LOAN AGREEMENT
                                 --------------


This Loan Agreement (the "Agreement") dated as of October 7, 2003, is made by
and among MR3 Systems, Inc. (the "Company") and High Stakes Capital LLC (the
"Lender").

NOW, THEREFORE, in consideration of the mutual covenants herein set forth, the
parties hereto agree as follows:

1.   THE LOAN

a. The Company agrees to execute the Promissory Note in the form attached hereto
as Exhibit A (the "Note") and to deliver to the Lender the Common Stock Warrants
described in Paragraph 2 below.

b. The Note will be in the total principal amount of $1,250,000.00 and will bear
interest at the rate of 14% per annum and be due and payable on March 1, 2006.

c. The principal amount of the Note shall be disbursed as follows:

     i.   $250,000 immediately upon the closing of this loan; and

     ii.  four additional increments of $250,000 each upon receipt by Lender of
          invoices for equipment, engineering fees or other expenses related to
          and incurred in connection with the Use of Proceeds for the Commercial
          Unit as described in paragraph 3 below.

d. The Note shall mature and be due and payable in full on the earliest of the
following dates:

     i.   March 1, 2006, or

     ii.  The date twenty four (24) months from the date the Commercial Unit
          described below is completed and operational.

e. The Note shall be repaid, with accrued interest, immediately upon the
occurrence of any of the following events:

     i.   the sale of the Commercial Unit described below,

     ii.  any receipt of funds by the Company greater than $5.0 million, in a
          single transaction or series of transactions over any rolling 9 month
          time period, or

     iii. any material sale of Company assets in an amount exceeding $1.0
          million.


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<PAGE>

2.   THE WARRANTS

As further consideration for the agreement of the Lender hereunder, the Company
shall grant to the Lender five year warrants to purchase 2,000,000 shares of
common stock of the Company (which amount will be adjusted for any stock splits
or reverse stock splits which have occurred prior to the date of exercise), at a
strike price of $0.23/share, as evidenced by duly authorized and executed Common
Stock Warrants (the "Warrants") delivered to the Lender on the date the Company
executes the Note. The warrant shall be in the form of Exhibit B. The Company
grants to Lender piggyback registration rights and agrees to register the shares
underlying these Warrants as part of any registration statement the Company
should file with the SEC for so long as any of the Warrants remain outstanding.

3.   USE OF PROCEEDS

The proceeds from this Loan are to be used by the Company solely for the purpose
of designing, engineering, constructing, installing, testing and operating a
plant utilizing the Company's MR3 Technology for applications to commercially
separate metals (the "Commercial Unit").
Lender will have the right to consent to the initial use of the Commercial Unit,
and such consent shall not be unreasonably withheld.

4.   SECURITY

The Company grants to Lender a first priority lien on the Commercial Unit,
together with a security interest in the MR3 Technology used in connection with
the development and operation of the Commercial Unit, pursuant to the Security
Agreement attached hereto as Exhibit C. The Security Agreement shall secure all
amounts owing under the Note, together with the performance of all obligations
and amounts to be paid to Lender under this Loan agreement.

5.   RESIDUAL PAYMENTS

Upon any sale, lease, licensing or similar arrangement with respect to the
Commercial Unit, the Company agrees to pay to Lender an amount equal to 10% of
any royalty (or other similar payments based on the amount or value of metals,
minerals or other products produced from the Commercial Unit) paid to the
Company in connection with the sale, leasing, licensing or other similar
arrangement respecting the Commercial Unit. The Company will make such payments
to Lender within five (5) business days of receipt.


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<PAGE>

6.   PENALTY PAYMENTS

On the first month that any principal or interest becomes overdue, the interest
rate on the loan shall be increased to 18% per annum. The lender shall then also
be entitled to receive 250, 000 warrants per quarter that shall have a strike
price which is the average of the close of the preceding 20 trading days for
each period that the principal or interest is overdue. The warrants shall be
issued as of the first day of any such quarter and shall be deemed fully earned,
regardless of whether the amounts overdue are paid during any such quarter.

