
title  to  the  Mining  Property  and copies of all unrecorded documents related
thereto  in  Owner's  possession  or  control.

     (e)  Neither  Lessee's execution of this agreement, nor Lessee's failure to
disapprove Owner's title, shall constitute an admission of or estoppel as to the
validity  of  Owner's  title.


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     6.   Lesser  Interest;  Adverse Claims.  (a)  If Owner should own less than
          ---------------------------------
the  entire ownership interest in the Mining Property (even if a lesser interest
is  referred  to  herein), all production royalties and rentals payable to Owner
shall  be  paid  only  in proportion to Owner's actual ownership.  If the Mining
Property  or  any  part  thereof should be subject to any royalty or interest in
production  other  than  those  expressly  reserved  to Owner herein, Lessee may
deduct  all  costs  and expenses it incurs by reason of such royalty or interest
from  amounts  otherwise  due  Owner.

     (b)  Lessee  shall  have  no  obligation  to Owner to protect or defend the
title to the Mining Property if any third person asserts any claim to the Mining
Property for any reason except Lessee's failure to perform obligations expressly
required  by  this  agreement.

     (c)  If  any  third person asserts any claim to the Mining Property, to any
royalty  or  interest  in production or to any amounts payable by Lessee, Lessee
may  deposit  any  amounts  otherwise  due  Owner in escrow until the dispute is
finally  resolved.  Lessee  may  deduct  all  costs  and  expenses,  including
attorney's  fees  and  court  costs,  it incurs by reason of such claim from all
amounts  otherwise  due  Owner.

     7.   Operation Rights.  (a)  Owner grants Lessee unrestricted access to the
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Mining Property and the exclusive rights:

          (i)  to  explore,  develop and mine, and to extract, remove, store and
     dispose of any and all ores, minerals, air, water, waste or other materials
     from  the  Mining  Property  by  means  of  underground  or  surface mining
     operations  or  workings in or on the Mining Property or other property and
     to  deposit  on  the  Mining  Property  all such materials whether from the
     Mining  Property  or  other  property;

          (ii)  to carry on crushing, screening, milling, treatment, processing,
     beneficiating,  smelting  and  refining  operations  on  or  in  the Mining
     Property  or  other  property  with  respect  to  ores,  minerals and other
     materials  from  the  Mining Property or other property, including existing
     tailings,  wastes  and  dumps;

          (iii) to use any part of the Mining Property for stockpiles, tailings,
     waste  dumps  and  leach pads and for any other purpose incident to mining,
     milling,  processing  and  other operations on the Mining Property or other
     property;

          (iv)  to  erect  or construct, use and maintain on the Mining Property
     such  roads,  impoundments,  pipelines, power lines, facilities, buildings,
     structures,  machinery  and equipment as Lessee may require for the conduct
     of  its  operations  on  the  Mining  Property  or  other  property;

          (v)  to  continue  to keep this agreement in effect and use the Mining
     Property  for  mining,  milling,  treatment,  processing,  beneficiation,
     smelting,  refining  or  storage of ores, minerals and other materials from
     other  property  with  such use constituting the conduct of development and
     mining  operations  for  purposes  of  Section  1(c)(ii);  and


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          (vi)  to  stockpile,  inventory  or sell or otherwise dispose of ores,
     minerals and other materials in such forms, at such times and on such terms
     as  Lessee  alone  may  determine.

     (b)  Lessee  shall  conduct its operations in a good and workmanlike manner
in  substantial  compliance  with  the  generally  accepted  understanding  of
applicable  laws  and  regulations  as  from time to time existing in the mining
industry  and  in  conformity  with  Federal,  State  and  County  statutes.

     8.   Commingling.  Lessee  may  commingle ores and minerals from the Mining
          -----------
Property  with  other ores and minerals.  Before commingling, Lessee shall weigh
(or  calculate by volume), sample and assay such ores and minerals in accordance
with  sound mining and metallurgical practices for moisture and payable content.
Lessee  shall  keep  records of such determination for one year after the end of
the  Lessee  fiscal  year  in  which  such  determinations  are  made.

     9.   Indemnity;  Limitations  of  Liability.  (a)  Lessee  shall  keep  the
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Mining  Property  free of liens from labor performed and materials furnished for
Lessee.  Lessee  shall  hold  Owner harmless from all liability to third persons
caused  by Lessee's operations on the Mining Property, which result in injury to
or  death  of  persons or livestock or damage to personal property, or liability
for  violation  of  applicable  laws  or  regulations.

