Exhibit 10.17



The following form of Securities Purchase Agreement was entered into with
Millworth Investments, Inc., KAB Investments Inc. and SPH Investments, Inc. on
February 3, 2000.







                           SILVER KING RESOURCES, INC.




          -------------------------------------------------------------

                          Securities Purchase Agreement

          -------------------------------------------------------------

                Units consisting of one (1) share of Common Stock
                        and two (2) Common Stock Purchase
                       Warrants offered at $.005 per Unit

          -------------------------------------------------------------




                                February 3, 2000




<PAGE>



                          SECURITIES PURCHASE AGREEMENT

         THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is entered into as
of the day and year appearing on the signature page hereof by and between Silver
King Resources, Inc., a Delaware corporation (the "Company"), and the investor
whose name appears at the end of this Agreement (the "Purchaser").

                                R E C I T A L S:

         The Company wishes to issue, and the Purchaser wishes to purchase units
(the "Units"), each consisting of one (1) share of the Company's common stock,
$.001 par value per share (the "Common Stock") and two (2) three-year warrants,
each warrant entitling the holder to purchase one (1) share of the Common Stock
at an exercise price of $.01 per share (the "Warrants").

         NOW, THEREFORE, in consideration of the premises hereof and the
agreements set forth herein below, the parties hereto hereby agree as follows:

         1. Sale and Purchase of Units.

                  (a) Subject to the terms and conditions hereof, on the date of
the Closing, as defined in Section 3 hereof, the Company agrees to issue and
sell, and the Purchaser agrees to purchase, that number of Units as are
indicated on the last page of this Agreement at a purchase price (the "Purchase
Price") of $.005 per Unit.

                  (b) Restricted Securities. The shares of Common Stock of the
Company, the Warrants and the shares of Common Stock issuable upon exercise of
the Warrants that are being offered hereby (collectively, the "Securities") are
"restricted securities" as that term is defined under Rule 144 of the Securities
Act of 1933, as amended (the "Act"), and, accordingly, may not be offered for
sale or sold or otherwise transferred in a transaction which would constitute a
sale thereof within the meaning of the Act unless: (i) such security has been
registered for sale under the Act and registered or qualified under applicable
state securities laws relating to the offer and sale of securities; or (ii)
exemptions from the registration requirements of the Act and the registration or
qualification requirements of all such state securities laws are available and
the Company shall have received an opinion of counsel that the proposed sale or
other disposition of such securities may be effected without registration under
the Act and would not result in any violation of any applicable state securities
laws relating to the registration or qualification of securities for sale, such
counsel and such opinion to be satisfactory to the Company. As restricted
securities, the resale of the Securities is subject to significant restrictions
upon resale. See Section 6 hereafter, "Understanding of Investment Risks."

                           (i) Each Unit will consist of one (1) share of the
Company's Common Stock and two (2) Warrants. Each Warrant entitles the holder to
purchase one (1) share of Common Stock at an exercise price of $.01 per share
for a three-year period from the date of this Agreement.


<PAGE>



                           (ii) The Company currently does not have a sufficient
number of shares of Common Stock authorized for issuance upon exercise of the
Warrants. Therefore, ten percent (10%) of the Warrants issued hereunder shall
vest on the date of Closing (the "Vested Warrants"), with the remaining ninety
percent (90%) of the Warrants issued hereunder (the "Contingent Warrants")
vesting upon the date on which the Company's stockholders approve an amendment
to the Company's certificate of incorporation either (1) increasing the number
of shares of Common Stock the Company is authorized to issue; or (2)
effectuating a reverse split of the Company's Common Stock so that the Company
will have a sufficient number of shares of authorized Common Stock to issue upon
the exercise of the Warrants (the "Stockholder Approval"). The Company makes no
assurances that the Stockholder Approval will be obtained. Any aggregate
proceeds received by the Company prior to obtaining Stockholder Approval as
payment of the exercise price under the Contingent Warrants will be treated as a
demand loan to the Company; provided, however, that upon securing Stockholder
Approval, the outstanding amount of any such loan will automatically convert
into the right to receive shares of Common Stock under the Contingent Warrants
at $.01 per share.

                           (iii) Prior to the exercise of the Warrants for
shares of Common Stock, holders of the Warrants will be entitled to no voting
rights or other rights provided by law to security holders of the Company.

                           (iv) Holders of Common Stock of the Company have
equal rights to receive dividends when, as, and if declared by the Board of
Directors out of funds legally available therefor. Holders of Common Stock of
the Company have one vote for each share held of record and do not have
cumulative voting rights.

