MICK BJELOPAVLIC - TEXXON, INC.
                                    AGREEMENT


THIS  AGREEMENT made as of the 13th day of May 2002,  Texxon,  Inc., an Oklahoma
corporation, hereinafter referred to as "Company," with its principal offices at
331 East Chilton Drive,  Chandler,  Arizona 85225; and Mick  Bjelopavlic,  whose
residence is at 24 Fallon Pass, O'Fallon, Missouri 63366.

                                   WITNESSETH

     WHEREAS,  Company  requires  expertise  in the area of  chemical  analysis,
methods, reactions, and processes to support its business and growth; and

     WHEREAS,  Mick  Bjelopavlic  has  substantial  knowledge  in the  areas  of
chemical analysis,  methods,  reactions, and processes that may be beneficial to
Company and desires to act as a consultant and provide general  chemical process
consulting and advisory services to Company.

     WHEREAS,  Company  desires to retain  Mick  Bjelopavlic  to render  certain
general chemical process consulting and advisory services.

     NOW,  THEREFORE,  in  consideration of the premises and the mutual promises
and  covenants  contained  herein and  subject  specifically  to the  conditions
hereof, and intending to be legally bound thereby, the parties agree as follows:

1.0  Certain  Definitions - When used in this  Agreement,  the  following  terms
     shall have the meanings set forth below:

     o    Affiliates - Shall be any persons  employed by or entities  controlled
          by a party to this Agreement.
     o    Contact  Person - The person who shall be  primarily  responsible  for
          carrying out the duties of the parties  hereunder or  responsible  for
          the delegation of the duties to be performed.
     o    Extraordinary  Expenses - The expenses that are beyond those  expenses
          that are usual,  regular or customary  (e.g.  local and long  distance
          telephone, facsimile transmission,  postage, computer, secretarial and
          printing) in the conduct of in-house  activities in fulfillment of the
          scope of this Agreement.
     o    Payment or Payable  In-Kind - The  distribution  of the  proceeds of a
          transaction  shall  be in the  same  type  and  form as was  given  as
          valuable consideration for the transaction.
     o    Engagement  Period  -  One  year  from  the  execution  date  of  this
          agreement.

2.0  Contact  Persons - The  Contact  Person for  Company is Gifford M.  "Buddy"
     Mabie III, President.



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3.0  Services to be Rendered by Mick  Bjelopavlic - Mick  Bjelopavlic  agrees to
     render the following services:

3.1  Recovery Process  (Chemical) - Mick Bjelopavlic shall assist Company in its
     efforts to determine the chemical reactions responsible for the recovery of
     platinum metal.  This assistance  shall include  identifying the species of
     platinum metal,  background  information  relative to the recovery process,
     and the actual chemical reactions  responsible for the recovery of platinum
     metal in mineralized  water.  Furthermore,  Mick  Bjelopavlic  shall assist
     Company  in its  efforts to  optimize  and  increase  the batch size of the
     recovery process  utilizing the information  obtained during the background
     research and the determination of the actual chemical reactions.

3.2  Recovery Process  (Mechanical) - Mick  Bjelopavlic  shall assist Company in
     its efforts to optimize the  mechanical  aspects of the  recovery  process.
     This assistance shall include aiding in the  identification of improvements
     in the mechanical aspects of the recovery process including but not limited
     to filtering, kiln/furnace usage, and tank material selection.

3.3  Communication  with  Company  - Mick  Bjelopavlic  shall  stay in  constant
     contact with Company.  This contact shall include  monthly  conferences  to
     inform Company of recent  developments and to discuss  potential  responses
     and actions necessary to further the objectives of this Agreement.

3.4  Other Services - Mick Bjelopavlic shall assist Company in any other aspects
     mutually deemed necessary or beneficial to the objectives of Company.

