Exhibit 10.5
                                                                    ------------



                     MR3 SYSTEM METALS EXTRACTION AGREEMENT


                                     between


                                MR3 SYSTEMS, INC.


                                       and


                         CONSOLIDATED EMPIRE GOLD, INC.
                         TRANSCONTINENTAL MINERALS, INC.
                         CONSOLIDATED EMPIRE MINES, LTD.
                                 EMPIRE GOLD LLC










                                OCTOBER 23, 2002
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                                TABLE OF CONTENTS


1.   DEFINITIONS AND INTERPRETATION..........................................  2

2.   GRANT OF EXCLUSIVE PROCESSING RIGHTS....................................  5

3.   MINING, CONCENTRATION AND PROCESSING OF GOLD............................  5

4.   OBLIGATIONS OF THE PARTIES..............................................  7

5.   EXPENSES AND DISBURSEMENTS..............................................  7

6.   REPORTING, BOOKS, RECORDS AND BANKING...................................  8

7.   GOVERNMENT APPROVALS....................................................  8

8.   LIMITATIONS OF LIABILITY................................................  9

9.   TAXES...................................................................  9

10.  ASSIGNMENT AND SUB-CONTRACTING..........................................  9

11.  DURATION AND TERMINATION................................................  9

12.  FORCE MAJEURE, LIABILITY FOR NON-PERFORMANCE AND CAUSE OF
     GENERATION DEFICIENCY................................................... 10

13.  CONFIDENTIALITY......................................................... 11

14.  GENERAL PROVISIONS...................................................... 13

15.  GOVERNING LAW........................................................... 14

16.  ARBITRATION............................................................. 14

17.  ENTIRE AGREEMENT........................................................ 14

18.  REPRESENTATIONS AND WARRANTIES.......................................... 14

19.  GOOD FAITH.............................................................. 15



                                                                               1
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              THIS AGREEMENT is made this 23rd day of October, 2002

                                     BETWEEN

MR3 Systems, Inc., a Delaware corporation, whose address is 435 Brannan Street,
Suite 200, San Francisco, California 94107 ("MR3"); and

Transcontinental Minerals, Inc., a Colorado C-Type corporation; Consolidated
Empire Mines, Ltd.; a Colorado Limited Partnership; Empire Gold LLC., a Vermont
Limited Liability Company; and Consolidated Empire Gold, Inc., a Colorado
corporation, each of whose address is 31587 Broadmoore Drive, Evergreen,
Colorado 80439 (all entities collectively referred to herein as "CEG").

The CEG and the MR3 are at times referred to herein individually as a "party",
or collectively as the "parties" hereto.

                                    RECITALS

         WHEREAS, MR3 is the exclusive owner and developer of, and will continue
to develop, the MR3 Technology which extracts individual metals from industrial
wastes and other complex metal sources for conversion into pure metals and
specialty chemical products; and

         WHEREAS, MR3 designs, manufactures, installs and operates facilities
utilizing the MR3 Technology to extract and recover metals; and

         WHEREAS, CEG owns and operates the Grace Gold Mining Complex located
near Empire, Colorado, containing valuable gold deposits; and

         WHEREAS, MR3 and CEG entered into an agreement, dated June 18, 2002,
under the terms of which CEG agreed to engage MR3 to build and operate a MR3
Facility on its site to process certain source materials into gold dore bars for
sale by MR3, with MR3 and CEG sharing the net proceeds from such sales on a
50/50 basis.

         WHEREAS, the parties wish to replace that prior agreement with this
Agreement and expand their joint activities on the Property to include the
concentration of gold ore on the Property and the MR3 processing of such
concentrates off the Property.

         NOW THEREFORE, in consideration of the premises, terms and conditions
set forth herein, and for other good and valuable consideration, the parties
agree as follows:

1.       DEFINITIONS AND INTERPRETATION

         For purposes of this Agreement, the following terms shall have the
following meanings:

         1.1      "Agreement"                       shall mean this Agreement,
                                                    including all schedules,
                                                    exhibits, and attachments
                                                    hereto, as it may be amended
                                                    by the parties hereto from
                                                    time to time.

         1.2      "Building"                        means any building or
                                                    structure housing a Facility
                                                    and located either on or off
                                                    the Property.

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         1.3      "CEG Office Expenses"             means starting November 1,
                                                    2002, a monthly payment to
                                                    CEG of $9,500 payable
                                                    semi-monthly at the rate of
                                                    $4,750 on the 1st and 15th
                                                    of each month, payable to
                                                    the "Norma R. Heon - Grace
                                                    Mine Account", to cover
                                                    CEG's expenses and
                                                    supervisory services under
                                                    Section 3.5 below, and to be
                                                    increased at the rate of 10%
                                                    per contract anniversary
                                                    year. These Expenses are to
                                                    be paid until such time as
                                                    CEG begins receiving cash or
                                                    in-kind payments under
                                                    Section 5 below exceeding
                                                    $20,000 per month.