     (b)  In  no  event  shall Lessee's liability for damage or economic loss to
Owner's  interest  in  the  Mining  Property,  whether  resulting  from Lessee's
negligence  or  otherwise, exceeds 150% of the fair market value of the affected
property  (not  including  its  value  for  mining  or  related  purposes).

     (c)  Within  a  reasonable time after termination of this agreement, Lessee
shall being and diligently pursue to completion any reclamation then required by
applicable  laws,  regulations  and  permits by reason of Lessee's operations on
Owner's  real  property.  Lessee's  liability  with  respect  to  disturbance of
Owner's  property shall be limited to compliance with such laws, regulations and
permits.  Lessee  shall  have  no  obligation  or responsibility for any wastes,
dumps,  tailings,  residues  or  other  conditions  on  Owner's  property on the
Effective  Date  or  after  completion  of  such  required  reclamations.

     (d)  The  payments  as  expressly required by this agreement are in lieu of
any  obligation  of  Lessee, express or implied, to explore, develop or mine the
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Mining  Property  or  to  make  any  other efforts or expenditures in connection
therewith.

     (e)  The  obligations  and  limitations  of liability in this Section shall
survive  termination  of  this  agreement.

     10.  Taxes.  Owner  shall  pay  all  taxes  on the Mining Property.  Lessee
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shall  reimburse  Lessor  upon  presentation of paid tax bills or other proof or
payment  for  all real property taxes on the Mining Property accruing while this
agreement  is in effect but taxes for periods in which this agreement begins and
ends  shall  be  apportioned.  Lessee shall pay all taxes on Lessee's operations
and  on  all  personal  property  and  fixtures placed on the Mining Property by
Lessee.  All  taxes  shall be paid before delinquent, but neither party shall be
under  any  obligation  to  pay


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any tax while contesting it in good faith.  Lessee shall have the right, but not
the  obligation,  to  pay any taxes, delinquency charges, late fees or penalties
which  could  become a lien or encumbrance on the Mining Property if Owner fails
to  do  so  and  to  recover  amounts  so  paid  from  Owner.

     11.  Inspection.  At reasonable times and with reasonable advance notice to
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Lessee,  Owner  may at Owner's risk and expense (i) enter the Mining Property to
make  reasonable  inspections  of  Lessee's  operations and (ii) inspect records
necessary  to  substantiate  Lessee's  performance of its obligations under this
agreement.  Lessee  shall  have  no  obligation  to  disclose  to  Owner  any
interpretive  data  or  exploration  concepts  prepared  or developed by Lessee.

     12.  Avoidance of Forfeiture.  (a)  Default by Lessee in performance of any
          -----------------------
obligation  arising hereunder shall not work a forfeiture or termination of this
agreement,  nor  cause  a  forfeiture,  termination  or  reversion of the estate
created  hereby.

     (b)  If Lessee commits a default, Owner shall give Lessee notice specifying
the default with particularity.  Owner's sole remedy shall be recovery of actual
compensatory  damages  plus  interest  at the judgment rate from the date Lessee
receives notice of default.  If Lessee by notice to Owner disputes the existence
of the default, no interest shall accrue if Lessee, within thirty days after the
default  is  finally  determined, initiates and diligently pursues to completion
efforts  to  cure  the  default.

     13.  Termination;  Surrender.  (a)  Lessee  may terminate this agreement at
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any  time  effective  on  giving  Owner  a  thirty  (30)  day  written notice of
termination  and  by  thereafter  delivering  to  Owner  a written instrument of
termination  in  recordable  form.

     (b)  Lessee may surrender any portion of the Mining Property at any time by
giving  Owner  notice  of  surrender in recordable form.  Acreage so surrendered
shall  thereafter  be excluded from the Mining Property for all purposes of this
agreement.  The  rights  of minimum royalties under provisions 4(c)(i) shall not
                                                                             ---
be  adjusted  even if a portion of the land covered by this lease is surrendered
by  Lessee.

     (c)  Upon  termination  or  surrender,  all  rights  and obligations of the
parties  with  respect  to  the affected acreage shall terminate, except for (i)
Lessee's  obligation  to pay royalties for Ores and Minerals previously mined or
otherwise  removed  and  sold and (ii) any rights or obligations which expressly
survive  termination,  including  reclamation.