4.0  Compensation to Mick Bjelopavlic.

4.1  Exemption - Mick  Bjelopavlic  shall be  compensated  with 20,000 shares of
     Common  Stock  valued at $10,000.  The offer of this Common  Stock is being
     made in reliance upon the provisions of Regulation D promulgated  under the
     1933 Act,  Section 4(2) of the 1933 Act,  and/or such other  exemption from
     the  registration  requirements  of the 1933 Act as may be  available  with
     respect to all purchases of Common Stock to be made hereunder.

4.2  Other  Compensation - Mick Bjelopavlic shall be compendsated  $5000 in cash
     upon the consummation of one or more funding transactions  resulting in the
     receipt by Texxon or its successors in interest of at least $100,000.

4.3  Extraordinary  Expenses - Extraordinary  expenses of Mick Bjelopavlic shall
     be submitted to Company for approval prior to expenditure and shall be paid
     by Company,  within ten (10) business days of receipt of Mick Bjelopavlic's
     invoice for payment.  No invoice shall be rendered until after the services
     have been performed.




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4.4  Recovery Process  Improvement  (Chemical)  Compensation - In the event Mick
     Bjelopavlic is able to determine the chemical reactions responsible for the
     recovery of the platinum metal,  and is able to make material  improvements
     to the recovery process, Company agrees to compensate Mick Bjelopavlic with
     100,000 shares of Common Stock valued at $50,000.  The offer of this Common
     Stock  is being  made in  reliance  upon the  provisions  of  Regulation  D
     promulgated  under the 1933 Act,  Section 4(2) of the 1933 Act, and/or such
     other exemption from the  registration  requirements of the 1933 Act as may
     be  available  with  respect to all  purchases  of Common  Stock to be made
     hereunder.

4.5  Recovery  Process  Improvement  (Process)  Compensation - In the event Mick
     Bjelopavlic is able to determine the improvements to the mechanical process
     used for the recovery of the platinum  metal,  and is able to make material
     improvements  to  the  mechanical  recovery  process,   Company  agrees  to
     compensate Mick  Bjelopavlic  with 100,000 shares of Common Stock valued at
     $50,000.  The offer of this Common Stock is being made in reliance upon the
     provisions of Regulation D promulgated  under the 1933 Act, Section 4(2) of
     the  1933  Act,   and/or  such  other   exemption  from  the   registration
     requirements  of the  1933  Act as may be  available  with  respect  to all
     purchases of Common Stock to be made hereunder.

5.0  Indemnification  - Each party agrees to indemnify  and hold the other party
     harmless  from and against any  liability,  loss,  cost,  expense or damage
     caused by reason of any breach, neglect, default or material omission of it
     or any of its agents,  employees,  or other representatives  arising out of
     the  failure to perform  its duties or  obligations  under this  Agreement,
     provided there shall be no liability for punitive,  consequential,  special
     or exemplary damages under any circumstances. Nothing herein is intended to
     nor shall it relieve either party from liability from its own act, omission
     or  negligence.  All  remedies  provided  by  law  or in  equity  shall  be
     cumulative and not in the alternative.

6.0  Representations  and Warranties - Each party hereby  represents,  covenants
     and warrants to the other party as follows:

     6.1  Authorization  - It and its  signatories  herein  have full  power and
          authority  to  enter  into  this   Agreement  and  to  carry  out  the
          transactions contemplated hereby.

     6.2  No Violation - Neither the  execution  and delivery of this  Agreement
          nor the  consummation  of the  transactions  contemplated  hereby will
          violate any  provision of its charter or bylaws or violate any term or
          applicable law, rule or regulation.

     6.3  Agreement in Full Force and Effect - All of its contracts, agreements,
          leases, and licenses referenced herein are valid and in full force and
          effect.