         1.4      "Concentrates"                    means the resulting
                                                    concentrates from the
                                                    gravity concentration of the
                                                    gold Source Material
                                                    manufactured in a
                                                    Knelson-type centrifugal
                                                    concentrator and then run
                                                    across a Gemini-type table.

         1.5      "Confidential Information"        means as defined in Section
                                                    13 of this Agreement.

         1.6      "Facility"                        means all the equipment,
                                                    material and infrastructure
                                                    housed in a Building
                                                    necessary to process
                                                    Concentrates utilizing the
                                                    MR3 System.

         1.7      "Government Authorizations"       means all authorizations,
                                                    consents, permits, waivers,
                                                    privileges, approvals from,
                                                    and filings with, all
                                                    Governmental
                                                    Instrumentalities necessary
                                                    for the performance of this
                                                    Agreement

         1.8      "Grade Control Program"           means a program to delineate
                                                    the mineralization of the
                                                    Source Material and is
                                                    expected to include
                                                    re-establishing a
                                                    rectangular coordinate
                                                    system, which will provide
                                                    the survey control required
                                                    for re-excavating various
                                                    trenches and excavating new
                                                    trenches along the strike of
                                                    various ore zones,
                                                    re-opening and pumping air
                                                    into several adits, etc..
                                                    Underground maps of various
                                                    workings indicate that ores
                                                    grading 2.0 to 4.0 oz. of
                                                    gold per ton can be exposed
                                                    in some of the trenches
                                                    proposed to be excavated at
                                                    the surface. These ore zones
                                                    persist across widths of 8
                                                    to 15 feet and along strike
                                                    for substantial distances,
                                                    i.e. 600 to 800 feet. The
                                                    program is estimated to cost
                                                    $100,000 to $125,000 and
                                                    take 6 to 9 weeks to
                                                    complete.

         1.9      "Governmental Instrumentality"    means the government of any
                                                    country, state, county or
                                                    other political subdivision
                                                    and any ministry,
                                                    department, political
                                                    sub-division,
                                                    instrumentality, agency,
                                                    corporation commission, or
                                                    the like, under the direct
                                                    or indirect control of that
                                                    government.

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         1.10     "Gross Revenue"                   means the gross receipts
                                                    collected by MR3 from the
                                                    sale of gold and other
                                                    output from a Facility.

         1.11     "Legal Requirements"              means all published laws,
                                                    statutes, orders, decrees,
                                                    regulations, or the like, of
                                                    any Governmental
                                                    Instrumentality having
                                                    jurisdiction over the matter
                                                    in question.

         1.12     "Month"                           means a calendar month.

         1.13     "MR3 System"                      shall mean all the MR3
                                                    primary and secondary
                                                    equipment, modules, media,
                                                    facility controls including,
                                                    without limitation,
                                                    instrumentation, primary and
                                                    secondary control elements,
                                                    shared display(s), control
                                                    algorithms or any software
                                                    based functions necessary
                                                    and required to operate a
                                                    MR3 facility which
                                                    selectively removes targeted
                                                    metals from metals streams
                                                    to produce metals and
                                                    specialty chemical products.

         1.14     "MR3 Technology"                  means the proprietary high
                                                    affinity metals extraction
                                                    and metals separation
                                                    technology owned by MR3 and
                                                    embodied in the MR3 System,
                                                    and all of the know-how,
                                                    show-how, Confidential
                                                    Information, copyrights,
                                                    trademarks, service marks
                                                    and information of any
                                                    nature whatsoever which
                                                    relates to the MR3 System,
                                                    developed, possessed,
                                                    conceived and/or used by
                                                    MR3, including any
                                                    modifications, improvements
                                                    and translations thereof in
                                                    respect of commercial and
                                                    industrial uses.

         1.15     "On-Site Operating Expense"       means all expenses necessary
                                                    for, and incurred on the
                                                    Property in connection with,
                                                    the joint performance of the
                                                    parties under Section 3.1
                                                    below, including (without
                                                    limitation) the cost of all
                                                    buildings, labor, equipment
                                                    acquisition and operation,
                                                    crushing and concentration
                                                    expenses, utilities, Section
                                                    1.3 CEG Office Expenses,
                                                    Grade Control Program
                                                    expenses, security, 55
                                                    gallon drums, B.L.M
                                                    Maintenance fees and
                                                    re-filing fees, permits,
                                                    bonds, payroll taxes,
                                                    property taxes, and other
                                                    taxes, and the like.

         1.16     "MR3 Operating Expenses"          means all the expenses of
                                                    operating, maintaining and
                                                    managing a Building,
                                                    Facility and the MR3 System
                                                    to process gold hereunder.

                                                                               4
<PAGE>

         1.17     "Net Revenue"                     means the Gross Revenue,
                                                    less (i) the sales
                                                    commissions and selling
                                                    expenses, (ii) any taxes
                                                    other charges related to
                                                    such sales, and (iii) each
                                                    party's share of the On-Site
                                                    Operating Expenses as
                                                    determined under Section 3.3
                                                    below.

