EXHIBIT 10.6


                                  MINERAL LEASE


         THIS MINERAL LEASE  (hereinafter  the "Lease") is made and entered into
as of  this__________ day of_________________, _______________, by  and  between
________________________________________________________________________________
hereinafter  collectively referred to as "Lessor," and MINERAL RECOVERY SYSTEMS,
INC., a Nevada corporation, Lessee (hereinafter referred to as "MRS").

                              W I T N E S S E T H :

         WHEREAS,  Lessor is the owner of that certain property  situated in the
County of , State of Tennessee,  containing acres, more or less, which property,
including  all Ore and  Minerals  (as  hereinafter  defined)  situated  therein,
thereon and thereunder and all improvements  thereon and appurtenances  thereto,
is  hereinafter  referred to as the  "Premises"  and is more fully  described as
follows:
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________

         WHEREAS,  MRS desires to lease the  Premises  from  Lessor,  and Lessor
desires to lease said  Premises  to MRS,  for the  purposes  of  exploring  for,
developing and mining Ore and Minerals situated therein, thereon and thereunder;

         NOW,   THEREFORE,   in   consideration   of   _______________   Dollars
($_____________) in   hand paid to Lessor,  the receipt and sufficiency of which
are  hereby  acknowledged,   and  further  in  consideration  of  the  covenants
hereinafter set forth, Lessor and MRS agree as follows:

         1. DEMISE.  Lessor does hereby lease and demise the Premises to MRS for
the Term and upon the covenants and  conditions  set forth in this Lease for the
purposes of exploring for,  developing,  mining,  processing and selling the Ore
and Minerals  lying in, under and upon such Premises and for other  purposes set
forth herein.

         2.  DEFINITIONS.  The following  words and terms  wherever used in this
Lease are defined as follows:

         "Concentrates" means upgraded  intermediate products obtained after Ore
is mined and processed.

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         "F.O.B. Mine Value" shall mean the amount received F.O.B. the mine site
by MRS from any purchaser in payment for the Ore,  Concentrates,  or other first
salable  product mined from the Premises and sold,  less  government  severance,
sales or  production  taxes  (other than any based on net  income),  third party
royalties,  sales  commissions and any other expenses borne by MRS in connection
with the sale of such Ore,  Concentrates or other first salable products. In the
event such Ore,  Concentrates  or other first salable  products are shipped to a
mill or other treatment  facility owned and/or operated by MRS, the F.O.B.  Mine
Value as  defined  herein on which  royalties  are  calculated  shall be no less
favorable  to  Lessor  than if such Ore,  concentrates  or other  first  salable
products  had been  shipped  to the  nearest  competitive  custom  mill or other
treatment  facility  which would  accept said Ore,  Concentrates  or other first
salable products.

         "Minerals" shall mean all minerals and mineral substances of whatsoever
nature and character  (other than coal, oil and gas) now known to exist or which
may be subsequently discovered or subsequently classified as minerals or mineral
substances,  irrespective  of whether at the time of the execution of this Lease
any said mineral or substance was considered in connection with the Premises.

         "Ore"  shall  mean  rock,  sediments,  and other  materials  containing
Minerals  mined or  extracted  by or for MRS which MRS, in its sole  discretion,
deems valuable for its mineral content.

         "Tailings"  shall  mean the  reject  material  and  residue  of Ore and
Minerals  after  processing  not  incorporated  in the processed form of Ore and
Minerals.

         "Term" shall mean the initial term of this Lease and any  extension and
renewal thereof.

         "Waste  Material"  shall mean material mined or extracted by or for MRS
which MRS in its sole discretion,  determines not to be valuable for its mineral
content.

         3. RIGHTS OF MRS. Lessor grants unto MRS the following exclusive rights
and privileges on the Premises:

               (a) The  right and  privilege  during  the Term of this  Lease to
enter upon, take possession of, prospect, explore for, test, drill, dig, develop
and mine by any  methods now known or  hereinafter  developed,  including  strip
mining,  dredging  and other  surface  mining  methods  and  underground  mining
methods, and to extract, crush, mill, blend, concentrate,  beneficiate,  refine,
reduce or otherwise process, and sell, or otherwise dispose of, any and all Ore,
Minerals, Concentrates and other materials which may be found within or upon the
Premises,  and  the  products  thereof,  in such  manner  as  MRS,  in its  sole
discretion, deems advisable;

               (b)  The  right  to use  and  affect  as  much  of the  Premises,
including the surface and subsurface  thereof, as may be necessary or incidental
to the exercise of the rights herein granted;

