EXHIBIT 10.9

                                AGREEMENT BETWEEN

                          WESTERN MESQUITE MINES, INC.
                             (a Nevada Corporation)

                                       AND

                    HARRISON WESTERN CONSTRUCTION CORPORATION
                            (a Colorado Corporation)

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

AGREEMENT

Made as of the 1st day of September in the year of 2003

BETWEEN the Owner:

Western Mesquite Mines, Inc.
7000 Independence Parkway
Suite 160, #135
Plano, Texas 75025


and the Operations Manager:

Harrison Western Construction Corporation
1208 Quail Street
Lakewood, Colorado 80215

The Owner and Operations Manager agree as set forth below.

The Project is:

     Name:         Mesquite Mine

     Location:     Imperial County, California

     Description:  Scope of Work

     1.   Western Mesquite Mines, Inc. (the Owner) is entering into a contract
          with Harrison Western Construction Corporation (the Operations
          Contractor) for contract operation of the Mesquite Mine located in
          Imperial County, California.

     2.   The contract will have an initial term of six (6)months from the date
          hereof and shall be automatically renewed until terminated. The
          contract can be terminated by either party by giving three (3) months
          notice to the other party after the initial term.

     3.   The functions and responsibilities of the Operations Contractor are
          generally as follows:

          a.   Provide the necessary expertise in the technical disciplines of
               heap leaching operations including leaching, carbon handling,
               carbon stripping, carbon regeneration, and gold refining as well
               as general gold metallurgy to continue to meet the gold
               production goals established by the Owner.

          b.   Provide the engineering, mining, metallurgical, mechanical,
               electrical, administrative, supervisory, and managerial expertise
               to set up the operation for Owner's take over of the operating
               responsibilities at the end of the contract.

     4.   The Operations Contractor will provide the technical, administrative,
          and operational services to operate and maintain the Mesquite leach
          facility.


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<PAGE>
     5.   The Operations Contactor will consult with Newmont personnel as
          required to affect the transition from Newmont and develop and
          implement other production support functions as may be required.

     6.   Concurrent with the operations and maintenance of the plant, the
          Operations Contractor will provide Technical Services to Owner in the
          following areas to allow a smooth transition from contract operations
          to Owner operations with minimal production interruptions:

          a.   Evaluate and report on the on-site production equipment,
               ancillary support equipment, spares, production practices and
               procedures, labor requirements, and other services required to
               create an operation capable of meeting the production
               requirements established by Owner.

          b.   Develop gold accounting, sampling and assaying procedures to
               enable the accounting of gold from the heaps and through the
               carbon strip circuit and refinery.

          c.   Implement the necessary procedures to continue compliance with
               the environmental and operating permits including gathering
               samples and taking necessary readings and measurements.

     7.   The Operations Contractor will perform the scope of work described
          above on a cost reimbursable basis plus a fee. The cost shall be
          actual costs and the fee shall be 10% of the reimbursable costs.

     8.   An imprest fund of approximately one month's operating costs will be
          established and funded and all payments will be sourced from that
          fund. The Operations Contactor will forecast cash requirements and
          Owner will place funds into the account two times per month to
          accomplish the production plan and maintain the one month balance.

     9.   Invoices will be submitted two times per month and payment shall be
          due within 5 days of the date of invoice.

     10.  In addition to the 10% fee that is due to the Operations Contractor
          from the Site Operations, Owner agrees to pay Operations Contractor a
          Management Fee of $10,000.00 per month to cover home office support
          such as Executive Management oversight, as well as communications
          systems and software support at the home office level. This fee
          eliminates the need to track and bill for copying, phone charges, and
          other incidental charges that occur when managing an operation.

     11.  Travel to site or on behalf of the operation would, however, be
          additional and would be billed at cost.

     12.  All costs of insurance directly attributable to the Project, including
          workman's compensation, will be billed to Owner.

     13.  Payroll related costs and all other clerical and administrative costs
          directly related to the Mesquite operations will be billed on a cost
          plus a fee basis per the attached rate schedule.

     14.  The contract to provide the design, engineering, procurement and
          construction services for the carbon stripping plant and gold refinery
          are to be billed separately.




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<PAGE>
The  1987  Edition  of AIA Document A201, General Conditions of the Contract for
Construction  is  referred  to  herein  (a  copy  is  attached).





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<PAGE>
                                TABLE OF CONTENTS


ARTICLE 1      GENERAL PROVISIONS
          1.1  Relationship to Parties
          1.2  General Conditions
          1.3  Contract Sum, Contract Time and Changes in the Work

ARTICLE 2      OPERATIONS CONTRACTOR'S RESPONSIBILITIES
          2.1  Preconstruction Phase
          2.2  Control Estimate and Contract Time
          2.3  Construction Phase
          2.4  Professional Services
          2.5  Unsafe Materials

ARTICLE 3      OWNERS'S RESPONSIBLITIES
          3.1  Information and Services
          3.2  Owner's Designated

ARTICLE 4      COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES
          4.1  Compensation
          4.2  Payments

ARTICLE 5      COMPENSATION FOR CONSTRUCTION PHASE SERVICES
          5.1  Compensation
          5.2  Changes in the Work

ARTICLE 6      COST OF WORK FOR CONSTRUCTION PHASE
          6.1  Costs To Be Reimbursed
          6.2  Costs Not To Be Reimbursed
          6.3  Discounts, Rebates and Refunds
          6.4  Accounting Records

ARTICLE 7      CONSTRUCTION PHASE PAYMENTS
          7.1  Progress Payments
          7.2  Final Payment

ARTICLE 8      INSURANCE AND BONDS
          8.1  Insurance Required of the Operations Contractor
          8.2  Insurance Required of the Owner
          8.3  Performance Bond and Payment Bond

ARTICLE 9      MISCELLANEOUS PROVISIONS
          9.1  Dispute Resolution for the Preconstruction Phase
          9.2  Dispute Resolution for the Construction Phase
          9.3  Other Provisions

ARTICLE 10     TERMINATION OR SUSPENSION
          10.1 Termination Prior to the Owner's Approval of the Control Estimate
          10.2 Termination Subsequent to the Owner's Approval of the Control
               Estimate
          10.3 Notice of Termination
          10.4 Suspension

ARTICLE 11     OTHER CONDITIONS AND
               SERVICES


EXHIBIT A      PERSONNEL RATE SCHEDULE


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                                    ARTICLE 1
                                    ---------
                               GENERAL PROVISIONS

1.1     RELATIONSHIP  OF  PARTIES

The  Operations  Contractor  accepts  the  relationship  of trust and confidence
established  with  the  Owner by this Agreement, and covenants with the Owner to
furnish  the Operations Contractor's reasonable skill and judgment in furthering
the interests of the Owner. The Operations Contractor shall furnish construction
administration  and management services and use the Operations Contractor's best
efforts  to  perform  the  Project  in  an  expeditious  and  economical  manner
consistent  with the interests of the Owner. The Owner shall endeavor to promote
harmony and cooperation among the Owner, Operations Contractor and other persons
or  entities  employed  by  the  Owner  for  the  Project.

