EXHIBIT 10.15

                           LINCOLN HILL GOLD PROPERTY

                     EXPLORATION AND MINING LEASE AGREEMENT

                                     BETWEEN

                 MOUNTAIN GOLD EXPLORATION INC./LANE A. GRIFFIN

                                       AND

                            WESTERN GOLDFIELDS, INC.




                                 Effective Date:

                                December 23, 2002



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                                Table of Contents
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RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION I - DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION II - REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . 4
     2.1    Capacity of the Parties. . . . . . . . . . . . . . . . . . . . . . 4
     2.2    Disclosures. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
     2.3    WG Representation and Warranties . . . . . . . . . . . . . . . . . 4
     2.4    MGE Representations. . . . . . . . . . . . . . . . . . . . . . . . 5
     2.5    Survival of Representations. . . . . . . . . . . . . . . . . . . . 5
SECTION III - PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
     3.1    General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
     3.2    Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION IV - RELATIONSHIP OF THE PARTIES . . . . . . . . . . . . . . . . . . . 5
     4.1    No Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . 5
     4.2    Other Business Opportunities . . . . . . . . . . . . . . . . . . . 5
     4.3    Transfer or Termination of Rights. . . . . . . . . . . . . . . . . 6
     4.4    Implied Covenants. . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION V - TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
     5.1    Effective Date and Lease Time Period Term. . . . . . . . . . . . . 6
     5.2    General Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
     5.3    Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
     5.4    Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
     5.5    Production Royalty . . . . . . . . . . . . . . . . . . . . . . . . 8
     5.6    Buy Down of Royalty Option . . . . . . . . . . . . . . . . . . . . 8
     5.7    Mining of Gold and Mineral Specimens . . . . . . . . . . . . . . . 8
SECTION VI - DUTIES OF OPERATOR. . . . . . . . . . . . . . . . . . . . . . . . 8
     6.1    Powers, Duties and Obligations of WG . . . . . . . . . . . . . . . 8
     6.2    Standard of Care . . . . . . . . . . . . . . . . . . . . . . . . . 9
     6.3    Assessment Work. . . . . . . . . . . . . . . . . . . . . . . . . .10
SECTION VII - AUDIT AND ACCOUNTING . . . . . . . . . . . . . . . . . . . . . .10
     7.1    Audits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
     7.2    General Accounting Records . . . . . . . . . . . . . . . . . . . .10
SECTION VIII - WITHDRAWAL AND TERMINATION. . . . . . . . . . . . . . . . . . .10
     8.1    Termination by Expiration, Default or Agreement. . . . . . . . . .10
     8.2    Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
     8.3    Continuing Obligations and Environmental Liabilities . . . . . . .11
     8.4    Disposition of Assets on Termination . . . . . . . . . . . . . . .11
     8.5    Non-Compete Covenants. . . . . . . . . . . . . . . . . . . . . . .11
     8.6    Right to Data After Termination. . . . . . . . . . . . . . . . . .11
     8.7    Continued Authority. . . . . . . . . . . . . . . . . . . . . . . .11
SECTION IX - ACQUISITIONS WITHIN AREA OF INTEREST. . . . . . . . . . . . . . .11
     9.1    Acquisition within Area of Interest. . . . . . . . . . . . . . . .11
SECTION X - ABANDONMENT AND SURRENDER OF PROPERTIES. . . . . . . . . . . . . .12
     10.1   Surrender or Abandonment of Properties . . . . . . . . . . . . . .12
     10.2   Reacquisition. . . . . . . . . . . . . . . . . . . . . . . . . . .12
SECTION XI - TRANSFER OF INTEREST. . . . . . . . . . . . . . . . . . . . . . .12
     11.1   General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
     11.2   Limitations on Free Transferability. . . . . . . . . . . . . . . .12
SECTION XII - CONFIDENTIALITY. . . . . . . . . . . . . . . . . . . . . . . . .13
     12.1   General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
     12.2   Exceptions . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
     12.3   Draft For Comment. . . . . . . . . . . . . . . . . . . . . . . . .13
     12.4   Notice Required, . . . . . . . . . . . . . . . . . . . . . . . . .14
     12.5   Duration of Confidentiality. . . . . . . . . . . . . . . . . . . .14
SECTION XIII - GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . .14
     13.1   MGE Guarantee of its Affiliates. . . . . . . . . . . . . . . . . .14