               (c) The right of ingress and egress over, upon, under and through
the Premises and other lands owned by Lessor  adjacent to the Premises as may be
necessary or incidental to the exercise of the rights herein granted;

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               (d) The right to stockpile Ore,  Minerals and  Concentrates  from
the Premises on other lands owned or controlled by MRS;

               (e)  The  right  to  build  on the  Premises  stockpiles  of Ore,
Minerals  and  Concentrates  and to  dispose of or deposit  Waste  Material  and
Tailings on the Premises  whether produced from the Premises or from other lands
being mined by MRS as part of a mine plan which includes the Premises;

               (f) The right to commingle Ore, Minerals, Concentrates, and other
materials and products  thereof  derived from the Premises and products  thereof
with Ore,  Minerals,  Concentrates,  and other  materials  and products  thereof
produced from other lands owned or controlled by MRS;  provided,  however,  that
prior to such  commingling,  MRS  shall  weigh  and  sample  the Ore,  Minerals,
Concentrates,  and other  materials  derived  from the Premises and the products
thereof in accordance with sound mining and  metallurgical  practice,  and shall
make such  analyses and keep and make  available to Lessor such records and data
as shall be reasonably necessary to accurately  determine the quantity,  quality
and character of such Ore, Minerals,  Concentrates,  and other materials derived
from the Premises and the products thereof;

               (g)  The  right  to  excavate  pit  slopes  on  the  Premises  in
connection with mining operations of MRS on adjacent lands;

               (h) The  right to  construct,  assemble,  erect,  use,  maintain,
improve,  repair, replace,  rebuild, remove and relocate in or upon the Premises
such  buildings,   shops,  plants,  machinery,   equipment,  mills,  structures,
facilities, and such other improvements and services, including roads, inclines,
drifts, entry ways,  pipelines,  telephone lines,  electric  transmission lines,
railroads,  conveyors, and other transportation facilities (including facilities
for the  operation,  use and  maintenance of aircraft) and the right to excavate
such  shafts,  pits,  tunnels and  ditches  and to create such lakes,  ponds and
settling  basins,  as  may  be  necessary  or  incidental  to  the  exploration,
development,  mining, extraction,  removal,  processing, sale and disposition of
Ore, Minerals,  Concentrates, and the products thereof whether produced from the
Premises  or from other  lands  being  mined by MRS as part of a mine plan which
includes the Premises;

               (i) The  right to use,  subject  to  applicable  laws,  rules and
regulations, any surface or ground water situated within or upon the Premises in
connection with MRS's operations  hereunder;  provided,  however, that MRS shall
not take water from Lessor's existing wells, tanks or surface reservoirs without
the written consent of Lessor, which consent shall not be unreasonably withheld;

               (j)  The  right,   to  be  exercised  in  connection  with  MRS's
operations hereunder, to cut and use timber situated upon the Premises,  subject
to the provisions of Paragraph 5 below;

               (k) The right to mine and  remove  Ore,  Minerals,  Concentrates,
Waste Material and Tailings from the Premises or from other lands upon which MRS
may be conducting  mining operations as part of a mining plan which includes the
Premises  over,  upon,  across,  under or through  the  Premises  or other lands
adjacent to the  Premises  owned by Lessor,  and to enjoy  mining  rights,  dump
rights,  drainage  rights,  haulage  rights and  ventilation  rights,  as may be
necessary or convenient from time to time in the conduct of MRS's  operations on
the  Premises  or on  other  lands  upon  which  MRS  may be  conducting  mining
operations as part of a mining plan which includes the Premises.

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               (l) all other rights and  privileges  which are  incidental to or
which may be useful,  desirable or  convenient  to MRS in the exercise of any or
all of the  rights  hereinabove  set  forth  which  are  not  in  conflict  with
applicable state, federal or local laws, ordinances and regulations.

         4. TERM.  The Term of this  Lease  shall  commence  on the date of this
Lease first set forth above and shall,  subject to MRS's right to  terminate  as
set forth in Paragraph 14 below, and to Lessor's right to terminate as set forth
in  Paragraph  15 below,  continue for a period of ten (10) years from said date
and so long thereafter as MRS is conducting exploration,  development, or mining
operations  on the Premises or upon other lands  pursuant to a mining plan which
embraces  or  had  embraced  the  Premises.  However,  unless  the  contrary  is
established, MRS shall not be presumed to have ceased to conduct such operations
except where the Premises have not been so used for a period of one (1) year.