1.2     GENERAL  CONDITIONS

For  any Construction Phase, the General Conditions of the Contract shall be the
1987  Edition  of  AIA  Document  A201,  General  Conditions of the Contract for
Construction,  which  is  incorporated herein by reference and which shall apply
except  as specifically noted in this Agreement. For the Pre construction Phase,
including  Preconstruction  Phase activities which proceed concurrently with the
Construction  Phase,  AIA  Document  A201 shall not apply except as specifically
provided  in  this  Agreement.  If anything in AIA Document A201 is inconsistent
with  or  is  modified  by  this  Agreement,  this  Agreement  shall  govern.
Modifications  of  AIA  Document  A201  by this Agreement shall not apply to Sub
contractors  except  as  provided  in  Paragraph 2.5 of this Agreement. The term
"Contractor"  as used in AIA Document A201 shall mean the Operations Contractor.

1.3     CONTRACT  SUM,  CONTRACT  TIME  AND
        CHANGES  IN  THE  WORK

[Deleted]


                                    ARTICLE 2
                                    ---------

                    OPERATIONS CONTRACTOR'S RESPONSIBILITIES

The Operations Contractor shall perform the services described in this Contract.
The  service  to  be  provided  under  Paragraphs  2.1  and  2.2  constitute the
Preconstruction  Phase  services.  If the Owner and Operations Contractor agree,
the  Construction  Phase  may  commence  before  the  Preconstruction  Phase  is
completed, in which case both phases will proceed concurrently.


2.1     PRECONSTRUCTION  PHASE

2.1.1   PRELIMINARY  EVALUATION

[Deleted]

2.1.2   CONSULTATION

The  Operations  Contractor  shall schedule and attend regular meetings with the
Owner.  The  Operations  Contractor  shall consult with the Owner regarding site
use  and  improvements,  and  the  selection  of materials, building systems and
equipment.  The  Operations  Contractor  shall  provide  recommendations  on
construction  feasibility; actions designed to minimize adverse effects of labor
or  material  shortages;  time  requirements  for  procurement, installation and
construction  completion;  and  factors  related  to construction cost including
estimates  of alternative designs or materials, preliminary budgets and possible
economies.

2.1.3     PRELIMINARY  PROJECT  SCHEDULE

When Project requirements described in Subparagraph 3.1.1 have been sufficiently
identified,  the Operations Contractor shall prepare, and periodically update, a
preliminary Project schedule for the Owner's approval. The Operations Contractor
shall  coordinate  and  integrate  the  preliminary  Project  schedule  with the
services  and  activities  of  the  Owner  and  Operations Contractor. As design
proceeds, the preliminary Project schedule shall be updated to indicate proposed
activity  sequences  and  durations, milestone dates for receipt and approval of
pertinent  information,  submittal  of  the  Control  Estimate,  preparation and
processing  of  shop  drawings  and  samples, delivery of materials or equipment
requiring  long-lead  time  procurement,  Owner's occupancy requirements showing
portions  of  the  Project  having  occupancy  priority,  and  estimated date of
Substantial  Completion.  If  preliminary Project schedule updates indicate that
previously  approved  schedules  may not be met, the Operations Contractor shall
make  appropriate  recommendations  to  the  Owner.


2.1.4     PHASED  CONSTRUCTION

[Deleted]

2.1.5     PRELIMINARY  COST  ESTIMATES

2.1.5.1 When the Owner has sufficiently identified the Project requirements, the
Operations Contractor shall prepare, for the review and approval of the Owner, a
preliminary  cost  estimate  utilizing  area,  volume  or  similar  conceptual
estimating  techniques.

2.1.5.2  When  Schematic Design Documents have been prepared and approved by the
Owner,  the  Operations


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<PAGE>
Contractor  shall  prepare  for  the  review  and  approval of the Owner, a more
detailed  estimate  with  supporting  data. During the preparation of the Design
Development  Documents,  the  Operations Contractor shall update and refine this
estimate  at  appropriate  intervals  agreed  to  by  the  Owner  and Operations
Contractor.

2.1.5.3 When Design Development Documents have been prepared and approved by the
Owner,  the  Operations  Contractor  shall  prepare  a  detailed  estimate  with
supporting  data for review and approval by the Owner. During the preparation of
the  Construction  Documents,  the Operations Contractor shall update and refine
this  estimate  at  appropriate  intervals agreed to by the Owner and Operations
Contractor.

2.1.5.4  If  any  estimate  submitted  to  the Owner exceeds previously approved
estimates  or  the  Owner's  budget,  the  Operations  Contractor  shall  make
appropriate  recommendations  to  the  Owner.

2.1.6     SUBCONTRACTORS  AND  SUPPLIERS

If  required,  Operations Contractor shall develop subcontractor interest in the
Project  and shall furnish to the Owner for their information a list of possible
subcontractors,  including  suppliers  who are to furnish materials or equipment
fabricated  to  a  special design, from whom proposals may be requested for that
specific  portion  of  the  Work.

2.1.7     LONG-LEAD  TIME  ITEMS

The  Operations  Contractor  shall  recommend  to  the  Owner  a  schedule  for
procurement  of  long-lead  time items which will constitute part of the Work as
required  to  meet  the  Project  Schedule.  If  such  long-lead  time items are
procured by the Owner, they shall be procured on terms and conditions acceptable
to  the  Operations  Contractor.  Upon  the  Owner's  approval  of  the  Control
Estimate,  all  contracts  for  such items shall be assigned by the Owner to the
Construction  Manger,  who  shall  accept  responsibility  for  such items as if
procured by the Operations Contractor.  The Operations Contractor shall expedite
the  delivery  of  long-lead  time  items.

