GSA
      Resources, Inc.

    
       

    

    
      	P.O. Box 509 	Cortaro, AZ 85652
	(520) 744-8845	FAX: (520) 744-7770
	info@gsaresources.com	www.gsaresources.com


    

      

    ________________________________

     

    May
       22, 2006

    


    


    
      	
            	TO:	
              Roy
                Shipes - President

            


    

    Atlas
      Mining Corporation

    White
      Cliffs Mining Inc.

    8040
      S.
      Kolb Road

    Tucson,
      AZ 85706

     

    Dear
      Roy:

    


    RE:
      Mineral Property Acquistion

    


    This
      letter sets out the agreement (“Agreement”) reached among GSA Resources Inc.
      (“GSA” or the “Purchaser”) and White Cliffs Mining Inc. and Atlas Minerals Inc.
      (together the "Vendor") as vendor regarding the transfer and sale by the Vendor
      of all (100%) of the interest and rights to a diatomite
      mineral
      property of twenty
      unpatented placer mining claims covering 3,120 acres
      located
      in near Mammoth in Arizona, (the “Property”) more particularly described in
      Schedule A to this Agreement together with the other assets described in this
      Agreement to be sold to GSA , an Arizona company.

     

    Acquisition

     

     

    
      	
              1.

            	
              The
                Vendor hereby agrees to transfer to GSA all the Property on the terms
                and
                subject to the conditions set out in this Agreement (the “Sale
                Transaction”). The Sale Transaction will include assumption of any
                non-financial encumbrances and liabilities registered on the Property
                such
                as existing easements. Transfer of the Property will also include
                transfer
                of any and all assessments, reports, geological and sample data and
                any
                other information or data that has been collected or produced and
                is in
                the possession or owned by WCM. 

            


    

     

    The
      Vendor will also transfer all appurtenances attached to the Property and all
      equipment used in and regarding the operations at the Property, as listed in
      Schedule B to this Agreement, including without limitation the cash reclamation
      bond of approximately $45,900 which the Vendor has put up for reclamation of
      the
      Property. The term “Property” will for the purpose of this Agreement include all
      transferred assets as listed on Schedules A and B. 

    The
      Vendor will transfer the Property directly to GSA or to any assignee of GSA,
      in
      GSA’s discretion. The Property will be transferred free and clear of all
      liabilities, except as indicated in this Agreement. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    After
      conducting due diligence, GSA or its assigns may in their discretion purchase
      all the issued and outstanding shares of White Cliff Mining Inc. from Atlas
      Mining Corporation and in such event, the Vendors will co-operate to ensure
      that
      White Cliff Mining Inc. at the time of sale holds the Properties free and clear
      of liabilities, on the same terms as are otherwise set out in this Agreement.
      

     

    Consideration

     

     

    
      	
              2.

            	
              In
                payment for the sale and transfer of the Property to GSA , on Closing
                (defined below), GSA will pay to the Vendor the sum of $225,000 (the
                “Purchase Price”). 

            


    

     

    


    Deposit

     

    
      	
              3.

            	
              GSA
                will pay to the Vendor the sum of $15,000 (the “Deposit”) which sum will
                be used as a non-refundable deposit and will form a portion of the
                purchase price on Closing. Upon acceptance of the Deposit GSA will
                have 60
                days to close the Sale Transaction. GSA may obtain a further 45 day
                extension to close by paying a further non-refundable deposit of
                $10,000
                (the “Further Deposit”). 

            


    

     

    In
      the
      event that GSA does not complete the Sale Transaction for any reason other
      than
      breach of a representation or agreement by the Vendor, this Agreement will
      terminate and the Vendor’s sole remedy will be to retain the Deposit and if
      already delivered to the Vendor, the Further Deposit. 

     

    Closing

     

     

    
      	
              4.

            	
              Closing
                of the Sale Transaction (the "Closing") will occur on the first business
                day after the 60th day from execution of this Agreement by both parties,
                or 45 days later as per section 3, or on such other date as the parties
                may agree. Closing will be held at the City of Tucson, Arizona, in
                the
                offices of GSA at 11 A.M., or at such other place and time as the
                parties
                may agree.

            


    

     

    


    Definitive
      Agreements

     

    
      	
              5.

            	
              The
                parties agree to instruct their attorneys to co-operate and complete
                comprehensive and definitive transfer documents and agreements for
                the
                Sale Transaction upon execution of this Agreement. The definitive
                agreements will contain terms and representations customary for agreements
                governing the purchase and sale of property and equipment in Arizona,
                as
                prepared by commercial legal counsel of good reputation. 

            


    

     

     

    Due
      Diligence

     

     

    
      	
              6.

