Exhibit 10.9
                                                                    ------------


                               EXPLORATION LICENSE
                                   WITH OPTION

         This  Agreement,  effective  the 1st day of October,  1998,  is between
Charles S. Howard,  III,  Robert S. Howard,  Jr., Frank Howard,  Scott S. Leask,
Cynthia  Saint Onge,  Michael  Jakobson  and Dawna Capps as Trustees of Heritage
Equity Trust,  Kami Asgar and Dawna Capps as Trustees of Miggie Equity Trust, S.
Kittredge Collins,  Trustee of "The Collins Family Trust", which is the sole and
separate  property of Settlor  husband,  Marita Collins  Biven,  Trustee of "The
Marita C. Biven  Revocable  Living  Trust",  Michael C.  Howard,  Trustee of the
Howard Family Trust dated October 2, 1987, Malinda Howard Myers,  Trustee of the
Malinda Howard Myers 1996 Trust Dated April 8, 1996, and Lisa L. Howard, Trustee
of the Lisa Lindsay Howard Trust dated July 11, 1996  (collectively,  "Howard"),
whose address is P.O. Box 1047, Ione, CA 95640, and California Recovery Systems,
Inc., a Nevada corporation, ("CRS") whose address is 230 South Rock Blvd., Suite
21, Reno, Nevada 89502.

         1. License. In consideration of Ten Thousand Dollars ($10,000),  Howard
hereby  grants  CRS a license  to enter  upon the land  described  in  Exhibit A
attached hereto and  incorporated by reference  herein (the  "Property") for the
purpose of  prospecting  and exploring  for Heavy  Minerals and  evaluating  the
Property as a situs of an operation for extracting,  processing, and shipping of
Heavy Minerals.

         2. Term.  The term of this  Agreement  and the license  granted  herein
shall  be for one year  from  the date  hereof,  unless  sooner  surrendered  or
otherwise terminated.

         3. Option.

                  (a) Howard hereby  grants to CRS the exclusive  right to enter
into a production agreement with Howard subject to all the terms, conditions and
covenants in the form of Agreement attached hereto as Exhibit B (the "Production
Agreement").  CRS may  exercise  its option at any time  during the term of this
Exploration  License  ("The  Option  Period"),  and the Option will lapse if not
timely  exercised.  Howard  and CRS  specifically  acknowledge  that  they  have
bargained  for  The  Option  Period  as  provided   herein  and  that  under  no
circumstances  shall The Option Period be extended  except by written  agreement
duly executed by Howard and CRS and supported by adequate consideration.

                  (b) The parties shall execute the Production Agreement,  which
may be in  counterparts,  and place such executed  documents  into escrow with a
mutually  acceptable  escrow agent. CRS may exercise the Option by, and only by,
giving  notice of  exercise  to said  escrow  agent.  The escrow  agent shall be
authorized to date and deliver the Production Agreement to the parties effective
upon the date of receipt of such  notice.  Upon  receipt of such  delivery,  CRS
shall  forthwith  make the initial  payment  required  under Section 3.01 of the
Production  Agreement to Howard.  Upon written  request of CRS after exercise of
the Option,  any one or more of the individuals  constituting  Howard,  or their

                                       34

<PAGE>

                                                                    Exhibit 10.9
                                                                    ------------

successors, shall execute and deliver a ratification of the Production Agreement
and of  its  status  as a  party  thereto  in a form  acceptable  to CRS  acting
reasonably.

         4. Heavy  Minerals.  "Heavy  Minerals" means  pseudorutile,  leucoxene,
rutile, anatase,  ilmenite, zircon, monazite,  tourmaline,  aluminium silicates,
and related minerals which are commonly referred to as heavy minerals within the
mining  industry  that are located  principally  in active and inactive  tailing
ponds within the limits of the Property.

         5. Operations.

                  (a) CRS  shall  conduct  its   prospecting,  exploration,  and
evaluation operations, which may include, without limitation, mapping, sampling,
drilling,  trenching,  excavating  test pits,  sampling the waste stream from an
existing  silica sand  processing  operation,  and measurement and evaluation of
existing environmental conditions, in a manner which will minimize damage to the
surface  and  shall  comply  with  all  federal,   state,  and  local  statutes,
regulations, and ordinances, including all statutes, regulations, and ordinances
regarding reclamation and protection of the environment,