         1.18     "Property"                        means the property of CEG
                                                    described as the Grace Gold
                                                    Mining Complex, where lies
                                                    the Source Material to be
                                                    processed, located at the
                                                    sites indicated on the
                                                    attached Exhibit A.

         1.19     "Source Material"                 means those gold bearing
                                                    mineral resources known as
                                                    the Grace Dump Reserves and
                                                    described on attached
                                                    Exhibit B, plus the
                                                    extension of the Minnesota
                                                    Zone (the "Upper Placer"
                                                    area), to a depth of 300
                                                    feet, absent the area of the
                                                    Minnesota Mines workings;
                                                    and the Silver Mountain Zone
                                                    to a depth of 500 feet (see
                                                    Map No. 1).

         1.20     "Term"                            means the term of this
                                                    Agreement, being the period
                                                    commencing on the date of
                                                    this Agreement and
                                                    continuing for ten years
                                                    from the date processing
                                                    reaches the rate under
                                                    Section 3.1(e) hereunder,
                                                    unless extended by the
                                                    mutual consent of the
                                                    parties or earlier
                                                    terminated in accordance
                                                    with this Agreement.

2.       GRANT OF EXCLUSIVE PROCESSING RIGHTS

         Subject to Section 5.3 below, CEG hereby grants to MR3 the exclusive
         right to process the Source Material located on the Property into gold
         dore bars under the terms and conditions of this Agreement.

3.       MINING, CONCENTRATION AND PROCESSING OF GOLD

3.1      MR3 and CEG agrees to jointly:

         a.       mine, crush and concentrate gold from the Source Material,
                  loading the concentrates into 55 gallon drums to be delivered
                  to an MR3 Facility for processing into dore bars; and

         b.       conduct a Grade Control Program on the Property to be funded
                  by MR3 on or before December 31, 2002; and

         c.       obtain all water rights, bonds and permits necessary to
                  perform hereunder; and

         d.       lease or otherwise acquire all the equipment necessary to mine
                  and concentrate the gold on the Property (including a 3,000
                  ton per day gravity circuit to be constructed and installed in
                  a building on the Property on or before March 31, 2003); and

                                                                               5
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         e.       reach a processing rate of 3,000 tons of Source Material per
                  day on or before December 31, 2003, or within 9 months of
                  completion at the Grade Control Program, whichever shall last
                  occur.

3.2      MR3 agrees to advance all the funds necessary to pay all On-Site
         Operating Expenses incurred under this Section 3, including all CEG
         Office Expenses, and will be reimbursed by CEG for CEG's share of said
         expenses pursuant to Section 5.4 below. On or before November 1, 2002,
         MR3 will pay to CEG $21,930 in prior CEG Office Expenses incurred after
         June 18, 2002.

3.3      MR3 shall pay 75% of all On-Site Operating Expenses and CEG shall pay
         25% of such Expenses: provided, however, that once CEG has received a
         total of $15,000,000 under Section 5 below, thereafter the parties
         shall each pay 50% of all On-Site Operating Expenses.

3.4      MR3 agrees to:

         a.       manufacture, deliver and install a complete MR3 System and
                  Facility in a Building located in Golden, Colorado; and

         b.       operate, maintain and manage all aspects and activities of the
                  Facility necessary to (i) prepare and process in the Facility
                  all Concentrates into gold dore bars, (ii) dispose of any
                  residue, and (iii) otherwise perform its obligations
                  hereunder, in accordance with the terms and conditions hereof.
                  The parties acknowledge and agree that the MR3 shall at all
                  times be the sole and exclusive owner and operator of the
                  Facility, and shall (i) have such access, power and authority
                  as necessary to exercise its rights and perform its
                  obligations hereunder, and (ii) independently determine the
                  method, means, and technical details for performing the same.
                  MR3 is an independent contractor and is not, and shall not be
                  construed to be, an employee, partner, joint venturer or
                  holder of any position with or as agent of CEG, except where
                  the MR3 has authority to act on behalf of CEG in the
                  circumstances described hereunder.

         d.       pay all MR3 Operating Expenses and any other costs of MR3's
                  performance of its duties and obligations under this Section
                  3.4 out of MR3's share of Net Revenue. Under no circumstances
                  will CEG be responsible for the payment of such expenses.

         e.       obtain all operating, building, use and other permits required
                  to operate the MR3 System in the Building to process the
                  Concentrates into gold.

         f.       transport and off-load at the Building all Concentrates to be
                  processed in the Facility, and MR3 shall have the right to
                  move the Building and Facility.

         g.       commence operation of the Facility within 60 days of receipt
                  of all permits required to do so, and begin processing the
                  Concentrates within 90 days of the date of commencing such
                  operation.