                           (v) Holders of Common Stock of the Company are
entitled upon liquidation of the Company to share ratably in the net assets
available for distribution, subject to the rights, if any of holders of any
preferred stock of the Company then outstanding. Shares of Common Stock of the
Company are not redeemable and have no preemptive or similar rights. All
outstanding shares of Common Stock of the Company are fully paid and
nonassessable.

         2. Units Offered In A Private Placement Transaction.

                  (a) The Units subject to this Agreement are to be offered as
part of a private placement transaction pursuant to Section 4(2) and Regulation
D of the Act (the "Offering") by the Company on a "best efforts" basis of up to
25,000,000 Units to be offered to a number of sophisticated and accredited
investors. Accordingly, as of the date hereof, there can be no assurances as to
the number of Units that will be sold in the Offering. The Company reserves the
right to increase the number of Units sold without notice to or consent of the
subscribers or existing Unit holders.

                  (b) The Units are being offered to a limited number of
accredited and other sophisticated investors by the Company directly, without
sales commission.

                  (c) The purchase price per Unit is $.005 payable in cash upon
subscription.


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                  (d) The Offering will generally be maintained by the Company
until the earlier of: (i) the sale of all of the Units offered pursuant to such
Securities Purchase Agreements (or such greater number of Units as the Company
elects to offer); or (ii) such date that the Company chooses to terminate the
Offering (hereinafter the "Offering Period").

         3. Binding Effect of Securities Purchase Agreement; The Closing.

                  (a) This Agreement shall not be binding on the Company unless
and until the Company has accepted the offer represented by an executed
signature page at the end hereof. The Company may accept or reject this
Agreement in the Company's sole discretion, if the Purchaser does not meet the
suitability standards established herein or for any other reason. In the event
the Company rejects this Agreement, the Purchaser's funds will be promptly
returned without deduction of any costs and with at interest.

                  (b) The closing of the purchase and sale of the Units
hereunder (the "Closing") shall occur concurrently upon acceptance by the
Company of this Agreement and deposit with the Company of funds representing the
Purchase Price. Notwithstanding the above, the Company reserves the right to
reject a subscription within ten (10) days of receipt of the Purchase Price
should the Company determine during that period that the Subscriber does not
satisfy the subscriber qualifications or suitability standards established
hereafter.

         4. Deliveries by the Company.

                  The Company shall deliver to the Purchaser within ten (10)
days after the Closing:

                  (a) A stock certificate bearing applicable restrictive
legends, duly executed by the appropriate officer (s) and registered in
Purchaser's name or its nominee, representing the number of shares of Common
Stock purchased hereunder; and

                  (b) The Warrants in the form set forth at Exhibit "A" duly
executed by the appropriate officer(s) and registered in the Purchaser's name or
any nominee thereof.

         5. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Company as follows:

                  (a) Accredited Investor. The Purchaser has such knowledge and
experience in business and financial matters such that the Purchaser is capable
of evaluating the merits and risks of purchasing the Units. The Purchaser is an
"accredited investor" as that term is defined in Rule 501 of Regulation D of the
Act and represents that he satisfies the suitability standards identified in
Section 8 hereof;

                  (b) Loss of Investment. The Purchaser(s) (i) overall
commitment to investments which are not readily marketable is not
disproportionate to his net worth; (ii) investment in the Company will not cause
such overall commitment to become excessive; (iii) can afford to bear the loss
of his entire investment in the Company; and (iv) has adequate means


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of providing for his current needs and personal contingencies and has no need
for liquidity in his investment in the Company;

                  (c) Special Suitability. The Purchaser satisfies any special
suitability or other applicable requirements of his state of residence and/or
the state in which the transaction by which the Securities are purchased occurs;

                  (d) Investment Intent.

                           (i) The Purchaser hereby acknowledges that the
Purchaser has been advised that this Offering has not been registered with, or
reviewed by, the Securities and Exchange Commission ("SEC") because this
Offering is intended to be a non-public offering pursuant to Section 4(2) and
Rule 506 of Regulation D of the Act. The Purchaser represents that the Units are
being purchased for the Purchaser's own account and not on behalf of any other
person, for investment purposes only and not with a view towards distribution or
resale to others. The Purchaser agrees that the Purchaser will not attempt to
sell, transfer, assign, pledge or otherwise dispose of all or any portion of the
Securities unless they are registered under the Act or unless in the opinion of
counsel an exemption from such registration is available, such counsel and such
opinion to be satisfactory to the Company. The Purchaser understands that the
Securities have not been registered under the Act by reason of a claimed
exemption under the provisions of the Act which depends, in part, upon the
Purchaser's investment intention; and

                           (ii) The Securities and any certificates issued in
replacement therefor shall bear the following legend, in addition to any other
legend required by law or otherwise:

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"). THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                  BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT
                  A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE
                  TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF REGISTRATION
                  UNDER THE ACT, OR WITHOUT AN OPINION OF COUNSEL SATISFACTORY
                  TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT
                  VIOLATE THE ACT, OR THE RULES AND REGULATIONS THEREUNDER."