                  (b) (i) CRS shall conduct its operations in strict  compliance
with all applicable federal,  state and local laws,  decisions of the court, and
regulations, rules, directives, decrees, and orders of federal, state, and local
government   authorities  regarding  Hazardous  Materials   (collectively,   the
"Hazardous  Materials  Laws"),  and shall not  allow  any  contamination  of the
Property or other  property of Howard  (including  the soil,  water,  or air on,
below,  or above the same) by Hazardous  Materials used in or resulting from its
operations.  If CRS  fails  or is not  able,  for any  reason,  to  comply  with
applicable  Hazardous Materials Laws or its obligations under this Section 5(b),
in whole or in part,  including  without  limitation  any  contamination  of the
Property or other  property of Howard  caused or permitted  by CRS,  Howard may,
after notice and a reasonable  opportunity to cure, terminate this Agreement and
shall also have the right,  but not the  obligation,  to act in the place of CRS
and to take all actions  action  reasonable and necessary or desirable to ensure
compliance  or to mitigate,  abate,  or correct the  violation of the  Hazardous
Materials Laws. All costs and expenses incurred by Howard in connection with any
such action,  including  without  limitation,  consultant and legal fees,  shall
become immediately due and payable by CRS to Howard.

                           (ii)     Notwithstanding   any   provision   in  this
Agreement  to the  contrary,  CRS shall have no  responsibility,  liability,  or
obligation,  including  without  limitation  any  indemnification  obligation to
Howard, for any noncompliance with Hazardous Materials Laws or other laws or for
any  contamination  by  Hazardous   Materials  on  the  Property  prior  to  the
commencement  of  operations  by CRS on the  Property,  or with  respect  to any
noncompliance with Hazardous  Materials Laws or other laws by persons other than
CRS  or  CRS's  employees,   contractors,   subcontractors,  or  agents  or  any
contamination  by or release of  Hazardous  Materials  caused  solely by persons
other  than CRS or  CRS's  employees,  contractors,  subcontractors,  or  agents
whether occurring before,  during, or after the period when this Agreement is in
effect.


                                       35

<PAGE>

                                                                    Exhibit 10.9
                                                                    ------------

                           (iii)    For  the   purposes   of   this   Agreement,
Hazardous  Materials  shall  include,  but  shall  not  be  limited  to.,  those
substances defined as "hazardous substances",  "hazardous materials",  or "toxic
substances"  in the  Comprehensive  Environmental  Response,  Comprehensive  and
Liability Act of 1980, as amended,  42 U.S.C.  ss. 9601, et seq.;  the Hazardous
Materials  Transportation  Act, 49 U.S.C.  ss. 1801,  et. seq.; and the Resource
Conservation  and Recovery  Act, 42 U.S.C.  ss. 6901, ct seq;  those  substances
defined as "hazardous wastes" in Section 25117 of the California Health & Safety
Code; and those substances  defined in the regulations  adopted and publications
promulgated pursuant to the above-referenced laws.

                  (c) CRS shall  fill all test pits dug by it upon the  Property
after they have served their purpose, and shall fill all exploratory drill holes
within  seventy-two (72) hours after the completion of drilling.  CRS shall keep
all test pits and other  excavations made by it properly and adequately  fenced,
to the extent that its  operations  will not  constitute  a hazard to persons or
livestock,  and shall  construct and maintain  during the term of this Agreement
all necessary  fences,  cattle guards, or gates which may be required to achieve
the purpose outlined above.

         6. Data.  Within  thirty (30) days after the  conclusion of drilling or
prospecting,  CRS shall  provide to Howard true  copies of all  non-interpretive
geological,  geophysical,  and other pertinent data, including,  but not limited
to, logs,  graphs,  charts,  location maps,  together with splits of all core or
other  samples  taken,  and  any  other  basic  information  necessary  to  make
interpretations  and calculations  concerning the occurrences of Heavy Minerals.
Howard  and their  representatives  shall at all times have the right to observe
and log drilling progress.

         7. Covenant Against Liens. CRS shall  immediately  notify Howard of the
commencement of any work of improvement upon the Property. CRS shall pay for all
work done and all materials  furnished for use or used in its  operations on the
Property and in the  construction  or  installation  of  buildings,  structures,
fixtures,  or equipment  on the  Property and shall keep the Property  free from
mechanics'  and miners' liens and other liens by reason of claims of laborers or
materialmen  on account of such work or  materials.  CRS agrees to indemnify and
save Howard harmless against any such claim of laborers or materialmen or of the
failure of CRS to perform the  agreements of this Section.  HOWARD  reserves the
right  to post  and  maintain  notices  of  nonresponsibility,  as  provided  by
California law.