         5.  DAMAGES.  MRS  shall pay  Lessor  reasonable  compensation  for any
damages to fences,  existing buildings or other tangible  improvements,  timber,
crops or livestock  resulting  from MRS's  operations on the  Premises,  but MRS
shall not be liable for  consequential,  special or incidental  damages such as,
but  not  limited  to,  loss of  opportunity  or loss  of  future  profits.  The
determination  of reasonable  compensation  for damages shall be mutually agreed
upon by the parties  hereto;  but if the parties are unable to agree,  then each
shall appoint at its own expense a qualified  appraiser to  separately  appraise
the applicable  amount of damages.  The average of such two (2) appraisals shall
be the basis of  compensation  and shall be binding on both parties.  This Lease
shall not interfere  with the Lessor's right to harvest and sell timber from the
Premises as long as such  harvesting  and sale of timber does not interfere with
MRS's development or mining operations on the Premises.

         6. ADVANCE ROYALTY. MRS shall pay Lessor an advance royalty,  except as
otherwise provided herein and subject to termination under Paragraphs 14 and 15,
of

         $_____   per  acre  upon  the  execution  of  this  Lease,   being  the
                  consideration  mentioned  hereinbefore,  and a like amount per
                  acre on or before the first and second  anniversaries  of this
                  Lease for each acre then held under this Lease;

         $_____   per  acre  on  or  before   the   third,   fourth   and  fifth
                  anniversaries of this Lease for each acre then held under this
                  Lease; and

         $_____   per acre on or before the sixth  anniversary of this Lease for
                  each acre then held under this  Lease,  and a like  amount per
                  acre on or before each  subsequent  anniversary  of this Lease
                  for each acre then held under this Lease.

         All advance royalties paid under the terms of this Paragraph 6 shall be
a credit  against  production  royalty  payments due or thereafter  becoming due
under Paragraph 7 below.

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<PAGE>

         7.  PRODUCTION   ROYALTY.  In  the  event  that  MRS  shall  sell  Ore,
Concentrates  or  other  first  salable  products  derived  from any part of the
Premises,  MRS shall pay to Lessor a production  royalty  equal to _____ percent
(_____%) of the F.O.B. Mine Value thereof. Actual payments to Lessor of sums due
under this  Paragraph 7 shall be made only after and to the extent that  accrued
production  royalties exceed the credit for all advance royalties paid under the
terms of  Paragraph 6 above.  Once actual  payments of  production  royalties to
Lessor begin,  MRS's obligation to pay advance royalties under Paragraph 6 shall
terminate.  However, should MRS discontinue mining for any reason and payment of
production royalty ceases and such discontinuance has been ongoing for more than
six (6) months  preceding a Lease  anniversary,  then payment of advance royalty
shall be  resumed  and  continued  until the  payment of  production  royalty is
resumed.  All amounts payable to Lessor as production royalty on account of Ore,
Concentrates or other first salable  products derived from the Premises and sold
during any  calendar  quarter  shall be paid by mailing  payment to Lessor on or
before the forty-fifth day of the calendar  quarter next succeeding the calendar
quarter during which MRS receives the F.O.B. Mine Value attributable to the sale
of such Ore, Concentrates or other first salable products.

         8. TAILINGS AND WASTE  MATERIAL.  Lessor agrees that Waste Material may
be mined or otherwise extracted from the Premises without obligation upon MRS to
replace the same except as may be required by law.  Lessor  shall have no right,
title or  interest  to such  Tailings  or Waste  Material  except  that any Ore,
concentrates  or other first salable  products,  recovered from such Tailings or
Waste Material from a subsequent processing for the recovery of mineral content,
shall be subject to the regular  production  royalty provided herein.  MRS shall
have no right, title or interest in Waste Material or Tailings or other material
on the Premises after termination of this Lease.

         9. BOOKS AND  RECORDS;  INSPECTION.  MRS shall  keep books and  records
necessary to document  the  quantity  and quality of all Ore and Minerals  mined
from the Premises,  and the F.O.B. Mine Value received from the sale of said Ore
and Minerals or Concentrates or other products derived therefrom.  At reasonable
times,  Lessor or Lessor's  representatives,  at their sole risk and  liability,
shall,  for the purpose of  inspection,  have access to the  Premises and to the
books and records of MRS  necessary to document the royalty  accruing to Lessor,
it being  understood  that such  inspections  by Lessor shall not interfere with
MRS's  operations  and shall be  subject  to MRS's  instructions  as to  matters
relating to health and safety.  In the event that Lessor and MRS cannot agree as
to what  records must be reviewed to permit a  determination  of the accuracy of
the royalty calculation,  then MRS's independent public accountants shall review
the royalty  calculation  and verify the  accuracy  thereof.  The results of the
review by the independent  public  accountants shall be binding on both parties.
If no written  objection to the calculation of royalties shall be made by Lessor
to MRS within one year after the  payment  thereof,  the amount of such  payment
shall be conclusively deemed correct.