                  (e) State Securities Laws. The Purchaser understands that no
securities administrator of any state has made any finding or determination
relating to the fairness of this investment and that no securities administrator
of any state has recommended or endorsed, or will recommend or endorse, the
offering of the Units;

                  (f) Authority; Power; No Conflict. The execution, delivery and
performance by the Purchaser of the Agreement are within the powers of the
Purchaser, have been duly authorized and will not constitute or result in a
breach or default under, or conflict with, any


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order, ruling or regulation of any court or other tribunal or of any
governmental commission or agency, or any agreement or other undertaking, to
which the Purchaser is a party or by which the Purchaser is bound, and, if the
Purchaser is not an individual, will not violate any provision of the charter
documents, By-Laws, indenture of trust or partnership agreement, as applicable,
of the Purchaser. The signatures on the Agreement are genuine, and the
signatory, if the Purchaser is an individual, has legal competence and capacity
to execute the same, or, if the Purchaser is not an individual, the signatory
has been duly authorized to execute the same; and the Agreement constitutes the
legal, valid and binding obligations of the Purchaser, enforceable in accordance
with its terms;

                  (g) No General Solicitation. The Purchaser acknowledges that
no general solicitation or general advertising (including communications
published in any newspaper, magazine or other broadcast) has been received by
him and that no public solicitation or advertisement with respect to the
offering of the Units has been made to him;

                  (h) Advice of Tax and Legal Advisors. The Purchaser has relied
solely upon the advice of its own tax and legal advisors with respect to the tax
and other legal aspects of this investment; and

                  (i) Access to Information. The Purchaser has had access to all
material and relevant information concerning the Company, its management,
financial condition, capitalization, market information, properties and
prospects necessary to enable Purchaser to make an informed investment decision
with respect to its investment in the Units. The Company is subject to the
periodic reporting requirements of the Securities Exchange Act of 1934, as
amended, and the Purchaser has reviewed or received copies of any such reports
that have been requested by it. The Purchaser represents that it has carefully
reviewed the Company's Form 10-SB, as amended, and Form 10-QSB filed on November
19, 1999. Purchaser has carefully read and reviewed, and is familiar with and
understands the contents thereof and hereof, including, without limitation, the
risk factors described in this Agreement. See "Understanding of Investment
Risks." Purchaser acknowledges that he has had the opportunity to ask questions
of and receive answers from, and to obtain additional information from,
representatives of the Company concerning the terms and conditions of the
acquisition of the Units and the present and proposed business and financial
condition of the Company, and has had all such questions answered to his
satisfaction and has been supplied all information requested.

         6. Understanding of Investment Risks. An investment in the Units should
not be made by a Purchaser who cannot afford the loss of its entire Purchase
Price. The Purchaser acknowledges that the Units offered hereby have not been
approved or disapproved by the Securities and Exchange Commission, or any state
securities commissions, nor has the Securities and Exchange Commission or any
state securities commission passed upon the adequacy or accuracy of this
Securities Purchase Agreement or any exhibit hereto. An investment in the Units
should not be made until the Purchaser has considered the following risk
factors:


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                  (a) Arbitrary Offering Price. The price of the Units offered
hereby has been arbitrarily determined by the Company without the benefit of an
arm's-length negotiation and is not based upon generally-recognized criteria,
such as earnings, price per share, net book value, etc. There can be no
assurances that the offering price is representative of the actual value of the
Units.

                  (b) Dividends. The payment of dividends by the Company is not
contemplated in the foreseeable future.

                  (c) Registration Rights; Restrictions Upon Resale. The
Securities have not been registered under the Act or any state securities or
blue-sky law and subscribers may not sell or otherwise transfer such securities
except pursuant to registration under the Act and any applicable state
securities laws or exemptions therefrom. Because of such restrictions, a
subscriber for the Units must bear the economic risks of such investment for an
indefinite period of time.