2.1.8     EXTENT  OF  RESPONSIBILTY

The  Operations  Contractor  agrees to exercise reasonable skill and judgment in
the  preparation  of  schedules and estimates, but does not warrant or guarantee
any  schedules  or  estimates  or  line items within such estimates, even though
approved  by the Owner, including the Control Estimate and the estimated date of
Substantial  Completion,  except as otherwise provided under Clause 2.2.4.5. The
recommendations  and  advice  of  the  Operations  Contractor  concerning design
alternatives  shall  be  subject to the review and approval of the Owner and the
Owner's  professional  consultants.  It  is  not  the  Operations  Contractor's
responsibility  to  ascertain  that  the  Drawings  and  Specifications  are  in
accordance with applicable laws, statutes, ordinances, building codes, rules and
regulations.  However,  if the Operations Contractor recognizes that portions of
the Drawings and Specifications are at variance, the Operations Contractor shall
promptly  notify  the  Owner  in  writing.

2.1.9     EQUAL  EMPLOYMENT  OPPORTUNITY AND  AFFIRMATIVE  ACTION

The  Operations  Contractor  shall  comply with applicable laws, regulations and
special  requirements  of  the  Contract  Documents  regarding  equal employment
opportunity  and  affirmative  action  programs.

2.2     CONTROL  ESTIMATE  AND  CONTRACT TIME

2.2.1  In  accordance  with  the  preliminary  Project  schedule  established in
Subparagraph  2.l.3,  the  Operations Contractor shall prepare and submit to the
Owner in writing a Control Estimate using current information to update the most
recently prepared Preliminary Estimate. The Control Estimate shall be the sum of
the  then-estimated Cost of the Work and the Operations Contractor's Fee, and is
the  estimate  against  which  actual  costs  will  be  measured.

2.2.2 The Operations Contractor shall develop and implement a detailed system of
cost  control  that  will  provide  the  Owner with timely information as to the
anticipated  total  Cost  of the Work. The cost control system shall compare the
Control  Estimate  with the actual cost for activities in progress and estimates
for  uncompleted  tasks and proposed changes. This information shall be reported
to the Owner in writing at mutually agreeable intervals.

2.2.3  As  the  Drawings  and Specifications may not be finished at the time the
Control  Estimate  is  prepared,  the Operations Contractor shall provide in the
Control Estimate for further development of the Drawings and Specifications that
is  consistent  with  the Contract Documents and reasonably inferable therefrom.
Such  further  development  does  not  include  such  things as change in scope,
systems, kinds and quality of materials, finishes or equipment.

2.2.4  The  Control  Estimate  shall  include:

     .1   A  list  of  the  Drawings  and  Specifications, including all addenda
          thereto  and  the  Conditions  of  the  Contract.

     .2   A  list  of  the clarifications and assumptions made by the Operations
          Contractor  in  the  preparation of


                                                                               6
<PAGE>
          the  Control  Estimate  to supplement the information contained in the
          Drawings  and  Specifications.

     .3   A  statement  of  the  estimated  Cost  of the Work organized by trade
          categories  or  systems,  and  the  Operations  Contractor's  fee.

     .4   A  statement  of  the  actual or estimated date of commencement of the
          Construction  Phase  and the estimated date of Substantial Completion,
          with  a  schedule  of  the  construction documents issuance dates upon
          which  the  estimated  date  of  Substantial  Completion  is  based.

     .5   A  statement as to whether or not the duration from the stated date of
          commencement  of  the  Construction  Phase  to  the  estimated date of
          Substantial  Completion  shall become the Contract Time and be subject
          to  the  provisions  of  Article  8  of  AIA  Document  A201.

2.2.5  The Operations Contractor shall meet with the Owner to review the Control
Estimate.  In  the  event  that  the  Owner  discovers  any  inconsistencies  or
inaccuracies  in  the  information  presented,  they  shall  promptly notify the
Operations  Contractor,  who  shall  make appropriate adjustments to the Control
Estimate.  When the Control Estimate is acceptable to the Owner, the Owner shall
approve  it  in  writing.

2.2.6  Upon the Owner's approval of the Control Estimate, the Contract Documents
shall  consist  of (1) this Agreement, (2) AIA Document A201 and other documents
referred to in this Agreement, (3) the documents enumerated in Clause 2.2.4 with
the  adjustments  described  in  Clause  2.2.5,  and  (4)  Modifications  issued
subsequent  to  the Owner's approval of the Control Estimate. If anything in the
other  Contract  Documents  is  inconsistent with this Agreement, this Agreement
shall  govern.

2.2.7  The  Owner  shall  authorize  and  cause  the  revision  the Drawings and
Specifications  to  the  extent necessary to reflect the agreed upon assumptions
and clarifications on which the Control Estimate is based. Such revised Drawings
and Specifications shall be furnished to the Operations Contractor in accordance
with  schedules  agreed  to  by  the Owner Operations Contractor. The Operations
Contractor  shall  promptly  notify  the  Owner  if  such  revised  Drawings and
Specifications  are  inconsistent  with  the  agreed  upon  assumptions  and
clarifications.

2.3      CONSTRUCTION  PHASE

2.3.1    GENERAL

2.3.1.1  The Construction Phase shall commence on the earlier of:

     .1   the  Owner's approval of the Control Estimate and issuance of a Notice
          to  Proceed;  or

     .2   the  Owner's first authorization to the Operations Contractor to award
          a  subcontract,  or  to  undertake  a  portion  of  the  Work with the
          Operations  Contractor's  own forces, or to issue a purchase order for
          materials  or  equipment  required  for  the  Work.

2.3.1.2  For  purposes  of  Subparagraph 8.1.2 of AIA Document A201, the date of
commencement of the Work shall mean the date of commencement of the Construction
Phase.

2.3.1.3  Prior  to  the  Owner's approval of the Operations Contractor's Control
Estimate  and  issuance  of a Notice to Proceed, the Operations Contractor shall
not  incur  any cost to be reimbursed as part of the Cost of the Work, except as
the  Owner  may  specifically  authorize  in  writing.

2.3.2  ADMINISTRAT1ON

2.3.2.1  Those  portions  of  the  Work  that the Operations Contractor does not
customarily  perform  with  the  Operations  Contractor's own personnel shall be
performed  under  subcontracts  or  by  other  appropriate  agreements  with the
Operations  Contractor.  The  Operations  Contractor  shall  obtain  bids  from
Subcontractors  and  from  suppliers  of  materials or equipment fabricated to a
special  design  for  the  Work  from  the  list  previously reviewed and, after
analyzing  such  bids, shall deliver such bids to the Owner. The Owner will then
determine,  with  the  advice  of  the  Operations Contractor which bids will be
accepted.  The  Owner  may  designate specific persons or entities from whom the
Operations  Contractor shall obtain bids. The Operations Contractor shall not be
required  to  contract  with  anyone  to  whom  the  Operations  Contractor  has
reasonable  objection.