     6.4  Litigation  -  There  is  no  action,  suit,  inquiry,  proceeding  or
          investigation  by  or  before  any  court  or  governmental  or  other
          regulatory or administrative  agency or commission  pending or, to the
          best of its  knowledge  threatened  against it, or which  questions or
          challenges  the  validity of this  Agreement  and the  subject  matter
          hereof;  and it does not know or have any reason to believe  any valid
          basis for any such action, proceeding or investigation.



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     6.5  Consents  - No  consent  of any  person,  other  than the  signatories
          hereto,  is necessary for the execution,  delivery and consummation of
          the transactions contemplated hereby,  including,  without limitation,
          consents from parties to loans, contracts,  leases or other agreements
          and consents from  governmental  agencies,  whether federal,  state or
          local.

     6.6  Reliance - It has and will rely upon the  documents,  instruments  and
          written information furnished
          to it by the other party's officers, employees and representatives.

     6.7  Accuracy - All representations,  warranties and statements provided by
          it are true, complete and accurate in all material respects.

     6.8  Compliance  with Law - Each party agrees to comply with all applicable
          laws, rules and regulations applicable to it, including especially all
          applicable federal and state securities laws.

     6.9  Publicity  - Each party  agrees to use its good faith  efforts to keep
          the  other   informed   with  respect  to  all   material   facts  and
          circumstances related to it.

7.0  Representations by Mick Bjelopavlic.

     7.2  Disclosure of Relationship  with Company - Mick Bjelopavlic  agrees to
          disclose  in a manner  consistent  with  applicable  laws,  rules  and
          regulations  that he is  providing  the  services set forth in section
          three of this Agreement in exchange for Common Stock of Company.

     7.3  Short Sales - Mick  Bjelopavlic,  his affiliates  and related  parties
          (including  all  family  members)  shall not  under any  circumstances
          engage  either  directly or  indirectly  in short  sales of  Company's
          Stock.  Mick  Bjelopavlic  shall not direct any third parties to short
          sales of Company's Stock.

     7.4  Assignment  - No part of this  Agreement  shall  be  assignable.  Mick
          Bjelopavlic may not transfer any portion of his rights, obligations or
          duties under this  contract to a third party without  Company's  prior
          written consent.

     7.5  Purchase Entirely for Own Account - This Agreement is made in reliance
          upon Mick  Bjelopavlic  's  representation  to Company,  which by Mick
          Bjelopavlic 's execution of this Agreement,  Mick  Bjelopavlic  hereby
          confirms, that Company's Common Stock is being acquired for investment
          purposes for Mick  Bjelopavlic  's own account and not with a view for
          resale or  distribution  of any part thereof except in accordance with
          applicable federal and state securities laws.

     7.6  Restricted  Securities - Mick  Bjelopavlic  understands that Company's
          Common  Stock  issued  hereunder  may  not be  sold,  transferred,  or
          otherwise disposed of without registration under the Securities Act or
          an  exemption  therefrom,  and  that in the  absence  of an  effective
          registration  statement or an available  exemption  from  registration
          under the Securities Act, the Common Stock must be held  indefinitely.
          Mick  Bjelopavlic is aware that the Common Stock may not be sold under
          Rule 144 unless of all of the conditions of that rule have been met.



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8.0  Miscellaneous Provisions.

     8.1  Amendment and  Modification - This Agreement may be amended,  modified
          and  supplemented  only by written  agreement of Mick  Bjelopavlic and
          Company.

     8.2  Waiver - Any failure of Mick Bjelopavlic, on the one hand, or Company,
          on the other,  to comply with any  obligation,  agreement or condition
          herein may be expressly waived in writing,  but such waiver or failure
          to insist  upon  strict  compliance  with such  obligation,  covenant,
          agreement or  condition  shall not operate as a waiver of, or estoppel
          with respect to, any subsequent or other failure.