7.   CONVERSION OF NOTE

Should the Company and Lender agree that the Commercial Unit shall be used in a
toll refining business to treat milled ores, sludges, concentrates, slimes or
tailings from customers delivered to a processing site using the Commercial
Unit, then the Company shall form a separate subsidiary (the "Subsidiary") for
such business and Lender shall have the right to convert the Note into equity of
the Company, or such Subsidiary, as follows:

     a. If the Company has closed an equity financing within the last 6 months,
or is in the process of raising equity for the Company, Lender shall have the
option to convert the Note into the same equity instrument of the Company on the
same terms as such offering or offerings.

     b. If the Company has not completed an equity financing, and is not in the
process of raising equity, Lender shall have the option to convert the Note into
common shares of the Company at a price per common share equal to 15% less than
the average closing price of the Company's common stock for the preceding twenty
(20) trading days.

     c. Upon formation of the Subsidiary, Lender shall have the right to convert
the Note into the same type of equity security of such Subsidiary as is issued
to the Company at the time of formation, on a pro-rata basis with the Company,
but in no event shall the amount of shares of common stock or other equity
security of such Subsidiary exchanged for the Note represent less than 40% of
the fully diluted outstanding equity (including common and convertible preferred
shares and convertible debt) of such Subsidiary. For purposes of this paragraph,
the contribution by the Company of the royalty free perpetual license for the
technology used to operate the Commercial Unit referred to in Section 2(e) of
the Security Agreement will constitute the Company's pro rata contribution under
this paragraph.

Upon a determination by the Company to enter the toll refining business with the
Commercial Unit, the Company shall give Lender written notice, stating the
conversion price with respect to paragraphs (a) and (b) above, the basis of
determining such price, the proposed outstanding equity of the Subsidiary
(including common and convertible preferred shares and convertible debt), and
the number of shares into which the Note may convert. with respect to each
option above. Lender shall have the right, but not the obligation, to exercise
this conversion option for a period of 180 days from receipt of such notice by
notice to the Company, stating which of the foregoing conversion options it has
elected. Upon receipt of Lender's exercise notice, the Company shall issue the
shares subject to such exercise within fifteen (15) business days.


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<PAGE>

The Company also grants to Lender piggyback registration rights and agrees to
register the shares underlying this conversion right as part of any registration
statement the Company or the Subsidiary should file with the SEC after the date
of exercise of this conversion right.

8.   REPRESENTATIONS OF THE COMPANY

The Company hereby represents and warrants to the Lender that:

a. The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all requisite corporate
power and authority to carry on its business. The Company is duly qualified to
transact business and is in good standing in each jurisdiction in which the
failure to so qualify would have a material adverse effect on its business or
properties.

b. All corporate action on the part of the Company, its officers, directors and
stockholders necessary for the authorization, execution and delivery of this
Agreement, the Note, the Security Agreement and the Warrant and the performance
of all obligations of the Company hereunder and there under has been taken or
will be taken prior to the Loan closing date, and this Agreement, the Note, the
Security Agreement and the Warrant constitute valid and legally binding
obligations of the Company, enforceable in accordance with their respective
terms.

c. There is no action, suit, proceeding or investigation pending or currently
threatened against the Company that questions the validity of this Agreement,
the Note, the Security Agreement or the Warrant, or the right of the Company to
enter into such agreements, or to consummate the transactions contemplated
hereby or thereby, or that might result, either individually or in the
aggregate, in any material adverse changes in the assets, condition, affairs or
prospects of the Company, financially or otherwise, or any change in the current
equity ownership of the Company.

d. Neither the execution nor delivery of this Agreement, the Note, the Security
Agreement or the Warrants, will conflict with or result in the breach of the
terms, conditions or provisions of, or constitute a default under, any contract,
covenant or instrument under which the Company is now obligated. The Company has
obtained all required consents for the transactions contemplated pursuant to
this Agreement.