2.3.2.2  Subcontracts  and  agreements  with  suppliers  furnishing materials or
equipment  fabricated  to  a special design shall not be awarded on the basis of
cost plus a fee without the prior consent of the Owner.

2.3.2.3  The  Operations Contractor shall schedule and conduct meetings at which
the  Owner, Operations Contractor and appropriate Subcontractors can discuss the
status  of  the  Work.  The  Operations  Contractor  shall  prepare and promptly
distribute  meeting  minutes.

2.3.2.4  Promptly  after  the  Owner's  approval  of  the  Control Estimate, the
Operations Contractor shall prepare a schedule in accordance with Paragraph 3.10
of AIA Document A201, including the Owner's occupancy requirements.

2.3.2.5  The  Operations Contractor shall provide monthly written reports to the
Owner  on  the  progress  of  the  entire  Work. The Operations Contractor shall
maintain  a  daily  log  containing  a  record  of  weather,  Subcontractors


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working  on the site, number of workers, Work accomplished, problems encountered
and  other  similar  relevant  data as the Owner may reasonably require. The log
shall  be  available  to  the  Owner.

2.4     PROFESSIONAL  SERVICES

The Operations Contractor shall not be required to provide professional services
which  constitute  the  practice  of  architecture  or  engineering, unless such
services  are  specifically  required by the Contract Documents for a portion of
the  Work or unless the Operations Contractor has specifically agreed in writing
to  provide  such services. In such event, the Operations Contractor shall cause
such services to be performed by appropriately licensed professionals.

2.5     UNSAFE  MATERIALS

In  addition  to  the  provisions  of  Paragraph  10.1  in  AIA Document A201 if
reasonable  precautions  will be inadequate to prevent foreseeable bodily injury
or  death  to persons resulting from a material or substance encountered but not
created  on  the  site  by  the Operations Contractor, the Operations Contractor
shall,  upon  recognizing  the  condition, immediately stop work in the affected
area  and  report  the  condition to the Owner in writing. The Owner, Operations
Contractor  shall  then  proceed  in  the  same manner described in Subparagraph
10.1.2  of  AIA  Document A201. The Owner shall be responsible for obtaining the
services  of  a  licensed  laboratory  to  verify the presence or absence of the
material  or  substance  reported by the Operations Contractor and, in the event
such  material  or  substance is found to be present, to verify that it has been
rendered  harmless.  Unless  other  wise required by the Contract Documents, the
Owner  shall  furnish  in  writing  to  the  Operations Contractor the names and
qualifications  of  persons  or  entities who are to perform tests verifying the
presence or absence of such material or substance or who are to perform the task
of  removal  or  safe  containment of such material or substance. The Operations
Contractor  will  promptly  reply to the Owner in writing stating whether or not
either  has  reasonable  objection  to  the  persons or entities proposed by the
Owner.  If  either  the  Operations  Contractor  has an objection to a person or
entity  proposed  by  the  Owner,  the  Owner  shall propose another to whom the
Operations  Contractor  has  no  reasonable  objection.

                                    ARTICLE 3
                                    ---------

                            OWNER'S RESPONSIBILITIES

3.1     INFORMATION  AND  SERVICES

3.1.1  The Owner shall provide full information in a timely manner regarding the
requirements  of  the  Project, including a program which sets forth the Owner's
objectives,  constraints  and  criteria,  including  space  requirements  and
relationships, flexibility and expandability requirements, special equipment and
systems,  and  site  requirements.

3.1.2  The  Owner,  upon  written  request from the Operations Contractor, shall
furnish  evidence  of  Project  financing prior to the start of the Construction
Phase and from time to time thereafter as the Operations Contractor may request.
Furnishing  of  such  evidence shall be a condition precedent to commencement or
continuation  of  the  Work.

3.1.3  The  Owner  shall establish and update an overall budget for the Project,
based  on  consultation  with  the  Operations  Contractor,  which shall include
contingencies  for  changes  in  the  Work  and  other  costs  which  are  the
responsibility  of  the  Owner.

3.1.4     STRUCTURAL  AND  ENVIRONMENTAL
          TESTS,  SURVEYS  AND  REPORTS

The  Owner  shall  furnish  the  following with reasonable promptness and at the
Owner's  expense:

3.1.4.1  Reports,  surveys,  drawings and tests concerning the conditions of the
site  which  are  required  by  law.

3.1.4.2  Surveys  describing  physical  characteristics,  legal  limitations and
utility  locations  for the site of the Project, and a written legal description
of  the  site.  The  surveys and legal information shall include, as applicable,
grades  and  lines  of  streets,  alleys,  pavements  and adjoining property and
structures;  adjacent  drainage;  rights-of-way,  restrictions,  easements,
encroachments,  zoning,  deed restrictions, boundaries and contours of the site;
locations, dimensions and necessary data pertaining to existing buildings, other
improvements  and  trees;  and information concerning available utility services
and lines, both public and private, above and below grade, including inverts and
depths.  All  information  on  the  survey  shall  be  referenced  to  a project
benchmark.

3.1.4.3 The services of a geotechnical engineer when such services are requested
by  the  Operations Contractor. Such services may include but are not limited to
test  borings,  test  pits,  determinations  of soil bearing values, percolation
tests,  evaluations  of  hazardous  materials,  ground corrosion and resistivity
tests,  including necessary operations for anticipating subsoil conditions, with
reports  and  appropriate  professional  recommendations.

3.1.4.4  Structural,  mechanical, chemical, air and water pollution tests, tests
for  hazardous  materials,  and  other  laboratory  and  environmental  tests,
inspections  and  reports  which  are  required  by  law.

3.1.4.5  The  services  of  other  consultants when such services are reasonably
required  by  the  scope  of  the  Project  and  are requested by the Operations
Contractor.


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The  Operations  Contractor  shall  be entitled to rely upon the accuracy of any
such  information,  reports,  surveys,  drawings  and tests described in Clauses
3.1.4.1  through  3.1.4.5,  except  to the extent that the Operations Contractor
knows  of  any  inaccuracy.

3.2     OWNER'S  DESIGNATED
        REPRESENTATIVE

The  Owner  shall  designate  in writing a representative who shall have express
authority  to  bind  the Owner with respect to all matters requiring the Owner's
approval  or authorization. This representative shall have the authority to make
decisions  on  behalf  of  the  Owner  concerning  estimates  and  schedules,
construction  budgets,  and changes in the Work, and shall render such decisions
promptly  and  furnish  information  expeditiously,  so as to avoid unreasonable
delay  in  the  services  or  Work  of  the  Operations  Contractor.