     8.3  Expenses  -  Whether  or not  the  transactions  contemplated  by this
          Agreement are consummated,  Mick Bjelopavlic  agrees that all fees and
          expenses   incurred  by  Mick  Bjelopavlic  in  connection  with  this
          Agreement  shall be borne by Mick  Bjelopavlic and Company agrees that
          all fees and  expenses  incurred  by Company in  connection  with this
          Agreement shall be borne by Company, including,  without limitation as
          to both Mick  Bjelopavlic  or  Company,  all fees and expense of their
          respective counsel and accountants.

     8.4  Other Business  Opportunities  - Except as expressly  provided in this
          Agreement,  each party  hereto shall have the right  independently  to
          engage in and receive full benefits from other business activities.

     8.5  Notices  - Any  notices  to be given  hereunder  by any  party  may be
          effected by personal  delivery  in writing or by mail,  registered  or
          certified,  postage  prepaid with return receipt  requested or by fax.
          Mailed  notices  shall be  addressed  to the parties at the  addresses
          appearing in the  introductory  paragraph of this  Agreement,  but any
          party may change its address by written notice in accordance with this
          subsection.  Notices  delivered  personally and by fax shall be deemed
          communicated  upon  actual  receipt.  Mailed  notices  shall be deemed
          communicated as of three (3) business days after mailing.

     8.6  No Assignment - This Agreement and all of the provisions  hereof shall
          be binding  upon and inure to the  benefit of the  parties  hereto and
          their respective  successors and permitted  assigns,  but neither this
          Agreement nor any right,  interests or obligations  hereunder shall be
          assigned  by any of the  parties  hereto  without  the  prior  written
          consent of the other parties, except by operation of law.

     8.7  No Delegation - Neither party shall  delegate the  performance  of its
          duties under this Agreement  without the prior written  consent of the
          other party.

     8.8  Advertising and Publicity - Neither Mick Bjelopavlic nor Company shall
          make or issue,  or cause to be made or  issued,  any  announcement  or
          written  statement  concerning  this  Agreement  or  the  transactions
          contemplated  hereby for  dissemination  to the general public without
          the prior consent of the other party.  This provision shall not apply,
          however,  to any announcement or written statement required to be made
          by law or the regulations of any federal or state governmental agency,
          except that the party shall  consult  with the other party  concerning
          the timing and content of such  announcement  before such announcement
          is made.



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     8.9  Governing  Law - This  Agreement  and the  legal  relations  among the
          parties  hereto shall be governed by and construed in accordance  with
          the laws of the State of Oklahoma,  without  regard to its conflict of
          law  doctrine.  Company and Mick  Bjelopavlic  agree that if action is
          instituted to enforce or interpret  any  provision of this  Agreement,
          then jurisdiction and venue shall be Tulsa County, Oklahoma.

     8.10 Counterparts - This Agreement may be executed simultaneously 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.

     8.11 Heading - The heading of the sections of this  Agreement  are inserted
          for convenience  only and shall not constitute a part hereto or affect
          in any way the meaning or interpretation of this Agreement.

     8.12 Entire Agreement - This Agreement,  including any Exhibits hereto, and
          the other documents and certificates  delivered  pursuant to the terms
          hereto,  set forth  the  entire  Agreement  and  understanding  of the
          parties hereto in respect of the subject matters  contained herein and
          supersedes all prior agreements,  promises,  covenants,  arrangements,
          communications,   representations  or  warranties,   whether  oral  or
          written,  by any  officer,  employee  or  representative  of any party
          hereto.

     8.13 Third  Parties  - Except as  specifically  set  forth or  referred  to
          herein,  nothing  herein  expressed or implied is intended or shall be
          construed to confer upon or give to any person or  corporation,  other
          than the parties hereto and their successors or assigns, any rights or
          remedies under or by reason of this Agreement.

     8.14 Attorneys'  Fees and  Expenses - If any action is necessary to enforce
          and collect upon the terms of this  Agreement,  the  prevailing  party
          shall be entitled  to  reasonable  attorneys'  fees and  expenses,  in
          addition to any other relief to which that party may be entitled. This
          provision shall be construed as applicable to the entire Agreement.