     14.  Additional  and  After-Acquire  Rights.  If  Owner  (or  any  of them)
          --------------------------------------
acquires  any  right or interest in the Mining Property or within the boundaries
of  the  Mining  Property  while  this  agreement  is in effect, (i) Owner shall
promptly  notify  Lessee, (ii) such right or interest shall automatically become
part  of  the Mining Property for all purposes of this agreement and (iii) Owner
shall sign, acknowledge and deliver to Lessee an amendment to this agreement and
to  any  short form of this agreement so as to include such right or interest as
part  of  the  Mining  Property.

     15.  Removal  of  Property.  Lessee  shall  have  the  right,  but  not the
          ---------------------
obligation, to remove, at any time or times within one year after termination of
this  agreement,  from  the  Owner's  real  property,  all fixtures and personal
property, including ores, minerals, tailings, dumps and wastes, and improvements
which  Lessee  has  erected  or  placed  thereon,  except  mine


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supports  in  place.  Owner  shall  not  be responsible for any such property of
Lessee.  Lessee  may  post  watchmen  on the Mining Property during such period.

     16.  Data.  (a)  Upon execute of this agreement, Owner shall make available
          ----
to  Lessee for copying and general use all hydrological, geological, geophysical
and  engineering  data  and maps, logs of drill holes, cuttings and cores, gamma
and  other  logging  results,  assay,  sampling  and similar data concerning the
Mining Property in Owner's possession or control.  Owner shall have no liability
for  any  use  of  or  reliance  thereon  by  Lessee.

     (b)  Upon request by Owner made within sixty days after termination of this
agreement,  Lessee shall deliver to Owner a copy or summary of all assay results
and  drill  hole  logs and a copy of all drill hole location maps (but excluding
interpretations or evaluations thereof) which Lessee has obtained or prepared as
a result of work on the Mining Property under this agreement.  Lessee shall have
no  liability  for  any  use  of  or  reliance  thereon  by  Owner.

     17.  Method of Payment.  All payments due Owner shall be deemed received by
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Owner  if  paid  to  Neil  Johnson,  700 Capri Lane, Space No. 1, Desert Shores,
California  92274.  Lessee  shall not be liable for the ultimate distribution to
Owner  or  Owner's  successors  or  assigns  of  payments  so  made  by  Lessee.

     18.  Rights-of-Way.  While  this  agreement is in effect, Lessee shall have
          -------------
non-exclusive rights-of-way upon, over, into and through the Mining Property and
other  property  now or hereafter owned, leased or otherwise controlled by Owner
(or  any  of  them) in the vicinity of the Mining Property to construct, improve
and  maintain  such  pipe  lines,  communication  lines,  electrical  power  or
transmission  lines,  roads,  railroads,  tramways,  flumes, tunnels, drifts and
other facilities as may be necessary or convenient for Lessee's operations under
this  agreement.

     19.  Force  Majeure.  (a)  If  Lessee  shall  be prevented by Force Majeure
          --------------
from  timely  performance  of any obligations arising under this agreement other
than  payment  of  money,  the  failure  shall  be  excused  and  the period for
performance  shall  be  extended  for  a  period  equal to the duration of Force
Majeure.  Lessee  shall  promptly  give  Owner  notice  of  commencement  and
termination  of  Force  Majeure.  Lessee  shall  promptly  give  Owner notice of
commencement  and  termination  of  Force  Majeure.  Lessee shall use reasonable
diligence  to remove Force Majeure but shall not be required against its will to
institute  legal proceedings, adjust any labor dispute or challenge the validity
of  any  law,  regulation,  action  or  inaction  of  government.

     (b)  "Force Majeure" includes any cause beyond Lessee's reasonable control,
whether  or  not  foreseeable,  including  but not limited to:  law, regulation,
action  or  inaction  of  government; inability to obtain on terms acceptable to
Lessee  any  public  or  private  license,  permit or authorization which may be
required  for  operations  in  connection  with  the  Mining  Property  or other
property,  including  removal  and  disposal  of  waters, wastes or tailings and
reclamation;  market  and  other  conditions  rendering  the  prospects  for
exploitation of the Mining Property unprofitable or uneconomic; mining casualty;
damage  to  or  destruction  of mine or mill plant or facility; fire; explosion;
inclement  weather;  flood;  civil commotion; labor dispute; inability to obtain
workmen  or  material;  delay  in  transportation;  and  acts  of  God.