9.   NEGATIVE COVENANT

So long as any portion of the Loan is still outstanding, the Company shall not,
without the prior written consent of the Lender, incur additional indebtedness
which is secured by the Commercial Unit or the technology used to design and/or
operate the Commercial Unit.

10.  REPRESENTATIONS OF THE LENDER

The Lender hereby represents and warrants to the Company that he has full power
and authority to enter into this Agreement and the Agreement constitutes a valid
and legally binding obligation of the Lender, enforceable in accordance with its
terms.


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<PAGE>

11.  MISCELLANEOUS

a. Survival of Representations. The representations of the Company and the
Lender contained in this Agreement shall survive the execution and delivery of
this Agreement and the Loan closing date.

b. Binding Effect: Successors and Assigns. This Agreement shall be binding on
and enforceable against the parties to it and their respective heirs, legal
representatives, and successors and assigns.

c. Governing Law. This Agreement shall be governed by and construed under the
laws of the State of California.

d. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

e. Agreement to Perform Necessary Acts. Each party to this Agreement agrees to
perform any further acts and execute and deliver any documents that may be
reasonably necessary to carry out the intent of this Agreement.

f. Notices. All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been given on the date
of service if served personally on the party to whom notice is to be given or
within three days after mailing, if mailed to the party to whom notice is to be
given, by Third-class mail, postage prepaid, and properly addressed to the party
at the address set forth on the signature page of this Agreement, or any other
address that a party may subsequently designate by written notice to the other.

g. Amendment of Agreement. This Agreement may be amended, modified, altered or
repealed, in whole or in part, only by execution and delivery of a written
agreement by all the parties hereto.

h. Entire Agreement. This Agreement and the documents referred to herein
constitute the entire agreement among the parties and no party shall be liable
or bound to any other party in any manner by any warranties, representations, or
covenants except as specifically set forth herein or therein.

i. Attorneys' Fees. In any action, arbitration or proceeding arising out of or
related to this Agreement, the prevailing party shall be entitled to its
reasonable attorney fees and related costs, including fees and costs incurred
prior to formal initiation of an action or proceeding, and including fees and
costs incurred for collecting or attempting to collect any judgment or award.

j. Expenses. Each of the parties hereto will bear its own legal fees and other
expenses in connection with the transactions contemplated by this Agreement.


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<PAGE>

k. Severability. If any term or provision of this Agreement, including the
exhibits hereto, or the application thereof to any person, property or
circumstances, shall to any extent be invalid or unenforceable, the remainder of
this Agreement, including the exhibits or the application of such term or
provision to persons, property or circumstances other than those as to which it
is invalid and unenforceable, shall not be affected thereby, and each term and
provision of this Agreement and the exhibits shall be valid and enforced to the
fullest extent permitted by law.

l. No Third Party Beneficiaries. Nothing herein expressed or implied is intended
to confer upon any person, other than the parties hereto or their respective
permitted assigns, successors, heirs and legal representatives, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.

m. No Partnership or Joint Venture. Notwithstanding anything to the contrary
contained herein, nothing contained herein shall be construed as creating a
partnership or joint venture relationship between the parties hereto, and the
parties hereto shall be deemed to have made any elections necessary under any
applicable law, rule or regulation to prevent their being considered or deemed
to be a partnership or joint venture.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the day and year first above written.


MR3 SYSTEMS, INC.

