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                                                                    EXHIBIT 10.2

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

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                                 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.

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

     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.


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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