         10. PERFORMANCE OBLIGATIONS

               (a) Operations.  MRS shall conduct its operations on the Premises
in a careful and workmanlike  manner and in compliance with all applicable laws,
ordinances and regulations of all governmental  authorities having  jurisdiction
over  MRS's  operations,  but  without  any other  restrictions  on the  methods
employed.

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               (b)  Reclamation.  MRS shall perform such  reclamation work as is
required by the applicable rules,  regulations and laws of the state(s) in which
the  Premises  are  located and of the United  States or any other  governmental
authority with  jurisdiction  over the Premises,  and Lessor agrees to grant MRS
such continuing access and rights to the Premises as may be necessary for MRS to
comply with such rules,  regulations and laws; provided,  however, MRS shall not
be responsible for  reclamation of any condition  existing on the Premises prior
to the date of this Lease, including,  but not limited to, surface disturbances,
solid wastes,  hazardous  wastes,  water pollution,  or eminent public health or
safety  hazard,  and if MRS is required to reclaim such  preexisting  condition,
Lessor shall  reimburse MRS for its cost thereof.  MRS shall  stockpile  topsoil
removed in the course of its  operations on the Premises and shall  redistribute
that topsoil and recontour the disturbed area to the extent practicable upon the
completion of such operations.

               (c) Indemnity.  MRS shall indemnify and hold Lessor harmless from
and against any claim or legal liability  arising out of injury to, or death of,
persons or damage to property (other than damage to Lessor's  property  pursuant
to the rights  granted in  Paragraph  3) where such  injury,  death or damage is
proximately  caused  by  MRS's  negligent  operations  under  this  Lease,  such
indemnity to include reasonable  attorney's fees and costs incurred by Lessor in
defense of any such claim or liability; provided, however, that MRS's obligation
under this Subparagraph  10(c) shall be conditional upon Lessor notifying MRS in
writing of the  existence  of any such claim  within ten days after Lessor first
learns  thereof,  and no obligation  to indemnify and hold harmless  shall exist
where any  injury,  death or damage  arises out of, or is  connected  in any way
with, the negligent acts or omissions of Lessor.

               (d) Claims and Liens.  MRS shall pay and  satisfy  all claims and
liens for materials, supplies and labor used in connection with MRS's operations
on the Premises, and shall keep Lessor's interest in the Premises free and clear
from any and all  liens and  encumbrances  except  any such lien or  encumbrance
which may  result  from the  actions  of parties  other  than MRS,  its  agents,
employees, and contractors.

         11. NO OBLIGATION TO DEVELOP.  Nothing herein shall in any way obligate
MRS to  undertake  any  particular  amount  or kind of  exploration  work on the
Premises nor to undertake any development or mining activity  therein,  it being
understood that the decision to conduct exploration,  to open a mine, to abandon
exploration,  or to suspend or abandon development or mining operations shall be
entirely  within the discretion of MRS.  Furthermore,  if MRS shall determine to
develop a mine or mines,  all  decisions  as to the  nature of  operations,  the
nature of products to be produced and the terms, conditions and prices for which
such products shall be sold shall be solely within the discretion of MRS.

         12.   TITLE

         Lessor  hereby  represents  and warrants that the Premises are free and
clear of any lien, encumbrance or adverse claim of any kind; that Lessor has the
unrestricted  right  to enter  into  this  Lease  and to grant to MRS all of the
rights set forth herein; that there are no outstanding contractual  arrangements


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or obligations,  including  obligations  relating to rents and royalties,  which
could bind or in any way affect  MRS's  interest  under this Lease or any Ore or
Minerals or products  thereof which may be mined or removed and sold pursuant to
this Lease.  Lessor warrants and agrees to defend title to (its interest in) the
Premises and to the rights granted to MRS hereunder against any and all persons,
firms and  corporations  claiming  any  right,  title or  interest  in or to the
Premises  adverse to or in derogation of MRS's leasehold estate hereunder or the
rights of MRS herein granted. Should Lessor fail to defend its title, MRS may do
so and deduct all costs  thereof,  including  attorney's  fees and  expenses  of
removing or settling such claims, from any and all amounts due Lessor hereunder.