3.5      CEG agrees to supervise the activities on the Property described in
         Section 3.1 above.

3.6      CEG shall have reasonable access to any deep-seated ore bodies that are
         intersected consequent to drilling to depth, i.e., more than 500
         vertical feet in the Silver Mountain Zone and more than 300 vertical
         feet in the "Upper Placer" area.

                                                                               6
<PAGE>

4.       OBLIGATIONS OF THE PARTIES

4.1      MR3 and CEG shall, in performing their duties hereunder:

         (i)      do so in a manner that does not cause the Property or Facility
                  to be in violation of any applicable Legal Requirements or
                  Government Authorizations known to either party; and

         (ii)     do so in a good, workmanlike and diligent manner, in good
                  faith, and in the best commercial interests of both parties.

4.2      The parties shall be responsible for complying with all conditions and
         requirements imposed by all Government Authorizations for the operation
         and maintenance of the Facility and other activities conducted on the
         Property.

4.3      The parties shall perform their respective duties hereunder in
         accordance with the Government Approvals and Legal Requirements
         relating to pollution control and environmental standards applicable to
         the Facility and the Property.

4.4      MR3 shall restrict access to any Facility by all persons, except for
         (i) those persons authorized by MR3, and (ii) the employees and agents
         of he CEG (approved by MR3) to the extent that such access is
         reasonably required in connection with the operation, maintenance or
         repair of the Facility.

4.5      MR3 shall be responsible for the provision of all reasonable and
         customary measures required to ensure the protection and security of
         any Facility.

4.6      The parties shall share responsibility for the sale or other
         disposition of the Facility's output and metals products, either
         directly or through brokers and/or sales agents, including without
         limitation, the sale of gold dore bars.

4.7      In accordance with Section 7, MR3 shall apply for, obtain, and maintain
         in effect all Government Authorizations that are required by either MR3
         or CEG in connection with the construction, operation, maintenance and
         repair of a Building and a Facility.

5.       EXPENSES AND DISBURSEMENTS

5.1      MR3 shall collect all gross receipts from the sale of output and metals
         products produced in any Facility, and pay all shared expenses listed
         in Sections 1.17 (i), (ii) and (iii) above, including reimbursement to
         MR3 for any Section 3.2 advances made for On-Site Operating Expenses,
         subject to CEG's rights under Section 5.4 below.

5.2      Within five (5) days after the end of each semi-monthly period, after
         deduction of all Section 1.17 expenses, (including deduction of all On
         Site Operating Expenses for that period at the rate of 25% of such
         Expenses from CEG's share and 75% of such Expenses from MR3's share),
         MR3 shall disburse fifty percent (50%) of the Net Revenue received (if
         any) for such period to CEG and the remaining fifty percent (50%) of
         such Net Revenue (if any) shall be paid to MR3. For any such month, CEG
         shall have the right to receive all or a portion of its share of such
         Net Revenue in gold dore bars valued at the spot price received by MR3
         for that bi-weekly period's sales under Section 5.1 above.

                                                                               7
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5.3      CEG shall have the option to acquire its 50% of the Concentrates
         without MR3 processing. CEG shall thereafter pay 100% of any expenses
         incurred in shipping, storing and processing the Concentrates it
         receives upon exercising such option.

5.4      Pursuant to Section 3.2 above, MR3 has agreed to advance all the funds
         necessary to pay all On-Site Operating Expenses, including advancing
         CEG's 25% share of such Expenses. CEG agrees that MR3 may reimburse
         itself for any outstanding amounts advanced by MR3 on behalf of CEG at
         the rate of 20% of any disbursements due CEG under Section 5.2 above
         until such time as MR3 has been paid in full for all such advances.

6.       REPORTING, BOOKS, RECORDS AND BANKING

6.1      MR3 shall provide CEG with Monthly reports on the operation and
         performance of a Facility in a format to be agreed to with CEG.

6.2      To the extent consistent with applicable Government Authorizations and
         Legal Requirements, MR3 shall keep accurate records of any accident or
         other occurrence at the Facility that results in injury to persons or
         damage to property. MR3 shall provide to CEG reasonable access to these
         records subject to requirements of confidentiality.

6.3      MR3 shall keep a daily operation log for a Facility, which shall
         include information on any significant events relating to the operation
         of the Facility.

6.4      MR3 shall maintain the financial books and records recording a
         Facility's operations and sales of its output in accordance with U.S.
         Generally Accepted Accounting Principles ("US GAAP") and other
         applicable Legal Requirements.

6.5      An audit of each Facility's financial records and accounts shall be
         performed annually at the end of each calendar year (and upon
         termination of this Agreement if not coincident with a calendar year's
         end) by MR3's independent accounting firm, at MR3's expense. The
         results of such audit shall be binding upon the parties with respect to
         all matters arising under or in connection with this Agreement.

6.6      The financial books and records maintained by MR3 for the operation of
         a Facility and sale of its output, and specific to the Facility, shall
         be the property of MR3. The accounting firm of CEG or such other person
         authorized by CEG shall have the right to examine such financial books
         and records at any time.