By: /s/ RANDALL S. REIS
    -------------------
Randall S. Reis
Chairman & CEO

Address:  435 Brannan Street
          Suite 200
          San Francisco, CA  94107


High Stakes Capital LLC

By: /s/ Theodore H. Swindells
    -------------------------
Address:  11400 South East 8th Street
          Unit 420
          Bellevue, WA  98004


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<PAGE>

                                 PROMISSORY NOTE
                                 ---------------


$1,250,000.00                                            Dated: October 7, 2003

FOR VALUE RECEIVED, the undersigned, MR3 SYSTEMS, INC. (the "Borrower"), HEREBY
UNCONDITIONALLY PROMISES TO PAY to the order of HIGH STAKES CAPITAL LLC, or
nominee (the "Lender"), the principal sum of up to ONE MILLION TWO HUNDRED FIFTY
THOUSAND DOLLARS ($1,250,000.00), on MARCH 1, 2006. The timing of disbursements,
and the amount and maturity date of any principal sum due hereunder shall at all
times be computed and determined pursuant to the terms and conditions of the
loan agreement ("Loan Agreement") to which this Note is attached as Exhibit A,
and shall be appropriately noted as to date and amount of disbursement on
Schedule 1 hereto. This Note is secured by a Security Agreement of even date
herewith.

          The Borrower further promises to pay interest on the outstanding
principal amount of this Promissory Note from the date hereof until maturity, at
a rate per annum equal at all times to fourteen percent (14%), said interest to
accrue and be payable at maturity. All computations of interest shall be made on
the basis of a year of 365 or 366 days, as the case may be, for the actual
number of days (including the first day but excluding the last day) occurring in
the period for which such interest is payable.

          This Note is convertible into common stock of the Company as set forth
in the Loan Agreement.

          All payments hereunder shall be made in lawful money of the United
States of America and in same day or immediately available funds, to the Lender,
at 11400 South East 8th Street, Unit 420, Bellevue, Washington 98004, or at such
other place or to such account as the Lender from time to time shall designate
in a written notice to the Borrower.

          In the event that any amount of principal or interest, or any other
amount payable hereunder, is not paid in full when due (whether at stated
maturity, by acceleration or otherwise), the Borrower agrees to:

     i.   pay interest on such unpaid principal or other amount, from the date
          such amount becomes due until the date such amount is paid in full,
          payable on demand, at a rate per annum equal at all times to eighteen
          percent (18%), and

     ii.  issue an additional 250,000 warrants per quarter any such payments are
          due or outstanding, with a strike price of the average bid price for
          the preceding 20 trading days, such warrants to be issued the first
          day of each such quarter, and to be deemed fully earned regardless of
          whether the note is paid at any time during the quarter in which the
          warrants are to be issued..

          Whenever any payment hereunder shall be stated to be due, or whenever
any interest payment date or any other date specified hereunder would otherwise
occur, on a day other than a Business Day (as defined below), then such payment


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<PAGE>

shall be made, and such interest payment date or other date shall occur, on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest hereunder. As used herein,
"Business Day" means a day (i) other than Saturday or Sunday, and (ii) on which
commercial banks are open for business in San Francisco, California.

          Anything herein to the contrary notwithstanding, if during any period
for which interest is computed hereunder, the amount of interest computed on the
basis provided for in this Promissory Note, together with all fees, charges and
other payments which are treated as interest under applicable law, as provided
for herein or in any other document executed in connection herewith, would
exceed the amount of such interest computed on the basis of the Highest Lawful
Rate, the Borrower shall not be obligated to pay, and the Lender shall not be
entitled to charge, collect, receive, reserve or take, interest in excess of the
Highest Lawful Rate, and during any such period the interest payable hereunder
shall be computed on the basis of the Highest Lawful Rate. As used herein,
"Highest Lawful Rate" means the maximum non-usurious rate of interest, as in
effect from time to time, which may be charged, contracted for, reserved,
received or collected by the Lender in connection with this Promissory Note
under applicable law.

          The Borrower may prepay the outstanding amount hereof in whole or in
part at any time, without premium or penalty; provided that should such a
prepayment take place prior to April 15, 2004, Borrower shall pay to Lender a
prepayment penalty equal to six months' interest on the average daily
outstanding principal balance during the term of the Loan prior to such
prepayment. Together with any such prepayment the Borrower shall pay accrued
interest on the amount prepaid.