         Lessor  further  represents  and  warrants  that,  to the  best  of its
knowledge,  there are no pre-existing  conditions (as defined in Paragraph 10(b)
above),  nor any  known  historic  or  prehistoric  sites or  artifacts,  on the
Premises except as follows:

________________________________________________________________________________
________________________________________________________________________________

         Lessor  agrees to make  available  to MRS all  documents,  abstracts or
other title  information  regarding  the Premises in Lessor's  possession  for a
reasonable period of time. MRS may, at its own expense, further search the title
to the Premises and seek to cure any infirmities  found to exist (with regard to
Lessor's interest) therein.

         Lessor does hereby agree to assume, be responsible for and pay when and
as due any and all outstanding  monetary obligations created or caused by Lessor
which if not  satisfied  could result in MRS's  interest  under this Lease being
defeated or otherwise  affected.  MRS shall have no obligation or responsibility
in respect of any such outstanding monetary obligations, but in the event Lessor
shall fail to make payment when and as due of any of such  outstanding  monetary
obligations,  MRS may pay the same and deduct the amount thereof,  together with
interest  thereon at the maximum legal rate  permissible  in the state where the
Premises are located, from any sums accruing to Lessor hereunder.

         The amounts  payable to Lessor  pursuant to the terms of this Lease are
conditioned  on  the  fact  that  MRS  has  leased  from  Lessor   hereunder  an
unencumbered  one hundred percent (100%) interest in the Premises and that MRS's
rights in the Premises are as herein set forth and are subject to no  covenants,
conditions,  restrictions,  or  encumbrances  other than  those  created by this
Lease.  In the event that at any time during the Term of this Lease there is any
outstanding  right,  title or interest in the  Premises not created or caused by
MRS such that for any reason MRS is not possessed of the entire leasehold estate
which this Lease  purports to grant,  then the amounts  payable to Lessor  under
this  Lease  shall be reduced by the  greater  of (a) the  proportion  which any
outstanding  interest or  encumbrance  bears to the full  unencumbered  interest
contracted  for by MRS herein or (b) the  difference in the value to MRS between
the  interest  which  Lessor  purports to lease  herein and the interest in fact
leased.

         If at any time any person, firm or corporation which is not a signatory
to this Lease  claims to be entitled to payment of any amount due and payable by
MRS hereunder, MRS may withhold payment of any such amount until (a) all adverse
claims involved have been finally  concluded or determined,  or (b) MRS has been
indemnified  adequately  with respect to such claims;  provided,  however,  that


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nothing contained herein shall prevent MRS from invoking any remedy available in
law or in  equity  including  the  bringing  of an  action  in the  nature of an
interpleader in a court of competent jurisdiction.

         13. OWNERSHIP OF PLANT AND EQUIPMENT. All equipment, plants, buildings,
facilities,  structures and other improvements of whatsoever kind or nature used
by MRS in its  operations or  constructed or placed by MRS on the Premises shall
be and remain the property of MRS during the term of this Lease. In the event of
termination  of this  Lease as to any part of the  Premises,  MRS shall have the
right to enter upon the Premises  and remove from the  Premises  subject to such
termination all of MRS's  improvements  and property of whatsoever kind situated
thereon.  Such right shall  continue for a period of one year from and after the
date of such  termination and as long  thereafter as MRS is diligently  removing
its said improvements or property. Any such improvements or property not removed
or being diligently removed by MRS by the end of said period shall be deemed the
property of Lessor, but MRS makes no warranties or representations regarding the
condition of such  improvements or property.  MRS shall remove all buildings and
structures that Lessor requests not be left on the Premises.

         14.  MRS'S RIGHT OF  TERMINATION.  MRS may, at any time or from time to
time,  during the Term of this Lease terminate this Lease in whole or in part by
delivering  to Lessor or to the office of the  recorder  of the  County(ies)  in
which the Premises are situated a conveyance in recordable form surrendering and
quitclaiming  to Lessor all or any portion of the Premises.  Upon such delivery,
this Lease  shall  terminate  with  respect to the  Premises  described  in such
conveyance,  and  MRS  shall  be  relieved  of  all  obligations,  liability  or
responsibility in respect to the Premises surrendered and quitclaimed to Lessor,
save  those  obligations  and  liabilities  incurred  prior to  surrender.  Said
conveyance  surrendering and  quitclaiming  the Premises,  or a portion thereof,
shall be deemed  to have been  delivered  to and  received  by Lessor or by said
County  recorder(s)  upon the posting  thereof in the United  States  mails when
mailed certified or registered,  postage prepaid,  return receipt requested,  or
upon receipt when hand-delivered.