         8. Indemnity.  Subject to Section 5(b)(ii), CRS shall defend, indemnify
and hold harmless Howard, its trustees,  beneficiaries,  employees,  agents, and
invitees  ("Indemnified  Persons") from any and all claims  (including,  without
limitation,  damages, demands,  liabilities,  statements,  stipulated penalties,
response costs, awards and all costs and expenses [including without limitation,
reasonable  attorney's fees, costs of expert  witnesses,  court costs, and other
expenses of  litigation],  consulting  fees,  response  costs,  engineering  and
construction  costs) made by third  parties,  including any  government  agency,
arising  directly or indirectly  from CRS's  operations on or in connection with
the Property,  including,  without  limitation,  claims made by CRS's employees,
contractors,  subcontractors  or agents or by members of the  public,  or by any
government entity or agency for loss of or damage to property or for injuries to
or death of any person or for  violation  of any law,  regulation  or  ordinance


                                       36

<PAGE>

                                                                    Exhibit 10.9
                                                                    ------------

(including without  limitation those relating to Hazardous  Materials) or damage
to the environment,  (including,  without limitation,  the cleanup,  repairs, or
detoxification,  any  violation  of laws,  orders  or  demands  of  governmental
authorities,   any  lawsuit  brought  or  threatened,   settlement   reached  or
governmental  order received,  any personal injuries or property damage, and any
migration of Hazardous Materials from the Premises to other properties),  except
claims  resulting  from  the  sole  negligence  or  willful  misconduct  of  any
Indemnified  Party or lessee or  licensee  of Howard  (other  than  CRS).  CRS's
obligations   under  this  section  shall  survive  the   expiration  or  sooner
termination of this Agreement.

         9. Insurance.
            ----------
CRS shall obtain and maintain the following insurance coverage:

                           (a)  Workers' Compensation Liability within statutory
                                limits.

                           (b)  Commercial  Automobile  Liability  including all
non-owned,  hired,  rented or owned motor vehicles with a combined  single limit
for  property  damage and  bodily  injury of not less than one  million  dollars
($1,000,000) per occurrence.

                           (c)  Commercial  General  Liability  Insurance  on an
occurrence  basis with a combined  single  limit for bodily  injury and property
damage of not less than one million dollars ($1,000,000) per occurrence,  and an
annual aggregate of not less than two million dollars ($2,000,000), including:

                                (1)   Premises Operations,
                                (2)   Products and Complete Operations,
                                (3)   Contractual Liability, and
                                (4)   Independent Contractors.

                           (d)  Excess  Liability  with a limit of  liability of
not less than Five million dollars ($5,000,000).

                           (e)  CRS shall not permit its  insurance  coverage to
be  reduced  below the  amounts  set out  above by  reason  of claims  under any
policies of insurance at other locations.

         HOWARD shall be named as an additional  insured on all policies  except
Workers'  Compensation and HOWARD shall receive 30 days' advance notice prior to
cancellation  or  material   changes  in  policies.   Except  for  the  Workers'
Compensation   policy,  each  of  CRS's  policies  shall  contain  a  waiver  of
subrogation by CRS's insurer against  HOWARD.  Each policy shall be underwritten
by a company having a "General Policyholder's Rating" of at least A as set forth
in the most  current  issue of  "Best's  Insurance  Guide".  CRS shall  promptly
deliver to HOWARD  complete and accurate  certificates  evidencing such coverage
and all renewal  certificates  will be delivered to HOWARD not less than fifteen
(15) days after the expiration date of the policy and all extensions.

        10. Property Taxes.
            ---------------


                                       37

<PAGE>

                                                                    Exhibit 10.9
                                                                    ------------

                  (a) CRS  will  pay  all  taxes  levied  on its  equipment  and
personal property on the Property.

                  (b) CRS shall pay such taxes  promptly and before  delinquency
and  shall  keep the  Property  free from  liens on  account  thereof.  CRS will
indemnify  Howard against loss, cost, or expense by reason of taxes which CRS is
required to pay.

         11. Notices. Any notice or demand which may be required to be served or
which either party may desire to serve  hereunder may be served by depositing it
in the United States mail,  enclosed in an envelope,  as registered or certified
mail,  with postage  prepaid,  or in an appropriate  parcel with charges paid or
charged to the sender's account  deposited with Federal  Express,  United Parcel
Service, or other such air express courier, addressed to each of the following:

              To:              Howard
                               ------

                      Charles S. Howard, III
                      P.O. Box 700
                      Alturas, CA 96101

                      Howard Properties
                      P.O. Box 1047
                      Ione, CA 95640

              To:     California Recovery Systems, Inc.
                      1725 Sheridan Avenue
                      Cody, WY  82414
                      Attn: William P. Long

                      California Recovery Systems, Inc.
                      230 South Rock Blvd., Suite 21
                      Reno, NV  89502
                      Attn: C. Patrick Costin

                      Parr, Waddoups, Brown, Gee & Loveless
                      185 South State Street, Suite 1300
                      Salt Lake City, UT 84111
                      Attn: Clayton J. Parr

Either  party may at any time by written  notice to the other change its address
to which a notice or demand shall be  addressed.  Any notice given in accordance
with the  provisions  of this  Section  shall be  deemed  given as of the  third
business  day after  mailing  with proper  postage  affixed and as of the second
business day after deposit with an air express  courier.  Any notice given by or
to  Charles S.  Howard  III shall  constitute  notice by or to all  persons  and
entities comprising HOWARD.