7.       GOVERNMENT APPROVALS

7.1      Pursuant to Section 3.2, MR3 shall be responsible for obtaining and
         maintaining all Government Authorizations necessary for the
         construction and operation of a Facility. CEG shall provide all
         reasonable assistance to MR3 in obtaining and maintaining all such
         Government Authorizations. CEG shall review MR3's application for such
         other Government Authorizations for the purpose of assisting MR3 in
         ensuring that all information pertaining the CEG contained therein is
         accurate.

7.2      CEG shall notify MR3 of the need at any time to apply for Government
         Authorizations in addition to those in effect at that time or of the
         need to apply for any changes in Government Authorizations in effect at
         that time.

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8.       LIMITATIONS OF LIABILITY

         Neither party shall be liable to the other, whether for breach of
         contract or for any negligent act or omission or otherwise, for any
         loss of profit, loss of use, loss of production, loss of contracts or
         for any other special, incidental, punitive, indirect or consequential
         loss or damage that may be suffered by the other, except for liability
         under Section 13.

9.       TAXES

         Each party shall be responsible for the handling and payment of all
         taxes and levies imposed upon such party or its subcontractors or their
         respective agents or employees as a result of this Agreement and any
         services performed pursuant hereto.

10.      ASSIGNMENT AND SUB-CONTRACTING

         This Agreement shall be binding on all successors and assigns of either
         party.

11.      DURATION AND TERMINATION

11.1     This Agreement shall remain in full force and effect throughout the
         Term, unless terminated earlier by written notice from one party to the
         other party upon the occurrence of any of the following:

         11.1.1   an order is made or an effective resolution is passed for the
                  liquidation or winding up of either party and such order or
                  resolution is not revoked within ninety (90) days after
                  issuance thereof; or

         11.1.2   either party commits a material breach of this Agreement and
                  fails to remedy such breach within a period of ninety (90)
                  days from the provision of a written notice from the other
                  party requiring the remedy of such breach; or

         11.1.3   either party contravenes any applicable Government
                  Authorization or Legal Requirement in relation to its
                  obligations hereunder which has a material adverse effect on
                  the other party and is not caused or contributed to by any act
                  or omission of such other party; or

         11.1.4   a change in Legal Requirements renders the continued
                  performance of this Agreement for a reasonable period of time
                  by the other party; or

         11.1.5   upon notice from MR3 to CEG if the amount of Net Revenue
                  realized by MR3 over any six-month period during the Term is
                  less than 125 % of the MR3 Operating Expenses plus its share
                  of the On-Site Operating Expenses, and other expenses incurred
                  by MR3 to perform hereunder.

         11.1.6   any exercise of the option granted under Section 12.3 (iii)
                  below.

         11.1.7   the failure of the events described in Sections 3.1 (b), (d)
                  or (e) to take place on or before the dates set forth in each
                  respective section; provided, however, that neither party

                                                                               9
<PAGE>

                  shall have the right to terminate this Agreement pursuant to
                  this Section 11.1.7 if (i) the terminating party caused such
                  failure to occur, (ii) such failure was caused for reasons
                  beyond the control of the non-terminating party, or (iii) such
                  failure was caused by delays in obtaining any item listed
                  under Section 3 (c).

11.2     Upon any termination of this Agreement, MR3 shall remove any Building
         or Facility housing the MR3 System from the Property, including all
         improvements thereto and the accommodations, furnishings, fixtures and
         other equipment at the Facility, within 90 days of such termination.
         However, CEG shall have the option to purchase from MR3 any gravity
         circuit located on the Property, at MR3's cost, less depreciation,
         and/or continue MR3's lease of such gravity circuit with the consent of
         the lessor.

11.3     The termination of this Agreement shall not prejudice or affect any
         rights or remedies of the parties to this Agreement, which have already
         accrued.

11.4     The provisions of Sections 5, 6, 8, 13, 16, and 18 shall survive any
         termination of this Agreement.

12.      FORCE MAJEURE, LIABILITY FOR NON-PERFORMANCE AND CAUSE OF GENERATION
         DEFICIENCY

12.1     For the purposes of this Agreement, "Force Majeure" means any of the
         following events or circumstances (i) not within the reasonable control
         of either party, (ii) which event or circumstance, despite the exercise
         of reasonable diligence, cannot be or be caused to be prevented,
         avoided or removed by either party, and (iii) does not arise out of
         particular circumstances which are within the knowledge of either party
         at the time of entering into this Agreement:

         (i)      acts of war or the public enemy whether war be declared or
                  not;

         (ii)     public disorder, insurrection, rebellion, sabotage, riots or
                  violent demonstrations;

         (iii)    earthquakes, floods, typhoons, drought, storms, other natural
                  calamities and acts of God, or the discovery of hazardous
                  materials or historical artifacts at the Property;

         (iv)     strikes or lockouts or other industrial action;

         (v)      for the purposes of Force Majeure affecting MR3's performance,
                  acts of CEG affecting the operation or maintenance of the
                  Facility; and

         (vi)     any shortfall in utilities or other necessaries for the
                  operation of the Facility (except to the extent that such
                  failure is caused by or contributed to by an act or omission
                  on the part of MR3 or CEG).