     8.15 Survivability  -If any part of this  Agreement is found or deemed by a
          court of competent  jurisdiction to be invalid or unenforceable,  that
          part shall be severed from the remainder of this Agreement.

     8.16 Further  Assurances  - Each of the  parties  agrees that it shall from
          time to time take such actions and execute such additional instruments
          as may be  reasonably  necessary or  convenient to implement and carry
          out the intent and purpose of this Agreement.

     8.17 Right to Data After  Termination - After termination of this Agreement
          each  party  shall  be  entitled  to  copies  of all  non-confidential
          information acquired hereunder prior of the date of termination.

     8.18 Intellectual Property Rights - All reports,  documentation,  drawings,
          electronic communications and/or presentations,  whether in printed or
          electronic format shall become the property of Company.



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     8.19 Relationship of the Parties - Each party is an independent  contractor
          and an independent  business not controlled by or under common control
          of the other  party.  Nothing  contained  in this  Agreement  shall be
          deemed  to  cause  either  party  to  be a  partner,  agent  or  legal
          representative  of the  other,  or create any  fiduciary  relationship
          between them.  Neither party shall have any authority to act for or to
          assume any obligation or  responsibility on behalf of the other party.
          The rights,  duties,  obligations and liabilities of the parties shall
          be  several,  not joint or  collective.  Neither  party shall have any
          authority to take or withhold any action for the other or to represent
          to anyone that it has the power and authority to do so.

9.0  Term of Agreement and  Termination.  This Agreement shall be effective upon
     execution,  shall continue for one (1) years unless  terminated  sooner, by
     either  party,  upon  giving to the other party  thirty (30) days'  written
     notice,  after which time this  Agreement is terminated.  Mick  Bjelopavlic
     shall be entitled to the Recovery  Process  Compensation  described in this
     Agreement for improvements  implemented by Company or its affiliates within
     one (1) year after  termination of this Agreement if said improvements were
     the result of Mick  Bjelopavlic  `s initial  introduction  and its material
     efforts  in the  consummation  thereof  prior  to the  termination  of this
     Agreement.

10.0 Arbitration: Indemnification.

     WITH RESPECT TO THE  ARBITRATION  OF ANY DISPUTE,  THE  UNDERSIGNED  HEREBY
     ACKNOWLEDGE THAT:

     (i)  ARBITRATION IS FINAL AND BINDING ON THE PARTIES;

     (ii) THE  PARTIES  ARE  WAIVING  THEIR  RIGHT  TO SEEK A REMEDY  IN  COURT,
          INCLUDING THEIR RIGHT TO JURY TRIAL;

     (iii)PRE-ARBITRATION  DISCOVERY  IS GENERALLY  MORE  LIMITED AND  DIFFERENT
          FROM COURT PROCEEDINGS;

     (iv) THE ARBITRATOR'S  AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR
          LEGAL   REASONING   AND  ANY  PARTY'S  RIGHT  TO  APPEAL  OR  TO  SEEK
          MODIFICATION OF ANY RULING BY THE ARBITRATORS IS STRICTLY LIMITED;

     (v)  THE  PANEL  OF  ARBITRATOR  MAY  INCLUDE  ARBITRATORS  WHO WERE OR ARE
          AFFILIATED WITH THE SECURITIES INDUSTRY; AND

     (vi) THIS ARBITRATION  AGREEMENT IS SPECIFICALLY WRITTEN TO INCLUDE ANY AND
          ALL  STATUTORY  CLAIMS  ARISING  UNDER  THIS  AGREEMENT  THAT MIGHT BE
          ASSERTED BY ANY PARTY.