                  (d) Limited Public Market. Although the Company's Common Stock
is listed on the OTC Electronic Bulletin Board, there is currently a very
limited public trading market for the Common Stock. There can be no assurances
that a regular trading market will ever develop for the Common Stock of the
Company.

                  (e) Possible Change of Business. The Company is an
exploration-stage mineral resource holding company, with option agreements to
acquire certain mining concessions in Mexico that may be silver-producing. As an
exploration-stage company, the Company must expend significant amounts of money
before it can make a profit, if ever. Mineral exploration, particularly for
silver, is highly speculative in nature, frequently is nonproductive, and
involves many risks, often greater than those involved in the actual mining of
mineralization. The Company has incurred substantial expenditures to determine
the location and extent of mineralization through surveys, drilling programs and
other geological sampling techniques. Based on the geological reports on the
mining concessions to date, the Company may determine that it is in the best
interests of its stockholders to change its line of business. There can be no
assurance that the Company will be successful or profitable, either as a mining
holding company or another type of venture.

         7. Representations and Warranties of the Company. The Company hereby
represents and warrants to Purchaser as follows:

                  (a) Organizational Standing of the Company. The Company is a
validly existing corporation in good standing under the laws of the State of
Delaware with adequate power and authority to conduct the business in which it
is now engaged and has the corporate power and authority to enter into this
Agreement, and is duly qualified and licensed to do business as a foreign
corporation in such other states or jurisdictions as is necessary to enable it
to carry on its business, except where failure to do so would not have a
material adverse effect on its business;


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                  (b) Corporate Power and Authority. The execution and delivery
of this Agreement and the transactions contemplated hereby have been duly
authorized by the Board of Directors of the Company. No other corporate act or
proceeding on the part of the Company is necessary to authorize this Agreement
or the consummation of the transactions contemplated hereby. When duly executed
and delivered by the parties hereto, this Agreement will constitute a valid and
legally binding obligation of the Company enforceable against it in accordance
with its terms, except as such enforceability may be limited by: (i) bankruptcy,
insolvency, moratorium, reorganization or other similar laws and legal and
equitable principles limiting or affecting the rights of creditors generally;
and/or (ii) general principles of equity, regardless of whether considered in a
proceeding in equity or at law;

                  (c) Noncontravention. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby will not,
to the best of the Company's knowledge and belief: (i) permit the termination or
acceleration of the maturity of any material indebtedness or material obligation
of the Company; (ii) permit the termination of any material note, mortgage,
indenture, license, agreement, contract, or other instrument to which the
Company is a party or by which it is bound or the Certificate of Incorporation
or By-Laws of the Company; (iii) except as expressly provided in this Agreement
and except for state "blue sky" approvals that may be required and those
consents and waivers which already have been obtained by the Company, require
the consent, approval, waiver or authorization from or registration or filing
with any party, including but not limited to any party to a material agreement
to which the Company is a party or by which it is bound, or any regulatory or
governmental agency, body or entity except where failure to obtain such consent,
approval, waiver or authorization would not have a material adverse effect on
the Company's business; (iv) result in the creation or imposition of any lien,
claim or encumbrance of any kind or nature on any material properties or assets
of the Company; or (v) violate in any material aspect any statute, law, rule,
regulation or ordinance, or any judgment, decree, order, regulation or rule of
any court, tribunal, administrative or governmental agency, body or entity to
which the Company or its properties is subject except where such violation would
not have a material adverse effect on the Company's business.

                  (d) Authorized Shares of Common Stock Issuable upon Exercise
of Warrants. The Company currently has a sufficient number of shares of Common
Stock authorized to issue the shares under the Units and the shares issuable
upon exercise of the Vested Warrants. The Company currently does not have
authorized a sufficient number of shares of Common Stock for issuance upon
exercise of the Contingent Warrants. The Board of Directors expects to seek
Stockholder Approval to increase the number of shares of Common Stock it is
authorized to issue or to effectuate a reverse split of its Common Stock in
order to have a sufficient number of shares of authorized Common Stock to issue
upon the exercise of the Contingent Warrants; however, the Company makes no
assurances that the requisite Stockholder Approval will be obtained.


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                  8. IMPORTANT CONSIDERATIONS: SUITABILITY STANDARDS - WHO
SHOULD INVEST.

                  INVESTMENT IN THE UNITS INVOLVES A HIGH DEGREE OF RISK AND IS
SUITABLE ONLY FOR PERSONS OF SUBSTANTIAL FINANCIAL RESOURCES WHO HAVE NO NEED
FOR LIQUIDITY IN THEIR INVESTMENT.