12.2     A party shall be excused from performance and shall not be construed to
         be in default of any obligation hereunder so long as failure to perform
         such obligation is due to an event of Force Majeure.

12.3     As soon as possible following the date of commencement of any Force
         Majeure, if either party desires to invoke such Force Majeure as a
         cause for delay in the performance of any obligation (other than

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<PAGE>

         payment of money) hereunder, it shall advise the other party in writing
         of such date and the nature and expected duration of such Force
         Majeure. As soon as possible and in any event within three (3) days
         following the termination of such Force Majeure, the party having
         invoked such Force Majeure as a cause for such delay shall submit to
         the other party reasonable proof of the nature of such delay and its
         effect upon the time of performance.

         MR3 and CEG:

                  (i)      shall make all reasonable efforts to prevent and
                           reduce to a minimum and mitigate the effect of any
                           delay occasioned by any Force Majeure; and

                  (ii)     shall use their best efforts to ensure resumption of
                           normal performance of this Agreement after the
                           termination of any Force Majeure and shall perform
                           their obligations to the maximum extent practicable
                           as agreed between CEG and MR3.

                  (iii)    shall each have the option to terminate this
                           Agreement should such Force Majeure continue for a
                           period of 90 days. Any CEG Office Expenses due under
                           Section 1.3 above shall be advanced by MR3 during
                           such 90 day period.

13.      CONFIDENTIALITY

         Unless waived in whole or in part by a written document signed by MR3
         and received by fax of mail to CEG, CEG agrees to abide by the
         confidentiality obligations set forth below:

13.1     Proprietary and Confidential Information - CEG agrees that any
         proprietary and confidential information ("Confidential Information")
         that is or has been disclosed by or under the authorization of MR3, or
         results from prior discussions pertaining to such disclosures, shall be
         subject to the terms of this Agreement. "Confidential Information"
         includes all MR3 business and technical information whether disclosed
         in writing, orally, or in any other form, tangible or intangible,
         including information of all kinds concerning any:

                  information concerning inventions, discoveries, concepts,
                  ideas, techniques, uses, methods, raw materials, compounds,
                  formulations, test results, lab books, and reports, formulas,
                  software in various stages of development, source codes,
                  object codes, research and development procedures and work in
                  progress, trade secrets, know-how, inventions, technical
                  reports, scientific, engineering, manufacturing and processing
                  information, processes, designs, specifications, drawings,
                  diagrams, models, samples, flow charts, prototypes, tooling,
                  computer programs, algorithms, data, databases, studies,
                  mathematical calculations, finances and plans, customer lists,
                  business plans, contracts, sales, marketing and pricing plans
                  and techniques, production plans, distribution plans, system
                  implementation plans, business concepts, supplier information,
                  personnel matters, business procedures and operations, present
                  or future products, research, processes and technology
                  development programs and investor information, whether in
                  oral, graphic, electronic or any other media or form, and all
                  materials related thereto:

13.2     Exceptions - Confidential Information does not include that information
         which:

         a)       is available to the public at the time it is disclosed or
                  thereafter becomes available to the public; or

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<PAGE>

         b)       is known to the CEG at the time of disclosure; or

         c)       is received by CEG from independent sources having the right
                  to such information without an obligation of confidence or
                  non-disclosure, and without the information having been
                  solicited or obtained by any use of the Confidential
                  Information; or

13.3     Non-Disclosure to Third Parties - CEG shall keep the Confidential
         Information strictly confidential and in trust for MR3. CEG shall use
         its best efforts to safeguard the Confidential Information, taking at
         least the same strict precautions it would take to safeguard its own
         most valuable proprietary and confidential information.

         a)       CEG shall not disclose any portion of the Confidential
                  Information to any third party (that is not an employee
                  provided for below), unless MR3 specifically agrees in writing
                  in advance and the third party agrees in writing to be bound
                  to MR3 as CEG is bound by this Agreement (in its entirety) or
                  by terms substantially similar which are agreed upon by the
                  third party and MR3.

         b)       CEG shall immediately notify MR3 upon receiving any request
                  made by any non-authorized third party to disclose any
                  Confidential Information and shall cooperate with MR3 in its
                  efforts to protect the Confidential Information from
                  disclosure. Should any third party make any unauthorized use
                  of any Confidential Information provided hereunder, CEG shall
                  notify MR3 and cooperate in taking steps to protect the
                  Confidential Information from further unauthorized use.

         c)       CEG may disclose material to the extent required to be
                  disclosed pursuant to any governmental application or pursuant
                  to any final court order, provided however that CEG shall: I)
                  promptly notify MR3 upon its receipt of any pleading,
                  discovery request, interrogatory, motion or other paper that
                  requests or demands disclosure of the Confidential
                  Information, II) oppose any request for disclosure, and that
                  failing, seek to have access and use limited by a protective
                  order; and III) provide MR3 all reasonable opportunity and
                  assist MR3 in its efforts to contest any requirement of
                  disclosure, seek judicial protection against the disclosure
                  and have such disclosure as is required made under a
                  protective secrecy order.