         15.  LESSOR'S  RIGHT  OF  TERMINATION.  Lessor  shall  be  entitled  to
terminate  this Lease upon the  failure of MRS to make  payment of any amount of
money  due and  payable  by MRS to  Lessor  pursuant  to this  Lease or upon the
failure of MRS to keep or perform any other  covenant or  obligation on its part
set forth  herein;  provided,  however,  that prior to  terminating  this Lease,
Lessor shall first give to MRS written notice of MRS's  default,  specifying the
circumstances  thereof  and the amount of money which  Lessor  claims is due and
payable by MRS or the specific  nature of any other claimed  default.  MRS shall
have a period  of sixty  (60)  days from and  after  receipt  of said  notice of
default in which to cure  same,  or, in the event  that such  default  cannot be
cured within sixty (60) days,  MRS shall  commence to cure within such time, and
shall  continue  to  diligently  pursue  such  cure,  failing  which  Lessor may
terminate this Lease by notice to MRS;  provided further,  however,  that in the
event MRS shall dispute the existence of a default on the part of MRS, MRS shall
not be deemed in default  unless and until there has been a final  nonappealable
judgment  entered in writing by a court of  competent  jurisdiction  in favor of
Lessor.  In the event of such  judgment,  MRS shall have a period of thirty (30)
days after such entry of judgment in which to cure the default so adjudged,  or,
in the event such  default  cannot be cured  within such thirty (30) day period,
MRS shall  commence to cure within such time,  and shall  continue to diligently
pursue such cure,  failing  which Lessor may  terminate  this Lease by notice to
MRS.

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         16.  UNCONTROLLABLE  FORCES. In the event that MRS is unable, wholly or
in part, as a result of uncontrollable forces to carry out its obligations under
this Lease,  such  obligations  shall be suspended during the continuance of any
liability  so caused and the Term of this Lease shall be  extended  for a period
equivalent  to the  period of such  inability  so caused.  Such  cause  shall be
remedied  with all  reasonable  dispatch,  provided that in no event will MRS be
required against its will to settle any strike or lockout or to adjust any labor
dispute or to question  the  validity of or to refrain from testing the validity
of any  local,  state  or  federal  order,  rule,  regulation  or law.  The term
"uncontrollable  forces," as used herein, shall mean fire, floods,  earthquakes,
soil shifting,  wind storms, other damage from elements, acts of God, inadequacy
of available supplies of water,  accidents,  delays in  transportation,  acts of
war,  riots,  civil and  criminal  disturbances,  strikes,  threats of  imminent
strikes,   lockouts,   boycotts  and  other  labor  or  industrial  disputes  or
disturbances,  sabotage,  shortage  or  delays  in  obtaining  necessary  labor,
equipment,  materials or insurance in the open market,  delays in obtaining  the
approvals  required  by the  terms  hereof  or by law,  or acts of  governmental
authority  under any local,  state or  federal  laws or  regulations,  including
governmental  controls,  regulations  or judicial  orders or decrees,  and other
matters beyond the reasonable  control of MRS, whether or not similar to matters
herein specifically enumerated.

         17. TAXES, ASSESSMENTS AND CHARGES.

               (a) Taxes  Payable by MRS.  Except as provided  below,  MRS shall
pay, before delinquency,  all real and personal property taxes,  assessments and
charges  which may be levied  or  assessed  by any  governmental  agency  having
jurisdiction,  against the leasehold estate,  against any improvements placed or
made on the  Premises by MRS pursuant to the rights  granted by this Lease,  and
against any Ore,  Concentrates or other first salable  products derived from the
Premises  by  MRS;  provided,  however,  that  MRS may  contest  any  such  tax,
assessment or charge which it believes to be erroneously levied and may postpone
any  payment  of such tax,  assessment  or charge  until  such  contest is fully
decided.

               (b) Taxes Payable by Lessor.  Lessor shall pay before delinquency
all other real and  personal  property  taxes,  assessments  and charges  levied
against or in connection with the Premises,  including any improvements or other
property  of Lessor  which MRS may permit to be placed or made on the  Premises,
and  Lessor  will not permit the  leasehold  estate  created by this Lease to be
forfeited or sold by any  governmental  agency on account of the  non-payment of
any such tax,  assessment or charge.  In the event that Lessor shall not pay any
such tax, assessment or charge prior to delinquency,  MRS may, but shall have no
obligation  to,  pay such tax,  assessment  or charge in order to  preserve  its
leasehold  estate and may subtract all amounts  becoming due to Lessor under the
terms of this Lease. In addition to the amounts of any tax, assessment or charge
paid by MRS which were  properly  payable by Lessor,  MRS may also  deduct  from
amounts  accruing to Lessor under the terms of this Lease an amount equal to the
interest  on said  amounts  paid by MRS at the  lesser  of 18% per  annum or the
maximum legal rate of interest  chargeable to Lessor under the laws of the state
in which the Premises are  situated,  commencing  on the date of said payment by
MRS and  continuing  until all such amounts paid by MRS on behalf of Lessor have
been  recovered by MRS from the next  succeeding  payment(s)  accruing to Lessor
under the terms of this Lease.