            	
              GSA
                will have the right to conduct due diligence on the Property in connection
                with the Sale Transaction. GSA and its accountants, legal counsel
                and
                other representatives will have full access during normal business
                hours
                to the management, properties, books, records, contracts, commitments
                and
                other documents regarding the Property in connection with the transactions
                contemplated herein. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Closing
      Conditions

     

     

    
      	7.	
              This
                Agreement and the Closing hereof is subject to the
                following:

            


    

     

     

    
      	 	
              (a)

            	
              GSA
                being satisfied in its sole discretion with the results of its due
                diligence review; and 

            


    

     

     

    
      	 	
              (b)

            	
              all
                representations and warranties contained herein and to be contained
                in the
                definitive agreements described in Section 5 hereof shall be true
                and
                correct at the date of Closing.

            


    

     

     

    Representations
      of the Vendor

     

     

    
      	8.	
              The
                Vendor represents and warrants
                that:

            


    

     

     

    
      	 	
              (a)

            	
              the
                Vendor has the full power and authority to transfer or cause to be
                transferred the Property to GSA free and clear of any charges,
                encumbrances, liens or claims; 

            


    

     

     

    
      	 	
              (b)

            	
              all
                data, reports and information about the Property provided and to
                be
                provided to GSA is true and accurate in all material respects; and
                

            


    

     

     

    
      	 	
              (c)

            	
              there
                are no royalties are payable on the Property except current governmental
                taxes and assessments.

            


    

     

     

    Pre
      Closing Covenants

     

     

    
      
        	9.	
                GSA
                  and the Vendor hereby covenant to the other as
                  follows:

              


      

    

     

     

    
      	 	
              (a)

            	
              until
                Closing the Vendor shall maintain the Property in the ordinary and
                normal
                course, as it has been maintained for the past
                year;

            


    

     

     

    
      	 	
              (b)

            	
              the
                Vendor will assist in any permitting and other development matters
                that
                GSA wishes to pursue, including without limitation the air quality
                permit,
                provided that GSA will be responsible for all permitting and development
                costs. In the event that the Sale Transaction does not close, such
                costs
                will be forfeit. 

            


    

     

     

    
      	 	
              (c)

            	
              GSA
                may secure the Property at its own expense provided that the Vendor
                shall
                have full access until Closing. This may include with the vendor’s
                permission moving the mobile equipment to a secure site in Tucson
                for
                assessment and repair estimates at GSA’s
                expense.

            


    

     

     

    Provided
      the Property claims are in good standing at the date of this Agreement, and
      provided GSA has requested and paid for a 45 day extension to close set out
      in
      paragraph 3, GSA will pay the costs of maintaining the Property claims in good
      standing between the date of this Agreement and the Closing, including
      specifically the claims maintenance fees due by September 1, 2006. 

     

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    Binding
      Agreement

     

     

    
      	10.	
              Upon
                acceptance of the terms of this Agreement, the terms of this Agreement
                shall be a legally valid and binding agreement.
                Other terms will be set within 60 days as agreed by the parties and
                set
                out in definitive agreements. If any term cannot be agreed to in
                the
                definitive agreement, the terms of this Agreement will remain in
                full
                force and effect. 

            


    

     

    General

     

    
      	11.	
              All
                dollar references are United States dollars.

            


    

     

    If
      the
      foregoing correctly sets out the terms of our agreement, please execute this
      letter in the space provided. 

     

    GSA
      Resources, Inc. 

     

    Per:
      /s/ Daniel T. Eyde     

          
Daniel
      T.
      Eyde

     

    Accepted
      this 29th day of May, 2006.

     

     

    White
      Cliffs Mining Inc.

     

    Per:
      /s/ Roy Shipes

    Authorized
      Signatory

    


     

    Atlas
      Minerals Inc.

     

    Per:
      /s/ Roy Shipes

    Authorized
      Signatory


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    SCHEDULE
      A

     

    Property
      Description

     

    Twenty
      unpatented placer mining claims covering 3,120 acres

     

    Legal
      Description:

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      B

     

    Bond,
      Plant Facilities and Equipment List

     

    Reclamation
      Bond

     

    Paid
      to
      U.S. Bureau of Land Management in the amount of $45,900.

     

    Facilities:

     

    


    16
      cubic
      yard (cy) ore receiving hopper,

    conveyor
      belt, 

    impact
      mill, 

    diesel
      fired dryer, 

    hammer
      mill, 

    three
      cyclones for separation, 

    a
      baghouse, 

    three
      product silos, 

    and
      two
      bagging machines.

    


    Any
      mobile or other equipment, trailers, lab facilities, or test and process
      equipment not specifically mentioned, but part of the processing facilities
      and
      equipment currently at the White Cliffs site.

    


    Mobile
      Equipment