13.4     Employee Access and Control of the Information - CEG agrees that only
         those CEG employees who need to know the Confidential Information will
         have access to same, and then only to the extent necessary to carry out
         their respective tasks. As part of its obligation to safeguard the
         Confidential Information, CEG agrees that prior to and as a condition
         of his or her access to the Confidential Information, each employee
         shall sign a Confidentiality Agreement. CEG shall keep copies of all
         such acknowledgments, and provide copies to MR3 immediately.

         Upon any termination of the Agreement between MR3 and CEG or at any
         time upon MR3's request, CEG agrees to stop use of the Confidential
         Information hereunder and to:

                  a)       Return promptly all documents and other tangible
                           materials provided by or under authorization of MR3
                           that contain evidence, record, derive from or reveal
                           any of the Confidential Information; and

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<PAGE>

                  b)       Destroy all documents and other tangible materials
                           generated by CEG or its employees that evidence,
                           record, derive from or reveal any of the Confidential
                           Information. Upon request, CEG shall certify in
                           writing that such materials have been so returned or
                           destroyed.

13.5     Ownership of the Confidential Information - All Confidential
         Information, and all information that derives from it, is, shall be and
         will remain the exclusive property of MR3 until and unless some other
         agreement is made regarding that Confidential Information. This
         Agreement does not transfer any license or other right to use the
         Confidential Information other than pursuant to the Agreement, and does
         not obligate MR3 to provide any such rights in the future. If CEG
         either directly or indirectly through a third party makes, develops or
         contributes to any invention, application, technique, process,
         specification or work of authorship that is based on, improves upon, is
         derivative of or results from any use of the Confidential Information,
         CEG agrees to assign all rights therein to MR3, until or unless the
         parties enter into some other written agreement regarding the
         Confidential Information. CEG agrees to do what is reasonably necessary
         to perfect this assignment.

14.      GENERAL PROVISIONS

14.1     Notices. All notices, reports and other communications between the
         parties shall be in writing and shall be sent by air courier, or by
         facsimile, with a confirmation copy sent by air courier, addressed as
         follows:

         If to MR3:        MR3 Systems Inc.
                           435 Brannan Street, Suite 200
                           San Francisco, CA 94107
                           Attn: Randall S. Reis, Chairman and CEO
                           Fax: 415-947-1095


         If to CEG:        Consolidated Empire Gold, Inc.
                           31587 Broadmoore Drive
                           Evergreen, CO 80439
                           Attn: Raymond Heon, President
                           Fax: 303-679-1626

         All notices, reports and other communications given in accordance with
         this Section shall be deemed received (i) if sent by air courier, three
         (3) days after the date of dispatch, and (ii) if sent by facsimile:
         twenty-four (24) hours after the time and date of transmission.

14.2     Headings. The subject headings of this Agreement are included for
         purposes of convenience only, and shall not affect the construction or
         interpretation of any provision of this Agreement.

14.3     Counterparts. This Agreement may be executed in several duplicate
         originals, each one of which shall be deemed an original, but all of
         which together shall constitute one and the same instrument. If a party
         signs this Agreement and transmits an electronic facsimile of the
         signature page to the other party, the party who receives the
         transmission may rely upon the electronic facsimile as a signed
         original of this Agreement.

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<PAGE>

14.4     Waivers. If either party fails to enforce any provision of this
         Agreement, or exercise any of its rights hereunder, such failure shall
         not be construed as constituting a waiver of that Party's right
         thereafter to enforce each and every provision of this Agreement in
         accordance with its terms.

14.5     Severability. If any of the terms and provisions hereof shall be held
         invalid or unenforceable, such invalidity or unenforceability shall not
         affect any of the other terms or provisions hereof.

15.      GOVERNING LAW

         This Agreement shall be governed by, and interpreted in accordance
         with, the laws of the State of Colorado, U.S.A., excluding any
         conflicts of laws rules.