3.3     LEGAL  REQUIREMENTS

The  Owner  shall  determine and advise the Operations Contractor of any special
legal  requirements relating specifically to the Project which differ from those
generally  applicable  to  construction  in the jurisdiction of the Project. The
Owner  shall  furnish  such  legal  services  as  are  necessary  to provide the
information  and  services  required  under  Paragraph  3.1.



                                                                               9
<PAGE>
                                    ARTICLE 4
                                    ---------

          COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES

The  Owner  shall  compensate and make payments to the Operations Contractor for
Preconstruction  Phase  services  as  follows:

4.1     COMPENSATION

4.1.1  For  the  services  described  in  Paragraphs 2.1 and 2.2, the Operations
Contractor's  compensation shall be calculated in accordance with Exhibit A Rate
Schedule.

4.1.2  [Deleted]

4.1.3 If compensation is based on a multiple of Direct Personnel Expense, Direct
Personnel  Expense  is  defined  as  the  direct  salaries  of  the  Operations
Contractor's  personnel  engaged  in  the Project and the portion of the cost of
their  mandatory  and customary contributions and benefits related thereto, such
as  employment  taxes  and  other  statutory  employee benefits, insurance, sick
leave,  holidays,  vacations,  pensions  and similar contributions and benefits.

4.2     PAYMENTS

4.2.1  Payments  shall be made two times per month following presentation of the
Operations Contractor's invoice and, where applicable, shall be in proportion to
services  performed.

4.2.2  Payments  are  due and payable five (5) days from the date the Operations
Contractor's  invoice.  Amounts  unpaid  after  the date on which payment is due
shall bear interest at the rate entered below, or in the absence thereof, at the
legal  rate  prevailing  from  time  to  time  at the place where the Project is
located.

                                    ARTICLE 5
                                    ---------

                  COMPENSATION FOR CONSTRUCTION PHASE SERVICES

The  Owner  shall  compensate  the  Operations Contractor for Construction Phase
services  as  follows:

5.1     COMPENSATION

5.1.1  [Deleted]

5.2     CHANGES  IN  THE  WORK

5.2.1  The  Owner  may,  without invalidating the Contract, order changes in the
Work within the general scope of the Contract consisting of additions, deletions
or  other  revisions.

5.2.2  Increased  costs  for  the items set forth in Article 6 which result from
changes  in  the  Work  shall  become  part  of  the  Cost  of the Work, and the
Operations  Contractor's  Fee  shall  be  adjusted if provided in Paragraph 5.1.

5.2.3  If  the  Operations  Contractor  receives  any  drawings, specifications,
interpretations  or  instructions from the Owner which are inconsistent with the
Contract  Documents,  or  encounters unanticipated conditions, any of which will
result  in  a  significant  change  in  the  cost,  scope  or  estimated date of
Substantial  Completion  in comparison with the Control Estimate, the Operations
Contractor shall promptly notify the Owner in writing and shall not proceed with
the  affected  Work  until  further  written  instructions are received from the
Owner.

5.2.4  If  no specific provision is made in Subparagraph 5.1.1 for adjustment of
the  Operations  Contractor's  Fee in the case of changes in the Work, or if the
extent  of  such  changes  is  such  that,  in the aggregate, application of the
adjustment  provisions  of Subparagraph 5.1.1 will cause substantial inequity to
the  Owner  or  Operations  Contractor, the Operations Contractor's Fee shall be
equitably adjusted on the basis of the Fee established for the original Work.


                                                                              10
<PAGE>
                                    ARTICLE 6
                                    ---------

                     COST OF THE WORK FOR CONSTRUCTION PHASE

6.1     COSTS  TO  BE  REIMBURSED

6.1.1  The  term "Cost of the Work" shall mean costs necessarily incurred by the
Operations Contractor in the proper performance of the Work. Such costs shall be
at  rates  not  higher  than  those customarily paid at the place of the Project
except  with prior consent of the Owner. The Cost of the Work shall include only
the  items  set  forth  in  this  Article  6.

6.1.2     LABOR  COSTS

     .1   Wages  of  construction  workers  directly  employed by the Operations
          Contractor  to  perform  the  construction of the Work at the site or,
          with  the  Owner's  agreement,  at  off-site  workshops.

     .2   Wages  or  salaries  of  the  Operations  Contractor's supervisory and
          administrative  personnel  when stationed at the site with the Owner's
          agreement.  Personnel  stationed  at  the  Operations  Contractor's
          principal  office  will  be  included  in  the  Cost  of  the  Work in
          accordance  with  the  schedule provided in Exhibit A with the Owner's
          agreement.

     .3   Wages  and  salaries  of  the  Operations  Contractor's supervisory or
          administrative  personnel  engaged, at factories, work shops or on the
          road,  in  expediting the production or transportation of materials or
          equipment  required  for  the Work, but only for that portion of their
          time  required  for  the  Work.

     .4   Costs  paid  or  incurred  by  the  Operations  Contractor  for taxes,
          insurance,  contributions, assessments and benefits required by law or
          collective  bargaining  agreements,  and, for personnel not covered by
          such  agreements,  customary  benefits such as sick leave, medical and
          health  benefits, holidays, vacations and pensions, provided that such
          costs are based on wages and salaries included in the Cost of the Work
          under  Clauses  6.1.2.1  through  6.1.2.3.

6.1.3     SUBCONTRACT  COSTS

Payments  made by the Operations Contractor to Subcontractors in accordance with
the  requirements  of  the  subcontracts.

6.1.4     COSTS  OF  MATERIALS  AND  EQUIPMENT  INCORPORATED  IN  THE  COMPLETED
CONSTRUCTION

     .1   Costs,  including  transportation,  of  materials  and  equipment
          incorporated  or  to  be  incorporated  in the completed construction.

     .2   Costs of materials described in the preceding Clause 6.1.4.1 in excess
          of  those  actually  installed  but  required  to  provide  reasonable
          allowance for waste and for spoilage. Unused excess materials, if any,
          shall be handed over to the Owner at the completion of the Work or, at
          the  Owner's  option,  shall  he  sold  by  the Operations Contractor;
          amounts  realized,  if  any,  from such sales shall be credited to the
          Owner  as  a  deduction  from  the  Cost  of  the  Work.