                                       38

<PAGE>

                                                                    Exhibit 10.9
                                                                    ------------

         12. Waiver. Any waiver,  express or implied, by Howard of any breach by
CRS of any of the  covenants  of this  Agreement  shall  not be a waiver  of any
subsequent breach of a like or other covenant of this Agreement.

         13. Waiver Not a Release.  If either party has a right hereunder which,
for whatever reason, it elects not to enforce,  such  non-enforcement  shall not
constitute  a waiver of the  party's  right to demand  enforcement  of that same
right at a later  time  unless it  expressly  agrees in  writing  signed by both
parties, to waive for the future.

         14. Sale or Encumbrance by Howard.
             ------------------------------

                  (a) Nothing in this Agreement  shall be a limitation  upon the
right of Howard to sell or  otherwise  dispose of or  encumber in any way any or
all of the Property, or any or all of the Arroyo Seco Rancho, at any time during
the term of this  Agreement,  subject to the rights of CRS under this Agreement,
which  shall be  acknowledged  in  writing  by the  grantee  and any  subsequent
grantee.

                  (b) If  Howard  sells  or  conveys  the  Property  of any part
thereof,  the sale or  conveyance  shall  operate to release  Howard from future
liability  upon any of the covenants or conditions,  express or implied,  herein
contained in favor of CRS,  provided that the purchaser or transferee  expressly
assumes the obligations of all such covenants and conditions.  In such event CRS
agrees to look  solely to the  responsibility  of the  successor  in interest of
Howard in and to this  Agreement  with  respect to such future  liability.  This
Agreement shall not be affected by any such sale or conveyance and CRS agrees to
attorn to the purchaser or assignee.

15.  Estoppel  Certificates.  Either  party  may  request  from  time to time in
writing, as a part of a sale, assignment, or hypothecation of all or part of its
interest in this  Agreement or in the Property,  that the other party furnish to
the requesting party an Estoppel Certificate.  The Estoppel Certificate shall be
limited  to  certifying  that this  Agreement  is in full  force and  effect and
unamended (or if amended,  stating such amendments),  that this Agreement is not
in default by the requesting  party (or if in default,  specifying the nature of
such  default),  and the dates to which any payments  under this  Agreement have
been paid in  advance.  The  requesting  party  shall set forth in  writing  the
foregoing  information  to be  certified,  and shall serve the same on the other
party  pursuant to Section 15,  with the request  that the other party  execute,
acknowledge,  and deliver to the requesting  party,  with thirty (30) days after
service of the request,  certification  that said  information is correct (or if
not correct,  specifically  setting forth what is correct and what should be the
correct information).  The request for certification by the requesting party and
the  certification  by the other party shall  together  constitute  the Estoppel
Certificate.  If the other party  fails to timely so  respond,  such other party
hereby  constitutes and appoints the requesting party the other party's attorney
in  fact  to  execute  the  certification.  It is  intended  that  any  Estoppel
Certificate  may be relied upon and shall be for the  benefit of any  purchaser,
assignee, encumbrancer, or other person or entity for whose benefit the Estoppel
Certificate is obtained as part of the transaction set forth above, and shall be
binding upon the other party.


                                       39

<PAGE>

                                                                    Exhibit 10.9

         16. Subordination.
             --------------

                  (a) This  Agreement  is and shall be prior to any  encumbrance
recorded  after the date this  Agreement  is  recorded.  If  Howard  desires  to
encumber  all or  part of the  Property  by an  encumbrance  that  encumbers  no
property except the Property,  and if the lender requires that this Agreement be
subordinate  to the  encumbrance,  this  Agreement  shall be  subordinate to the
encumbrance,  provided that the lender is a bank, insurance company, savings and
loan association,  pension plan, or other regulated  institutional  lender,  and
provided  further that Howard first obtain from such lender and deliver to CRS a
written recordable instrument which provides substantially as follows:

         No foreclosure  of, deed given in lieu of foreclosure of, or sale under
the mortgage, and no steps or procedures taken under the mortgage,  shall effect
lessee's rights under the Agreement.  Any purchaser at any foreclosure  sale, or
any grantee or transferee  designated in any deed given in lieu of  foreclosure,
shall take the premises subject to the terms of the Agreement.  No holder of the
mortgage shall,  nor shall have the power to, join CRS by reason of its interest
in the Property  under this Agreement in any action or proceeding to enforce the
rights of such holder under the mortgage or the debt  thereby  secured,  for the
purpose of terminating CRS's interest or estate under this Agreement.