     THE PARTIES AGREE THAT:

     A.   ALL DISPUTES,  CONTROVERSIES  OR DIFFERENCES  BETWEEN COMPANY AND MICK
          BJELOPAVLIC   OR   ANY   OF   THEIR   OFFICERS,    DIRECTORS,    LEGAL
          REPRESENTATIVES,  ATTORNEYS,  ACCOUNTANTS, AGENTS OR EMPLOYEES, OR ANY
          CUSTOMER OR OTHER PERSON OR ENTITY, ARISING OUT OF, IN CONNECTION WITH
          OR  AS  A  RESULT  OF  THIS  AGREEMENT,   SHALL  BE  RESOLVED  THROUGH
          ARBITRATION RATHER THAN THROUGH LITIGATION.

     B.   ALL DISPUTES FOR RESOLUTION  SHALL BE SUBMITTED EITHER TO THE AMERICAN
          ARBITRATION  ASSOCIATION  OR THE NATIONAL  ASSOCIATION  OF  SECURITIES
          DEALERS,   INC.,  WHICHEVER  ASSOCIATION  HAS  JURISDICTION  OVER  THE
          DISPUTE,  WITHIN THIRTY (30) DAYS AFTER RECEIVING A WRITTEN REQUEST TO
          DO SO FROM ANY PARTY.



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     C.   IF ANY PARTY  FAILS TO SUBMIT THE DISPUTE TO  ARBITRATION  ON REQUEST,
          THEN THE REQUESTING PARTY MAY COMMENCE AN ARBITRATION PROCEEDING.

     D.   ANY HEARING SCHEDULED AFTER ARBITRATION IS INITIATED SHALL, UNLESS THE
          PARTIES AGREE OTHERWISE,  TAKE PLACE IN TULSA, TULSA COUNTY, OKLAHOMA,
          AND THE FEDERAL ARBITRATION ACT SHALL GOVERN THE PROCEEDING.

     E.   IF ANY PARTY  SHALL  INSTITUTE  ANY COURT  PROCEEDING  IN AN EFFORT TO
          RESIST  ARBITRATION AND BE  UNSUCCESSFUL  IN RESISTING  ARBITRATION OR
          UNSUCCESSFULLY  CONTESTS THE  JURISDICTION  OF ANY  ARBITRATION  FORUM
          LOCATED IN TULSA, TULSA COUNTY, OKLAHOMA, OVER ANY MATTER WHICH IS THE
          SUBJECT OF THIS AGREEMENT,  THE PREVAILING  PARTY SHALL BE ENTITLED TO
          RECOVER  FROM THE LOSING  PARTY ITS LEGAL  FEES AND ANY  OUT-OF-POCKET
          EXPENSES  INCURRED  IN  CONNECTION  WITH  THE  DEFENSE  OF SUCH  LEGAL
          PROCEEDING  AND ITS  EFFORTS TO ENFORCE ITS RIGHTS TO  ARBITRATION  AS
          PROVIDED FOR HEREIN.

     F.   EACH PARTY WILL SIGN ANY REQUIRED AND CUSTOMARY AGREEMENT TO ARBITRATE
          REQUIRED  BY THE  AMERICAN  ARBITRATION  ASSOCIATION  OR THE  NATIONAL
          ASSOCIATION OF SECURITIES DEALERS,  INC., AS APPROPRIATE,  AT THE TIME
          ANY DISPUTE IS SUBMITTED FOR ARBITRATION.

     G.   THE  PARTIES  AGREE TO BE BOUND BY THE  DECISION OF ANY AWARD AS BEING
          FINAL AND CONCLUSIVE AND AGREE TO ABIDE THEREBY.

     H.   ANY  DECISION  MAY BE FILED WITH ANY COURT AS A BASIS FOR JUDGMENT AND
          EXECUTION FOR COLLECTION.

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



Texxon, Inc.                                       Mick Bjelopavlic


By:  /s/ Gifford Mabie III                         /s/ Mick Bjelopavlic
     ------------------------                      -------------------------
     Gifford Mabie III                             Mick Bjelopavlic
     President and Chief Executive Officer        (individually)





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