6.1.5     COSTS  OF  OTHER  MATERIALS  AND  EQUIPMENT,  TEMPORARY FACILITIES AND
RELATED  ITEMS

     .1   Costs,  including  transportation,  installation,  maintenance,
          dismantling  and removal of materials, supplies, temporary facilities,
          machinery,  equipment,  and  hand  tools  not customarily owned by the
          construction  workers, which are provided by the Operations Contractor
          at  the  site  and  fully consumed in the performance of the Work; and
          cost  less  salvage value on such items if not fully consumed, whether
          sold  to  others  or  retained  by the Operations Contractor. Cost for
          items  previously  used  by  the Operations Contractor shall mean fair
          market  value.

     .2   Rental  charges  for  temporary  facilities, machinery, equipment, and
          hand  tools  not  customarily owned by the construction workers, which
          are  provided by the Operations Contractor at the site, whether rented
          from the Operations Contractor or others, and costs of transportation,
          installation,  minor repairs and replacements, dismantling and removal
          thereof.  Rates and quantities of equipment rented shall be subject to
          the  Owner's  prior  approval.

     .3   Costs  of  removal  of  debris  from  the  site.

     .4   Reproduction  costs,  costs  of telegrams, facsimile transmissions and
          long-distance  telephone  calls, postage and express delivery charges,
          telephone  at  the site and reasonable petty cash expenses of the site
          office.

     .5   That  portion of the reasonable travel and subsistence expenses of the
          Operations  Contractor's  personnel  incurred  while  traveling  in
          discharge  of  duties  connected  with  the  Work.


                                                                              11
<PAGE>
6.1.6     MISCELLANEOUS  COSTS

     .1   That  portion  directly  attributable to this Contract of premiums for
          insurance  and  bonds.

     .2   Sales,  use or similar taxes imposed by a governmental authority which
          are  related  to  the  Work and for which the Operations Contractor is
          liable.

     .3   Fees  and  assessments  for the building permit and for other permits,
          licenses  and  inspections  for  which  the  Operations  Contractor is
          required  by  the  Contract  Documents  to  pay.

     .4   Fees  of  testing  laboratories  for  tests  required  by the Contract
          Documents,  except those related to nonconforming Work other than that
          for  which  payment  is  permitted  by  Clause  6.1.8.2.

     .5   Royalties  and  license  fees paid for the use of a particular design,
          process  or  product  required  by the Contract Documents; the cost of
          defending  suits  or  claims  for  infringement  of  patent  or  other
          intellectual  property  rights  arising  from  such requirement by the
          Contract  Documents;  payments made in accordance with legal judgments
          against  the Operations Contractor resulting from such suits or claims
          and  payments  of settlements made with the Owner's consent; provided,
          however,  that  such costs of legal defenses, judgment and settlements
          shall  not  be  included  in  the  calculation  of  the  Operations
          Contractor's  Fee and provided that such royalties, fees and costs are
          not  excluded  by  the  last  sentence  of  Subparagraph 3.17.1 of AIA
          Document  A201  or  other  provisions  of  the  Contract  Documents.

     .6   Data  processing  costs  related  to  the  Work.

     .7   Deposits  lost  for  causes  other  than  the  Operations Contractor's
          negligence  or  failure  to  fulfill  a specific responsibility to the
          Owner  set  forth  in  this  Agreement.

     .8   With  the  Owner's  prior  written  permission,  legal,  mediation and
          arbitration  costs, other than those arising from disputes between the
          Owner and Operations Contractor, reasonably incurred by the Operations
          Contractor  in  the  performance  of  the  Work.

     .9   Expenses  incurred  in  accordance  with  the  Operations Contractor's
          standard  personnel  policy  for  relocation  and  temporary  living
          allowances of personnel required for the Work, in case it is necessary
          to  relocate  such  personnel  from  distant  locations.

6.1.7     OTHER  COSTS

     .1   Other  costs  incurred  in  the  performance of the Work if and to the
          extent  approved  in  advance  in  writing  by  the  Owner.

     .2   [Deleted]

6.1.8     EMERGENCIES  AND  REPAIRS  TO  DAMAGED  OR  NONCONFORMING  WORK

The  Cost  of  the Work shall also include costs described in Subparagraph 6.1.1
which  are  incurred  by  the  Operations  Contractor:

     .1   In  taking action to prevent threatened damage, injury or loss in case
          of  an  emergency  affecting  the  safety  of persons and property, as
          provided  in  Paragraph  10.3  of  AIA  Document  A201.

     .2   In  repairing  or correcting damaged or nonconforming Work executed by
          the  Operations  Contractor  or  the  Operations  Contractor's
          Subcontractors  or  suppliers,  provided  that  such  damaged  or
          nonconforming  Work  was  not  caused  by the negligence or failure to
          fulfill  a  specific  responsibility  to  the  Owner set forth in this
          Agreement  of the Operations Contractor or the Operations Contractor's
          foremen,  engineers  or  superintendents,  or  other  supervisory,
          administrative  or  managerial personnel of the Operations Contractor,
          or  the  failure of the Operations Contractor's personnel to supervise
          adequately  the  Work  of the Subcontractors or suppliers, and only to
          the  extent  that the cost of repair or correction is not recover able
          by  the  Operations  Contractor  from  insurance,  Subcontractors  or
          suppliers.

6.1.9 The costs described in Subparagraphs 6.1.1 through 6.1.8 shall be included
in  the  Cost of the Work, notwithstanding any provision of AIA Document A201 or
other  Conditions of the Contract which may require the Operations Contractor to
pay  such  costs,  unless such costs are excluded by the provisions of Paragraph
6.2.


                                                                              12
<PAGE>
6.2     COSTS  NOT  TO  BE  REIMBURSED

6.2.1  The  Cost  of  the  Work  shall  not  include:

     .1   Salaries  and  other  compensation  of  the  Operations  Contractor's
          personnel stationed at the Operations Contractor's principal office or
          offices other than the site office, except as specifically provided in
          Clauses  6.1.2.1  through  6.1.2.3.

     .2   Expenses  of  the Operations Contractor's principal office and offices
          other  than  the  site  office except as specifically provided herein.

     .3   Overhead  and  general  expenses,  except as may be expressly included
          herein.

     .4   The  Operations  Contractor's  capital expenses, including interest on
          the  Operations  Contractor's  capital  employed  for  the  Work.

     .5   [Deleted]

     .6   Except  as  provided in Clause 6.1.8.2, costs due to the negligence of
          the  Operations  Contractor  or  to  the  failure  of  the  Operations
          Contractor to fulfill a specific responsibility to the Owner set forth
          in  this  Agreement.