          So long as any amount payable by the Borrower hereunder shall remain
unpaid, the Borrower will furnish to the Lender from time to time such
information respecting the Borrower's financial condition as the Lender may from
time to time reasonably request.

          The Borrower represents and warrants to the Lender that this
Promissory Note does not contravene any contractual or judicial restriction
binding on or affecting the Borrower and that this Promissory Note is the legal,
valid and binding obligation of the Borrower enforceable against him in
accordance with its terms.

          The occurrence of any of the following shall constitute an "Event of
Default" under this Promissory Note:

          (1) the failure to make any payment of principal, interest or any
other amount payable hereunder when due under this Promissory Note or the breach
of any other condition or obligation under this Promissory Note;

          (2) a breach of or failure to perform any representation, condition or
obligation under the Loan Agreement or Security Agreement;

          (3) the filing of a petition by or against the Borrower under any
provision of the Bankruptcy Reform Act, Title 11 of the United States Code, as
amended or recodified from time to time, or under any similar law relating to
bankruptcy, insolvency or other relief for debtors; or appointment of a


                                       8
<PAGE>

receiver, trustee, custodian or liquidator of or for all or any part of the
assets or property of the Borrower; or the insolvency of the Borrower; or the
making of a general assignment for the benefit of creditors by the Borrower; or

          Upon the occurrence of any Event of Default, the Lender, at its
option, may (i) by notice to the Borrower, declare the unpaid principal amount
of this Promissory Note, all interest accrued and unpaid hereon and all other
amounts payable hereunder to be immediately due and payable, whereupon the
unpaid principal amount of this Promissory Note, all such interest and all such
other amounts shall become immediately due and payable, without presentment,
demand, protest or further notice of any kind, provided that if an event
described in paragraph (3) above shall occur, the result which would otherwise
occur only upon giving of notice by the Lender to the Borrower as specified
above shall occur automatically, without the giving of any such notice; and (ii)
whether or not the actions referred to in clause (i) have been taken, exercise
any or all of the Lender's rights and remedies available to the Lender under
that Loan Agreement or Security Agreement, each dated as of October 7, 2003
between the Borrower and the Lender, or otherwise available to the Lender under
applicable law.

The Borrower agrees to pay on demand all the losses, costs, and expenses
(including, without limitation, attorneys' fees and disbursements) which the
Lender incurs in connection with enforcement or attempted enforcement of this
Promissory Note, or the protection or preservation of the Lender's rights under
this Promissory Note, whether by judicial proceedings or otherwise. Such costs
and expenses include, without limitation, those incurred in connection with any
workout or refinancing, or any bankruptcy, insolvency, liquidation or similar
proceedings.

          The Borrower hereby waives diligence, demand, presentment, protest or
further notice of any kind. The Borrower agrees to make all payments under this
Promissory Note without setoff or deduction and regardless of any counterclaim
or defense.

          No single or partial exercise of any power under this Promissory Note
shall preclude any other or further exercise of such power or exercise of any
other power. No delay or omission on the part of the Lender in exercising any
right under this Promissory Note shall operate as a waiver of such right or any
other right hereunder.

          This Promissory Note shall be binding on the Borrower and its
successors and assigns, and shall be binding upon and inure to the benefit of
the Lender, any future holder of this Promissory Note and their respective
successors and assigns. The Borrower may not assign or transfer this Promissory
Note or any of its obligations hereunder without the Lender's prior written
consent.


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<PAGE>

THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
CALIFORNIA LAW.

                                                MR3 SYSTEMS, INC.

                                                By:  /s/ RANDALL S. REIS
                                                         ----------------------
                                                         Name:  Randall S. Reis
                                                         Title: Chairman & CEO

                                                Address: 435 Brannan Street
                                                         Suite 200
                                                         San Francisco, CA 94107


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