                                       9
<PAGE>

         18. PLACE OF PAYMENT. All payments herein provided for shall be made by
delivering or mailing the same as designated  below to Lessor at the address set
forth  in  Paragraph  19  below.  All  payments  sent by MRS to the  last  known
addressee  and address  designated  under the terms of this  Paragraph  18 shall
constitute  proper  payment.  No change or  transfer  of  ownership  of Lessor's
interest  in the  Premises  shall  affect the  person,  entity or place to which
payment is made by MRS until MRS is  provided  with the  documents  required  by
Paragraph  22 below.  The  delivery to MRS of a notice of change of ownership of
Lessor's  interest or a change of address  shall not affect the  validity of any
payments  made by MRS prior to, or within ten (10) days  after,  receipt of such
notice.

         19. NOTICES.  Any notice to be given to either MRS or Lessor under this
Lease shall be in writing and shall be either  personally  delivered  or sent by
United States mail,  registered  or certified,  return  receipt  requested  with
postage prepaid, and if to Lessor addressed as follows:

         _________________________________
         _________________________________
         _________________________________

and if to MRS addressed as follows:

         Mineral Recovery Systems, Inc.
         1725 Sheridan Avenue, Suite 140
         Cody, WY 82414
         Attn:  William P. Long

with a copy to:

         C. Patrick Costin 230 South Rock Blvd., Suite 21 Reno, NV 89502

and a copy to:

         Clayton J. Parr
         PARR WADDOUPS  BROWN GEE & LOVELESS 185
         South State Street,  Suite 1300
         Salt Lake City, UT 84111

Either party may change its address for notice by so advising the other party in
accordance  with the terms of this  Paragraph 19. Any notice given in accordance
with the provisions of this Paragraph 19 shall be deemed given as of the date of
personal delivery or, if mailed,  upon the date of posting of said notice in the
United States mails.

         20. GOVERNING LAW. To the extent legally permissible,  this Lease shall
be governed by the laws of the State of Tennessee.

                                       10
<PAGE>

         21. WAIVER OF HOMESTEAD,  DOWER AND CURTESY. Insofar as such rights may
be  applicable  under the laws of the state in which the Premises  lie,  whether
statutory  or  otherwise,  the Lessor  hereby  waives and releases any rights of
dower,  curtesy and homestead in the Premises  which may in any way affect or be
affected by this Lease.

         22. SALE, ASSIGNMENT AND SUBLEASE. Either party may at any time assign,
pledge,  mortgage  or  sublet  all  or  any  part  of its  interest,  rights  or
obligations  under  this  Lease.  In the event of a change of  ownership  of the
Premises or any  interest  therein  retained by Lessor  hereunder,  Lessor shall
furnish MRS with a duly certified copy of the recorded  instrument of conveyance
sufficient to show a complete chain of title from Lessor to the new owner(s).

         23.  AREA OF  INTEREST.  If at any time  during  the term of this Lease
Lessor acquires rights to minerals within any tract or tracts of lands, of which
any portion lies within two (2) miles of the external boundaries of the Premises
leased herein, Lessor shall forthwith give notice of such acquisition to MRS. If
within 60 days after it receives such notice MRS gives notice to Lessor that MRS
elects to cause such tract or tracts,  or any portion thereof (whether inside or
outside of the two mile area of  interest),  to become  subject  to this  Lease,
Lessor shall  execute an  amendment  to this Lease,  which shall be prepared and
executed  as well by MRS,  causing  such  tract or  tracts,  or the  portion  or
portions  thereof  selected by MRS, to become subject to the terms of this Lease
and be included in the Premises.

         24.  EXPENSES ON  DEFAULT.  In the event of default by Lessor or MRS in
the  performance  of any of the  terms or  obligations  set  forth  herein,  the
defaulting  party shall be obligated to pay and shall pay all costs and expenses
which  are  incurred  by  the  non-defaulting  party,   including  a  reasonable
attorney's fee, in enforcing and protecting by suit, or otherwise, the rights of
the non-defaulting party under this Lease.

         25. PARAGRAPH HEADINGS.  Paragraph headings or titles set forth in this
Lease are inserted for convenience only and are not intended to define, limit or
describe the scope or intent of the provisions hereof.