     .7   [Deleted]

     .8   Except  as  provided  in Clause 6.1.7.1, any cost not specifically and
          expressly  described  herein.

6.3     DISCOUNTS,  REBATES  AND  REFUNDS

6.3.1  Cash  discounts  obtained  on  payments made by the Operations Contractor
shall  accrue  to  the  Owner  if  (1) before making the payment, the Operations
Contractor  included  them  in  an  Application for Payment and received payment
therefor  from  the  Owner,  or  (2)  the  Owner  has  deposited  funds with the
Operations  Contractor  with  which to make payments; otherwise, cash dis counts
shall accrue to the Operations Contractor. Trade discounts, rebates, refunds and
amounts  received  from sales of surplus materials and equipment shall accrue to
the  Owner, and the Operations Contractor shall make provisions so that they can
be  secured.

6.3.2  Amounts  which  accrue  to the Owner in accordance with the provisions of
Subparagraph  6.3.1  shall be credited to the Owner as a deduction from the Cost
of  the  Work.

6.4     ACCOUNTING  RECORDS

6.4.1  The  Operations  Contractor  shall  keep  full  and detailed accounts and
exercise such controls as may be necessary for proper financial management under
this  Contract;  the accounting and control systems shall be satisfactory to the
Owner.  The  Owner  and  the Owner's accountants shall be afforded access to the
Operations  Contractor's records, books, correspondence, instructions, drawings,
receipts,  subcontracts,  purchase  orders,  vouchers,  memoranda and other data
relating to this Project, and the Operations Contractor shall preserve these for
a period of three years after final payment, or for such longer period as may be
required  by  law.

                                    ARTICLE 7
                                    ---------

                           CONSTRUCTION PHASE PAYMENTS

7.1     ADVANCE  OF  FUNDS

On  or before the 20th day of each calendar month during the performance of Work
hereunder,  Contractor  will furnish Owner with its estimate of the expenditures
to  be  incurred  by  Contractor  in  the  next  succeeding calendar month.  The
estimate  shall  be reviewed and approved by Owner, and upon such approval Owner
shall,  by  the end of the month during which such estimate is forwarded, pay to
Contractor  the  amount  stated  therein,  adjusted  as  hereinafter  set forth,
together  with  Contractor's  fee  provided  for  by  Article 5.1.1 for the next
succeeding  calendar  month.

Not  later  than the 20th day of each calendar month after the effective date of
this  Contract,  Contractor  shall prepare and submit to Owner invoices for that
portion  of  the Work performed by Contractor during the preceding month. Should
the  total  amount, including all amounts reimbursable under Article 6 set forth
in such invoices be greater than the estimated amount advanced to Contractor for
such  month,  Owner  shall  pay  to Contractor the difference promptly after the
receipt  of  such invoices.  Should such total amount set forth on such invoices
(with  the  exception  above  provided)  be  less  than  the  estimated


                                                                              13
<PAGE>
amount  advanced  to Contractor for such month, the difference shall be deducted
from  the  next  estimate  to  be  forwarded to Owner. The invoices submitted by
Contractor  to  Owner  pursuant  to  this  provision  shall  be  certified  and
accompanied  by  such  information  as  Owner  may  reasonably  request.

                                    ARTICLE 8
                                    ---------

                               INSURANCE AND BONDS

8.1     INSURANCE  REQUIRED  OF  THE  OPERATIONS  CONTRACTOR

During  both phases of the Project, the Operations Contractor shall purchase and
maintain  insurance  as  set  forth in Paragraph 11.1 of AIA Document A201. Such
insurance shall be written for not less than the following limits, or greater if
required  by  law:

8.1.1  Workers'  Compensation  and Employers' Liability meeting statutory limits
mandated by State and Federal laws. If (1) limits in excess of those required by
statute  are  to  be  provided,  or (2) the employer is not statutorily bound to
obtain  such  insurance  coverage,  or  (3)  additional  coverages are required,
additional  coverages  and  limits  for  such  insurance  shall  be  as follows:

8.1.2  Commercial General Liability, including coverage for Premises-Operations,
Independent  Contractors' Protective, Products-Completed Operations, Contractual
Liability,  Personal  Injury, and Broad Form Property Damage (including coverage
for  Explosion,  Collapse  and  Underground  hazards):

                                             $1,000,000          Each Occurrence

                                             $2,000,000        General Aggregate

                                             $1,000,000             Personal and
                                                              Advertising Injury

                                             $1,000,000       Products-Completed
                                                            Operations Aggregate

     .1   The  policy  shall  be endorsed to have the General Aggregate apply to
          this  Project  only.

     .2   Products  and Completed Operations insurance shall be maintained for a
          minimum period of at least one (1) year after either 90 days following
          Substantial  Completion  or  final  payment,  whichever  is  earlier.

     .3   The  Contractual Liability insurance shall include coverage sufficient
          to  meet  the  obligations  in AIA Document A201 under Paragraph 3.18.

8.1.3  Automobile  Liability  (owned,  non-owned  and hired vehicles) for bodily
injury  and  property  damage:

                                             $1,000,000            Each Accident

8.1.4  Other  coverage:

Umbrella Liability:  $4,000,000 Each occurrence

                     $4,000,000 Annual Aggregate


8.2     INSURANCE  REQUIRED  OF  THE  OWNER

During  both  phases  of  the  Project,  the  Owner  shall purchase and maintain
liability and property insurance, including waivers of subrogation, as set forth
in  Paragraphs  11.2  and  11.3  of  AIA  Document A201. Such insurance shall be
written  for  not less than the following limits, or greater if required by law:

8.2.1 Property Insurance:

<TABLE>
<CAPTION>
<S>                                                    <C>         <C>
                                                       $           As required by RMB Capital

                                                       $

8.2.2 Boiler and Machinery insurance with a limit of:  $
</TABLE>


                                                                              14
<PAGE>
8.2.3     The insurance coverages required shall be maintained in full force and
          effect  at  all  times  that  the Work defined herein  is  in  effect.

          All  policies, whether specifically mentioned above or not, shall name
          Operations  Contractor  as  additional  insureds.