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     20.  Arbitration.  Any  dispute  arising  out  of  or  related  to  the
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negotiation,  existence,  performance,  breach  or termination of this agreement
shall be finally determined by arbitration under the then Commercial Arbitration
Rules  of  the  American  Arbitration  Association.  The  exclusive  place  of
arbitration  shall  be El Centrl, California.  The arbitrators shall issue their
award  within ninety days after submission of the dispute to arbitration.  Costs
of  arbitration shall be borne equally.  Judgment on any award may be entered in
any  court  having jurisdiction over the person or property of the party against
whom  the  award  is  entered.

     21.  Notices.  All  notices  and other communications to either party shall
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be  in  writing  and  delivered  personally  or  sent  by  prepaid  mail, Telex,
telecopier  or other means providing for receipt of the communication in written
form.  All  notices  of  default  or  arbitration and demands for performance or
assurance,  if  delivered  personally  to Lessee, shall be delivered to Lessee's
Land Administrator and, if mailed to either party, shall be sent by certified or
registered  mail,  return receipt requested.  Any notice of termination shall be
effective if given orally to Lessor and promptly confirmed be Lessee in writing.
Notices  sent  by  ordinary  mail shall be effective five days after the date of
mailing.  Notices sent by certified or registered mail shall be effective on the
next  business day after the date of actual delivery.  Until a change of address
is  so  given,  notices  shall  be  addressed to Lessee and Owner, respectively:

          Frank L. Hillemeyer                  Neil Johnson
          La Cuesta International, Inc.        700 Capri Lane, Space No. 1
          4837 Scotty Drive                    Desert Shores, CA 92274
          Kingman, AZ 86401

Notices so sent or delivered to Owner shall be as effective as if given to each
of the persons named as Owner.

     22.  Counterparts.  This  agreement  may  be  executed  in  more  than  one
          ------------
counterpart.  If less than all of the persons named as Owner sign this agreement
or  such  other  agreement,  it  shall  nevertheless  bind  each  signatory.

     23.  Short  Form.  Lessee and Owner shall sign and acknowledge a short form
          -----------
of this agreement to give notice hereof to third persons.  Lessee may record the
short  form  or  this  agreement,  or  both.

     24.  Transfer.  Except  as  otherwise expressly provided in this agreement,
          --------
any  party  may from time to time transfer interests in this agreement or in the
Mining  Property.  The  transferor  shall give, as soon as reasonably practical,
notice  thereof  to  the  other  party, including the names and addresses of the
transferees,  a  copy of the document of transfer and the recording data for any
document  relating  to  the  transfer.

     25.  Entire  Agreement; Interpretation.  This agreement contains the entire
          ---------------------------------
agreement  of  the  parties.  There  are  no  other  conditions,  agreements,
representations, warranties or understandings, express or implied.  The division
                                               ------------------
of  this  agreement  into  sections  and  the  use  of  captions  are solely for
convenience  of  reference  and  shall  not  be  used  in  its  interpretation.


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     26.  Effect.  (a)  All  covenants,  conditions  and terms of this agreement
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shall  be  of benefit to, and shall run with, the Mining Property and shall bind
and  inure  to  the  benefit  of the parties and their respective successors and
assigns.

     (b)  This  agreement  has  been  negotiated  between  the  parties at arm's
length.  The  sole  relationship  between  the parties is that of lessor/lessee.
Nothing  in  this  agreement  shall  be construed to create between the parties,
expressly  or by implication, any partnership, joint enterprise, relationship of
----------------------------
trust  and  confidence  or  other  special  relationship, or any relationship of
master  and  servant  or  principal  and  agent,  or  the  like

     (c)  The  implied  obligations  of good faith and fair dealing shall not be
applied  or  construed so as to prevent any party from claiming or enforcing any
right,  benefit,  remedy,  excuse  or  limitation  of liability provided by this
agreement.

     27.  Special  Provision.  Owner  retains  the  right  to collect and remove
          ------------------
rocks  and  rock  specimens  on a small, rock-collector, non-commercial scale as
long  as  such  collection  is lawful and does not interfere with exploration or
mining  activities  of  Lessee.

LESSEE:                                  OWNER:
La Cuesta International, Inc.


By:  /s/  Frank  L.  Hillemeyer          By:  /s/  Neil  Johnson
   ----------------------------------       ------------------------------------
     Frank  L.  Hillemeyer                    Neil  Johnson
     Vice  President


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