EXHIBIT 10.24.3
                                  MINING LEASE
                                  ------------

     Mining  Lease  dated as of July 1, 2003 ("Effective Date") between Edwin C.
Mealy  and Mary C. Mealy, husband and wife, whose principal address is 1805 Bass
Cove  Road,  El Centro, California, 92243 ("Owner") and La Cuesta International,
Inc.,  an  Arizona  corporation  having  its principal place of business at 4837
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 of (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
thereafater  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 July 1, 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 Mining Property, including the future obligations to all Rental
Payments (see Section 2a) and Royalties (see Section 3a and 3b) for Five Hundred
Thousand  Dollars  ($500,000.00).

     2.   Rentals.  (a)  Lessee  shall Pay Owner "Rental Payments" in accordance
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with  the  time  schedule  and  dollar  amounts  as  follows:

            Upon execution of this agreement       2,500.00 (pre-paid 7-1-03)
            On or before January 1, 2004           5,000.00
            On or before January 1, 2005           5,000.00
            On or before July 1, 2006              7,500.00
            Every 12 months after July 1, 2006     10,000.00

     3.   Royalty.  (a)  In  the  event  of production, Lessee shall pay Owner a
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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  Ten  Thousand  Dollars  ($10,000.00) per
calendar  quarter,  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,  or
concentrates  from  the  Mining Property to any mint, smelter, refinery or other
purchaser;  marketing costs; insurance on all such ores, metals or concentrates;
customs  duties;  severance,  royalties,  ad valorem.or mineral taxes and import
taxes  or  tariffs  payable  in  respect  of  said  ores, metal or concentrates.

     (c)  Royalties  shall  be paid to Owner on or before the 45th day after the
last  day  of each calendar quarter in which Lessee receives payment for sale of
Ores  and  Minerals.

     (e)  Within  forty five (45) 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
          ---------------------
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 or 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 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, because of Owner
being  found  to  have  less than a 100% ownership in the Mining Property or any
part  thereof,  the  Mining  Property  is  subject  to any additional 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 and 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  l(c)(ii);  and

          (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


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     determine.

     (b)  Lessee  shall  conduct its operations in a good and workmanlike manner
and  shall  comply  will  all  Federal,  State  and  County  statutes,  laws and
regulations  governing  its operations on the Mining Property, including without
limitation,  statutes, laws and regulations pertaining to environmental quality.
If this agreement is inconsistent with or contrary to any law or regulation, the
law  or  regulation  shall  control  and  this  agreement  shall be deemed to be
modified  accordingly.

     8.   Commingling  Lessee  may  commingle  ores and minerals from the Mining
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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 Mining
          -----------------------------------
Property  free  of liens for labor performed and materials furnished for Lessee.
Lessee  shall  indemnify  and  hold  Owner  harmless from all liability to third
persons,  including  but  not limited to government agencies, 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, damage to the environment, or
liability  for  violation  of  applicable  laws  or  regulations.

     (b)  In  no  event, shall Lessee's liability for damage or economic loss to
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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 begin 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
                          ------------------
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


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any  obligation  to pay 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 her termination of
this  agreement,  from  the  Owner's  real  property,  all fixtures and personal
property,  including  ores,  minerals,  tailings,


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dumps  and  wastes, and improvements which Lessee has erected or placed thereon,
except  mine  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  execution of this agreement, Owner shall make available
          ----
to Lessee for copying and general use all hydrological, geological, geophyscical
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  Edwin C. and Mary C. Mealy, 1805 Bass Cove Road, El Centro,
California,  92243.  Lessee shall not be liable for the ultimate distribution to
Owner  or  Owner's  successors  or  assigns  of  payments  so  made  by  Lessee.

     18.  Right  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
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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  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 and 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;


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labor dispute; inability to obtain workmen or material; delay in transportation;
and  acts  of  God.

     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 Centro, 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 of 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
          La Cuesta International, Inc.          Edwin and Mary C. Mealy
          4837 Scotty Drive                      1805 Bass Cove Road
          Kingman, AZ 86401                      El Centro, CA  92243

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,
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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


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sections  and  the  use  of captions are solely for convenience of reference and
shall  not  be  used  in  its  interpretation.

     26.  Effect.

          (a)  All covenants, conditions and terms of this agreement 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
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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:
LaCuesta  International,  Inc.

By  /s/  Frank  L.  Hillemeyer           By  /s/  Edwin  C.  Mealy
  -----------------------------------      -------------------------------------
    Frank  L.  Hillemeyer                    Edwin  C.  Mealy
    Vice  President
                                         By  /s/  Mary  C.  Mealy
                                           -------------------------------------
                                             Mary  C.  Mealy


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