                                                                              15
<PAGE>
                                    ARTICLE 9
                                    ---------

                            MISCELLANEOUS PROVISIONS

9.1     DISPUTE  RESOLUTION  FOR  THE  PRECONSTRUCTION  PHASE

9.1.1  Claims, disputes or other matters in question between the parties to this
Agreement  which  arise  prior  to the commencement of the Construction Phase or
which  relate  solely  to  the  Preconstruction Phase services of the Operations
Contractor or to the Owner's obligations to the Operations Contractor during the
Preconstruction  Phase,  shall be resolved by mediation or by arbitration. Prior
to  arbitration,  the  parties  shall endeavor to reach settlement by mediation.

9.1.2  Any  mediation  conducted pursuant to this Paragraph 9.1 shall be held in
accordance  with  the  Construction  Industry  Mediation  Rules  of the American
Arbitration  Association  currently in effect, unless the parties mutually agree
other  wise. Demand for mediation shall be filed in writing with the other party
to  this Agreement and with the American Arbitration Association. Any demand for
mediation  shall  be  made  within a reasonable time after the claim, dispute or
other  matter in question has arisen. In no event shall the demand for mediation
be  made after the date when institution of legal or equitable proceedings based
upon  such  claim,  dispute  or  other matter in question would be barred by the
applicable  statute  of  limitations.

9.1.3  Any  claim, dispute or other matter in question not resolved by mediation
shall  be  decided  by  arbitration in accordance with the Construction Industry
Arbitration  Rules  of the American Arbitration Association currently in effect,
unless  the  parties  mutually  agree  otherwise.

9.1.4  Demand  for  shall  be  filed  in  writing  with  the other party to this
Agreement  and  with  the  American  Arbitration  Association.  A  demand  for
arbitration may be made concurrent with a demand for mediation and shall be made
within  a  reasonable  time after the claim, dispute or other matter in question
has  arisen, In no event shall the demand for arbitration be made after the date
when  institution  of  legal  or  equitable  proceedings  based upon such claim,
dispute or other matter in question would be barred by the applicable statute of
limitations.

9.1.5  No arbitration shall include, by consolidation or joinder or in any other
manner,  parties  other  than  the  Owner,  Operations  Contractor,  a  separate
contractor  as  described  in  Article  6 of AIA Document A201 and other persons
substantially  involved  in  a  common question of fact or law whose presence is
required  if  complete  relief  is  to  be accorded in arbitration. No person or
entity other than the Owner or Operations Contractor or a separate contractor as
described  in  Article  6  of AIA Document A201 shall be included as an original
third  party  or  additional  third  party  to  an arbitration whose interest or
responsibility  is insubstantial. Consent to arbitration involving an additional
person  or entity shall not constitute agreement to arbitration of a dispute not
described  in  such  consent  or  with a person or entity not named or described
therein.  The foregoing agreement to arbitrate and other agreements to arbitrate
with  an  additional  person  or  entity  duly  consented  to by parties to this
Agreement  shall  be  specifically enforceable under applicable law in any court
having  jurisdiction  thereof.

9.1.6  The  award  rendered by the arbitrator or arbitrators shall be final, and
judgment  may  be entered upon it in accordance with applicable law in any court
having  jurisdiction  thereof.

9.2     DISPUTE  RESOLUTION  FOR  THE
        CONSTRUCTION  PHASE

9.2.1  Any  other  claim,  dispute or other matter in question arising out of or
related  to this Agreement or breach thereof shall be settled in accordance with
Article  4  of  AIA  Document  A201,  except  that  in  addition to and prior to
arbitration,  the  parties  shall  endeavor  to reach settlement by mediation in
accordance  with  the  Construction  Industry  Mediation  Rules  of the American
Arbitration  Association  currently in effect, unless the parties mutually agree
otherwise.  Any  mediation  arising  under  this Paragraph shall be conducted in
accordance  with  the  provisions  of  Subparagraphs  9.1.2  and  9.1.3.

9.3     OTHER  PROVISIONS

9.3.1  Unless  otherwise  noted, the terms used in this Agreement shall have the
same  meaning  as  those  in  the  1987  edition  of  AIA Document A201, General
Conditions  of  the  Contract  for  Construction.

9.3.2     EXTENT  OF  CONTRACT

This  Contract,  which  includes  this  Agreement  and  the  other  documents
incorporated herein by reference, represents the entire and integrated agreement
between  the  Owner  and  the  Operations  Contractor  and  supersedes all prior
negotiations,  representations  or  agreements,  either  written  or  oral. This
Agreement may be amended only by written instrument signed by both the Owner and
Operations  Contractor.  If  any  thing  in  any document incorporated into this
Agreement  is  inconsistent  with  this  Agreement, this Agreement shall govern.

9.3.3     OWNERSHIP  AND  USE  OF  DOCUMENTS

The Drawings, Specifications and other documents are for use solely with respect
to  this  Project.  They  are  not  to  be  used  by  the Operations Contractor,
Subcontractors,  Sub-subcontractors  or  suppliers  on  other  projects,  or for
additions  to  this  Project outside the scope of the Work, without the specific
written  consent  of  the  Owner.


                                                                              16
<PAGE>
9.3.4  GOVERNING  LAW

The Contract shall be governed by the law of the State of Colorado.

9.3.5  ASSIGNMENT

The  Owner  and  Operations  Contractor  respectively  bind  them  selves, their
partners,  successors,  assigns  and  legal  representatives  to the other party
hereto  and  to  partners, successors, assigns and legal representatives of such
other party in respect to covenants, agreements and obligations contained in the
Contract Documents. Neither party to the Contract shall assign the Contract as a
whole  without  written  consent of the other.  If either party attempts to make
such  an  assignment  without such consent, that party shall nevertheless remain
legally  responsible  for  all  obligations  under  the  Contract.

                                   ARTICLE 10
                                   ----------

                            TERMINATION OR SUSPENSION

[Deleted]





                                                                              17
<PAGE>
                                     ARTICLE
                                     -------

                          OTHER CONDITIONS AND SERVICES


                                 None included.





This Agreement entered into as of the day and year first written above.

<TABLE>
<CAPTION>
Western Mesquite Mines, Inc., OWNER:      Harrison Western Construction Corporation,
                                          OPERATIONS CONTRACTOR:
<S>                                   <C>

By:  /s/ John Ryan                    By:  /s/ Kenneth A. Brunk
     ----------------------------          ------------------------------------------
     John Ryan, Vice President             Kenneth A. Brunk, President and Chief
                                           Executive Officer

Date:  Nov. 7, 2003                   Date: Nov. 7, 2003
       --------------------------           -----------------------------------------

ATTEST:  /s/ Thomas Callicrate        ATTEST:  /s/ Teri L. Roberts
         ------------------------              --------------------------------------
</TABLE>




                                                                              18
<PAGE>