                  (b) The  provisions  of this Section 16 shall prevail over any
conflicting provisions in the encumbrance.

                  (c) CRS shall attorn to any purchaser at any foreclosure sale,
or to any  grantee  or  transferee  designated  in any  deed  given  in  lieu of
foreclosure.  CRS  shall  execute a written  agreement  and any other  documents
required by the lender to accomplish the purposes of this Section.

         17. Miscellaneous.
             --------------

                  (a) California  Law.  This  Agreement  shall be construed  and
applied under and in accordance with the laws of the State of California.

                  (b) Titles  Not  Determinative.  Titles  or  captions  are for
convenience only and are not to supersede or in any way alter the meaning of the
language of the paragraphs to which they pertain.

                  (c) Integration. This Agreement sets forth the entire contract
between the  parties,  and there are no promises or  representations  other than
those set forth herein.  This  Agreement  shall not be amended except by written
agreement.

                  (d) Severability.   If  any  term,  covenant,   condition,  or
provision of this Agreement is held by a court of competent  jurisdiction  to be


                                       40

<PAGE>

                                                                    Exhibit 10.9
                                                                    ------------

invalid,  void, or  unenforceable,  the remainder of the provisions hereof shall
remain in full force and effect and shall in no way be  affected,  impaired,  or
invalidated.

                  (e) Inurement.  The  rights  and  liabilities  of the  parties
hereto shall be binding upon and inure to the benefit of their respective heirs,
executors,  administrators,  legal representatives,  successors,  and assigns in
accordance with the provisions hereof.

                  (f) Survival of Terms and Conditions.  The following  Sections
shall survive the termination of this Agreement to the full extent necessary for
their  enforcement  and the  protection  of the party in whose  favor  they run:
Sections 4, 7, and 11.

                  (g) Counterparts.   This   Agreement   may  be   executed   in
counterparts, each of which shall be treated and be effective as an original.


                  (h) Recording. This Agreement, with a short form summarization
of Exhibit B attached, may be recorded by a party.


HOWARD:

Dated:             
      ------------               -----------------------------------------------
                                    Charles S. Howard, III

Dated:             
      ------------               -----------------------------------------------
                                    Robert S. Howard, Jr.

Dated:             
      ------------               -----------------------------------------------
                                    Frank Howard

Dated:             
      ------------               -----------------------------------------------
                                    Scott S. Leask

Dated:             
      ------------               -----------------------------------------------
                                    Cynthia Saint Onge

Dated:             
      ------------               -----------------------------------------------
                                    Michael Jakobson, as Trustee
                                    of Heritage Equity Trust

Dated:             
      ------------               -----------------------------------------------
                                    Dawna Capps, as Trustee
                                    of Heritage Equity Trust


                                       41

<PAGE>

                                                                    Exhibit 10.9
                                                                    ------------


Dated:             
      ------------               -----------------------------------------------
                                  Kami Asgar, as Trustee
                                  of the Miggie Equity Trust

Dated:             
      ------------               -----------------------------------------------
                                  Dawna Capps, as Trustee
                                  of the Miggie Equity Trust

Dated:             
      ------------               -----------------------------------------------
                                  S. Kittredge Collins, as Trustee
                                  of the Collins Family Trust

Dated:             
      ------------               -----------------------------------------------
                                  Marita Collins Biven, as Trustee
                                  of The Marita C. Biven Revocable Living Trust

Dated:             
      ------------               -----------------------------------------------
                                  Michael C. Howard, as Trustee
                                  of the Howard Family Trust dated 10/2/87


Dated:             
      ------------               -----------------------------------------------
                                  Malinda Howard Myers, as Trustee of the
                                  Malinda Howard Myers 1996 Trust dated 4/8/96

Dated:             
      ------------               -----------------------------------------------
                                  Lisa L. Howard, as Trustee of the Lisa
                                  Lindsay Howard Trust dated 7/11/96


California Recovery Systems, Inc.:

Dated:                              By:
                                       -----------------------------------------
                                    its
                                       -----------------------------------------
[notary signature pages omitted]


                                       42