         26.  BINDING  EFFECT.  This Lease  shall be binding on and inure to the
benefit  of  the  parties  hereto,   and  their  respective   heirs,   devisees,
beneficiaries, personal representatives, successors and assigns.

         27.   ADDITIONAL   INSTRUMENTS.   Lessor   hereby   agrees  to  execute
concurrently with the execution of this Lease or at a later date if requested by
MRS, an  acknowledged  Notice and Memorandum of this Lease which may be recorded
by MRS in the records of the  County(ies)  in which the  Premises  are  located.
Further,  the parties agree to execute and deliver such  additional  agreements,
instruments or documents as may be determined  from time to time to be necessary
or advisable to carry out the terms or purposes of this Lease.

         28. TIME OF ESSENCE.  Time is of the essence of this Lease and each and
every term and covenant hereof.

                                       11
<PAGE>

         29. ENTIRE  AGREEMENT.  This Lease  evidences  the entire  agreement of
Lessor and MRS and no oral agreement, promise, statement or representation which
is not  contained in this Lease shall be of any force or effect.  This Lease may
not be amended or  modified  except by a written  instrument,  duly  executed by
Lessor and MRS.

         30.  AFFIDAVIT AS TO  WITHHOLDING  TAX.  Lessor hereby  certifies  that
Lessor is not a foreign  person and  therefore  not  subject to the ten  percent
(10%) withholding tax under the Foreign  Investment in Real Property Act, OR has
attached  hereto a "Qualifying  Statement" from the Secretary of Treasury or his
delegate  which  exempts  Lessor from said tax or exempts  MRS from  withholding
provided either party has furnished adequate security.  By executing this Lease,
Lessor  under  penalty of perjury  declares  that the above  statement  is true,
correct and complete to the best of Lessor's knowledge and belief.

         31. ADDITIONAL PROVISIONS

               (   )   None

               (   )   See addendum  attached  hereto,  marked as Exhibit "____"
                       and  incorporated  by reference herein.

         IN WITNESS WHEREOF,  this Lease has been executed  effective on the day
and year first above written.


LESSOR:                                          LESSEE:

                                                 MINERAL RECOVERY SYSTEMS, INC.,
                                                 a Nevada corporation
______________________________________
S.S. No.______________________________           By ____________________________

                                                 Title _________________________
______________________________________
S.S. No.______________________________


______________________________________
S.S. No.______________________________




                                       12
<PAGE>



STATE OF______________________________)
                                      :ss.
COUNTY OF_____________________________)

         Personally  appeared  before  me  ____________________,  with whom I am
personally   acquainted  and  who  acknowledged  that  he  executed  the  within
instrument for the purposes therein contained.

         Witness my hand, at office, this________ day of ____________, ________.


                                             ___________________________________
                                             NOTARY PUBLIC, residing in
[SEAL]
                                             ___________________________________

My commission expires:

______________________________




STATE OF______________________________)
                                      :ss.
COUNTY OF_____________________________)

         Personally  appeared  before  me  ____________________,  with whom I am
personally   acquainted  and  who  acknowledged  that  he  executed  the  within
instrument for the purposes therein contained.

         Witness my hand, at office, this________ day of ____________, ________.


                                             ___________________________________
                                             NOTARY PUBLIC, residing in
[SEAL]
                                             ___________________________________

My commission expires:

______________________________


                                       13


STATE OF______________________________)
                                      :ss.
COUNTY OF_____________________________)

         Personally  appeared  before  me  ____________________,  with whom I am
personally   acquainted  and  who  acknowledged  that  he  executed  the  within
instrument for the purposes therein contained.

         Witness my hand, at office, this________ day of ____________, ________.


                                             ___________________________________
                                             NOTARY PUBLIC, residing in
[SEAL]
                                             ___________________________________

My commission expires:

______________________________




STATE OF______________________________)
                                      :ss.
COUNTY OF_____________________________)


         Before  me, a Notary  Public  in and for said  State and  County,  duly
commissioned  and  qualified,  personally  appeared , with whom I am  personally
acquainted  (or proved to me on the basis of  satisfactory  evidence),  and who,
upon oath, acknowledged himself to be the of MINERAL RECOVERY SYSTEMS, INC., the
within  named  bargainor,  a  corporation,  and that he executed  the  foregoing
instrument  for the  purposes  therein  contained,  by  signing  the name of the
corporation by himself as .

         Witness my hand, at office, this________ day of ____________, ________.


                                             ___________________________________
                                             NOTARY PUBLIC, residing in
[SEAL]
                                             ___________________________________

My commission expires:

______________________________


                                       14