                  A substantial number of state securities commissions have
established investor suitability standards for the marketing within their
respective jurisdictions of restricted securities. Some have also established
minimum dollar levels for purchases in their states. The reasons for these
standards appear to be, among others, the relative lack of liquidity of
securities of such programs as compared with other securities investments.
Investment in the Units involves a high degree of risk and is suitable only for
persons of substantial financial means who have no need for liquidity in their
investments.

                  The Company has adopted as a general investor suitability
standard the requirement that each Purchaser of Units represents in writing that
he: (a) is acquiring the Units for investment and not with a view to resale or
distribution; (b) can bear the economic risk of losing his entire investment;
(c) his overall commitment to investments which are not readily marketable is
not disproportionate to his net worth, and an investment in the Units will not
cause such overall commitment to become excessive; (d) has adequate means of
providing for his current needs and personal contingencies and has no need for
liquidity in this investment in the Units; (e) has evaluated all the risks of
investment in the Company; and (f) has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of investing in the Company or is relying on his own purchaser
representative, in making an investment decision.

                  In addition, all of the Purchasers for Units must be: (1) a
sophisticated investor with substantial net worth and experience in making
investments of this nature; and (2) an "accredited investor," as defined in Rule
501 of Regulation D under the Act, by meeting any of the following conditions:

                  (i) he has an individual income in excess of $200,000 in each
of the two most recent years or joint income with his spouse in excess of
$300,000 in each of those years, and he reasonably expects an income in excess
of the aforesaid levels in the current year, or

                  (ii) he has an individual net worth, or a joint net worth with
his spouse, at the time of his purchase, in excess of $1,000,000 (net worth for
these purposes includes homes, home furnishings and automobiles), or

                  (iii) he otherwise satisfies the Company that he is an
accredited investor, as defined in Rule 501 under the Act.

                  Other categories of investors included within the definition
of accredited investor include the following: certain institutional investors,
including certain banks, whether acting in their individual or fiduciary
capacities; certain insurance companies; federally registered


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investment companies; business development companies (as defined under the
Investment Company Act of 1940); Small Business Investment Companies licensed by
the Small Business Administration; certain employee benefit plans; private
business development companies (as defined in the Investment Advisers Act of
1940); tax exempt organizations (as defined in Section 501(c)(3) of the Internal
Revenue Code) with total assets in excess of $5,000,000; entities in which all
the equity owners are accredited investors; and certain affiliates of the
Company.

                  A partnership subscriber, which satisfies the requirements set
forth in clauses (a) through (f) above shall satisfy the suitability standards
if it is an accredited investor by reason of clause (iii) above, or if all of
its partners are accredited investors. A corporate subscriber, which satisfies
the requirements set forth in clauses (a) through (f) above shall satisfy the
investor suitability standards if it is an accredited investor by reason of
clause (iii) above, or if all of its shareholders are accredited investors.
Corporate subscribers must have net worth of at least three (3) times the amount
of their investment in the Units.

                  The suitability standards referred to above represent minimum
suitability requirements for prospective purchasers and the satisfaction of such
standards by a prospective purchaser does not necessarily mean that the Units
are a suitable investment for such purchaser. The Company may, in circumstances
it deems appropriate, modify such requirements. The Company may also reject
subscriptions for whatever reasons, in its sole discretion, it deems
appropriate.

                  A Purchaser who is a resident of certain state may be required
to meet certain additional suitability standards.

                  THE ACCEPTANCE OF A SUBSCRIPTION FOR UNITS BY THE COMPANY DOES
NOT CONSTITUTE A DETERMINATION BY THE COMPANY THAT AN INVESTMENT IN THE UNITS IS
SUITABLE FOR A PROSPECTIVE PURCHASER. THE FINAL DETERMINATION OF THE SUITABILITY
OF INVESTMENT IN THE UNITS MUST BE MADE BY THE PROSPECTIVE PURCHASER AND HIS
ADVISERS.