16.      ARBITRATION

         All disputes, differences, or questions arising out of or relating to
         this Agreement, or the validity, interpretation, breach, violation or
         termination thereof, shall be settled by arbitration at Denver,
         Colorado, in accordance with American Arbitration Association Rules
         which the parties declare to be known to them. The parties also agree
         that: (a) the appointing authority shall be the American Arbitration
         Association; (b) the number of arbitrators shall be three (3); (c) the
         language to be used in the arbitral proceedings shall be English. In
         any such arbitration proceeding, the arbitrators shall adopt and apply
         the provisions of the Federal Rules of Civil Procedure relating to
         discovery so that each party shall allow and obtain discovery of any
         matter not privileged which is relevant to the subject matter involved
         in the arbitration to the same extent as if such arbitration were a
         civil action pending in a United States District Court. The decision of
         a majority of the arbitrators shall be final and binding on all of the
         parties. The attorney's fees, arbitrators' fees, costs, expenses, and
         other disbursements in connection with such arbitration proceedings
         shall be assessed or apportioned as the arbitrators shall determine.
         Judgment upon any arbitration award may be entered and enforced in any
         court of competent jurisdiction.

17.      ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement between the parties
         concerning the subject matter hereof and supercedes and replaces the
         agreement entered into between the parties on June 18, 2002. If any one
         or more of the provisions contained in this Agreement shall, for any
         reason, be held to be invalid, illegal or unenforceable in any respect,
         such invalidity, illegality or unenforceability shall not affect any
         other provision of this Agreement, but this Agreement shall be
         construed as if such invalid, illegal or unenforceable provision had
         never been contained herein. If, moreover, any one or more of the
         provisions contained in this Agreement shall for any reason be held to
         be excessively broad as to time, duration, geographical scope, activity
         or subject, it shall be construed by limiting and reducing it, so as to
         be enforceable to the extent compatible with the applicable law as it
         shall then exist.

18.      REPRESENTATIONS AND WARRANTIES

         To the best of each party's knowledge, after due inquiry, each of MR3
         and CEG hereby represents, warrants and covenants to the other as
         follows:

         18.1     Right, Power and Authority. Each party has full right, power
                  and authority to enter into this Agreement and there is
                  nothing which would prevent it from performing its obligations
                  under the terms and conditions imposed on it by this
                  Agreement.

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<PAGE>

         18.2     Binding Obligation. This Agreement has been duly authorized by
                  all necessary corporate or legal action of MR3 and CEG,
                  respectively, and constitutes a valid and binding obligation
                  on MR3 and CEG, respectively, enforceable in accordance with
                  the terms hereof.

         18.3     Good Standing. MR3 or CEG, as the case may be, is a
                  corporation or partnership duly organized and validly existing
                  and in good standing under the laws of its jurisdiction of
                  formation and is duly qualified and authorized to do business
                  wherever the nature of its activities or properties requires
                  such qualification or authorization.

         18.4     No Provisions Contravened. There is no provision in its
                  partnership, company or corporate charter, articles of
                  incorporation, By-Laws or equivalent governing documents, and
                  no provision in any existing mortgage, indenture, contract or
                  agreement binding on it which would be contravened by the
                  execution, delivery or performance by it of this Agreement.

         18.5     No Consent of Third Parties Needed. No consent of any third
                  party or holder of any of its indebtedness is or shall be
                  required as a condition to the validity of this Agreement.

         18.6     No Law Contravened. Neither its execution nor its delivery of
                  this Agreement nor its fulfillment of or compliance with the
                  terms and provisions hereto shall contravene any provision of
                  the laws of any jurisdiction, including, without limitation,
                  any statute, rule, regulation, judgment, decree, order,
                  franchise or permit applicable to it.

         18.7     Continued Effect of Representations and Warranties. It
                  covenants and agrees that its representations and warranties
                  contained in this Agreement shall remain true in all respects
                  for the Term hereof with the same effect as though such
                  representations and warranties had been made on and as of any
                  subsequent date during such Term.

         18.8     CEG collectively includes the operator and all the owners of
                  the Property and has the right to grant the exclusive
                  processing rights to MR3 hereunder, and CEG has not, and shall
                  not in the future during the Term of this Agreement, grant
                  such rights to any other person or entity.

19.      GOOD FAITH

         Each party diligently and in the utmost good faith agrees to perform
         its respective duties and obligations under this Agreement and to
         undertake all actions reasonably required to promote the intent of this
         Agreement. The parties each agree to provide all further information,
         and to execute, acknowledge and deliver all further documents and
         instruments, reasonably required to consummate the transactions
         contemplated hereunder.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
date first written above by their duly authorized representatives.

MR3 Systems, Inc.


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

                                                                              15
<PAGE>

Consolidated Empire Gold, Inc.
Operator - Grace Mining Project


By: /s/ RAYMOND P. HEON
    --------------------------------------------
    Raymond P. Heon
    President


Transcontinental Minerals, Inc.


By: /s/ RAYMOND P. HEON
    --------------------------------------------
    Raymond P. Heon
    President


Consolidated Empire Mines, Ltd.


By: /s/ RAYMOND P. HEON
    --------------------------------------------
    Raymond P. Heon
    President, Marquette Minerals, Inc.
    General Partner


Empire Gold LLC

By: Consolidated Empire Gold, Inc., its Operator


    /s/ RAYMOND P. HEON
    --------------------------------------------
    Raymond P. Heon, President


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