         9. State Law Considerations.


                  IN MAKING AN INVESTMENT DECISION, THE PURCHASER MUST RELY ON
HIS OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE
MERITS AND RISKS INVOLVED. THESE UNITS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL
OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE
FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY
OF THE DESCRIPTION OF BUSINESS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION


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THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

         10. Notices. All notices, requests, consents or other communications
required or permitted hereunder shall be in writing and shall be hand delivered,
mailed first class postage prepaid, registered or certified mail, or sent via
nationally recognized overnight courier such as federal express, to the
following addresses:

                  If to the Company:

                           Silver King Resources, Inc.
                           6025 South Eaton Lane
                           Littleton, Colorado 80123
                           Attn: Alan Stier, President

                  With a copy to:

                           Stephen M. Cohen, Esquire
                           Buchanan Ingersoll Professional Corporation
                           Eleven Penn Center
                           1835 Market Street, 14th Floor
                           Philadelphia, PA  19103

                  In the case of Purchaser:

                  To the address set forth at the end of this Agreement or to
such other addresses as may be specified in accordance herewith from time to
time.

                  Unless specified otherwise, such notices and other
communications shall for all purposes of this Agreement be treated as being
effective upon being delivered personally or, if sent by mail, five days after
the same has been deposited in a regularly maintained receptacle for the deposit
of United States mail, addressed as set forth above, and postage prepaid.

         11. Survival of Representations and Warranties. Representations and
warranties contained herein shall survive the execution and delivery of this
Agreement.

         12. Parties in Interest. All the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
respective successors and permitted assigns of the parties hereto, provided that
this Agreement and the interests herein may not be assigned by either party
without the express written consent of the other party.

         13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to principles
of conflicts of laws.


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         14. Sections and Other Headings. The section and other headings
contained in this Agreement are for the convenience of reference only, do not
constitute part of this Agreement or otherwise affect any of the provisions
hereof.

         15. Counterpart and Facsimile Signatures. This Agreement may be signed
in counterparts and all counterparts together shall become effective only when
the counterpart(s) have been executed and delivered by and on behalf of the
Company and the Purchaser. Facsimile signatures to this Agreement shall be
deemed to be original signatures.

         IN WITNESS WHEREOF, intending to be legally bound, each of the parties
hereto has caused this Agreement to be duly signed as of February __, 2000.

                                            Purchaser:

                                            By:_________________________________

        Units/$
------------------------                    ____________________________________
Number and dollar amount                    Name:
of Units purchased -                        Title:
Purchase Price

                                            Address of Purchaser:


                                            ____________________________________


                                            ____________________________________

                                            Tax Identification/
                                            Social Security Number: ____________



                                          Accredited Investor Certification
                                          ---------------------------------
                                     (Place initials on the appropriate line(s))

___               (i)      I am a natural person who had individual income of
                           more than $200,000 in each of the most recent two
                           years or joint income with my spouse in excess of
                           $300,000 in each of the most recent two years and
                           reasonably expect to reach that same income level for
                           the current year ("income", for purposes hereof,
                           should be computed as follows: individual adjusted
                           gross income, as reported (or to be reported) on a
                           federal income tax return, increased by (1) any
                           deduction of long-term capital gains under section
                           1202 of the Internal Revenue Code of 1986 (the
                           "Code"), (2) any deduction for depletion under
                           Section 611 et seq. of the Code, (3) any exclusion


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<PAGE>



                           for interest under Section 103 of the Code and (4)
                           any losses of a partnership as reported on Schedule E
                           of Form 1040);

___               (ii)     I am a natural person whose individual net worth
                           (i.e., total assets in excess of total liabilities),
                           or joint net worth with my spouse, will at the time
                           of purchase of the Units be in excess of $1,000,000;

___               (iii)    The Purchaser is a "Qualified Institutional Buyer" as
                           the term is defined under Rule 144A of the Act.

___               (iv)     The Purchaser is an investor satisfying the
                           requirements of Section 501(a)(1), (2) or (3) of
                           Regulation D promulgated under the Securities Act,
                           which includes but is not limited to, a self-directed
                           employee benefit plan where investment decisions are
                           made solely by persons who are "accredited investors"
                           as otherwise defined in Regulation D;

___               (v)      The Purchaser is a trust, which trust has total
                           assets in excess of $5,000,000, which is not formed
                           for the specific purpose of acquiring the Units
                           offered hereby and whose purchase is directed by a
                           sophisticated person as described in Rule 506(b)(ii)
                           of Regulation D and who has such knowledge and
                           experience in financial and business matters that it
                           is capable of evaluating the risks and merits of an
                           investment in the Units;

___               (vi)     I am a director or executive officer of the Company;
                           or

___               (vii)    The Purchaser is an entity (other than a trust) in
                           which all of the equity owners meet the requirements
                           of at least one of the above subparagraphs.



                             Agreed and Accepted by

                             SILVER KING RESOURCES, INC.


                             By:___________________________________
                                Alan Stier, President


                             DATED:_______________________


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