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                                Table of Contents
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                                  (continued)
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     13.2   WG Guarantee of its Affiliates . . . . . . . . . . . . . . . . . .14
SECTION XIV - GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . .14
     14.1   Notices and Payment. . . . . . . . . . . . . . . . . . . . . . . .14
     14.2   Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . .15
     14.3   Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
     14.4   Modification . . . . . . . . . . . . . . . . . . . . . . . . . . .15
     14.5   Force Majeure. . . . . . . . . . . . . . . . . . . . . . . . . . .15
     14.6   Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . .15
     14.7   Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . . .15
     14.8   Further Assurances . . . . . . . . . . . . . . . . . . . . . . . .16
     14.9   Survival of Terms and Conditions . . . . . . . . . . . . . . . . .16
     14.10  Entire Agreement, Successors and Assigns . . . . . . . . . . . . .16
     14.11  Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . .16




                                       ii
<PAGE>
                           LINCOLN HILL GOLD PROPERTY
                           --------------------------

                     EXPLORATION AND MINING LEASE AGREEMENT
                     --------------------------------------

     THIS  AGREEMENT  is  made,  entered  into  and effective on the 23rd day of
December,  2002,  (the  "Effective Date"), regardless of the dates upon which it
actually  is  signed  by  the parties hereto, between MOUNTAIN GOLD EXPLORATION,
INC.,  a  Nevada  Corporation  and  LANE A. GRIFFIN, an individual, collectively
referred  to  herein  as  ("MGE")  whose address is P.O. Box 21146, Reno, Nevada
89515  and Western Goldfields, Inc., an Idaho Corporation, herein referred to as
("WG") whose address is 7000 Independence Parkway, Suite 160 #135, Plano, Texas,
75025.  Pursuant  to  this  agreement,  MGE  grants WG an Exploration and Mining
Lease  Agreement  (the  "Project"),  located  in  Pershing  County, Nevada.  The
Project  is  comprised  of such mineral rights as more particularly described in
Exhibit  "A"  hereto  and additional mineral rights, if any, acquired within the
Area of Interest defined also in Section I, Section IX, Exhibit "A" and shown in
Exhibit  "C"

                                    RECITALS
                                    --------

     WHEREAS,  MGE controls, holds rights and/or owns an interest in the Lincoln
Hill Gold Property located in Pershing County, Nevada including (herein referred
to as (the "Property") and as identified, described and shown in Exhibit "A" and
Exhibit  "C."

     WHEREAS, WG desires to enter into an Exploration and Mining Lease Agreement
with  MGE  for  the  Lincoln  Hill  Gold  Property.

     NOW,  THEREFORE,  MGE  and WG agree to enter into an Exploration and Mining
Lease Agreement, herein referred to as (the "Agreement") and in consideration of
the mutual covenants and agreements contained herein, the Parties mutually agree
as  follows:

                             SECTION I - DEFINITIONS
                             -----------------------

     "ACCOUNTING  PROCEDURE" means the procedures set forth in Section 6.1 h and
7.2.

     "ACQUIRING  PARTY"  means  the  Party who has acquired additional interests
within  the  Area  of Interest and as described in Section 9.1, 12.1 and 12.2 of
this  Agreement.

     "ACTUAL EXPENDITURES" means all expenditures of WG after the Effective Date
shall  be  WG's  Actual  Expenditures.

     "ADVANCED ROYALTY PAYMENTS" means the advanced' royalty payments to be made
during  the  term  of  Agreement  described  in  Section  5.2.

     "AFFILIATE'(S)"  means  in  respect  of  a  party,  any  individual'(s),
partnership'(s),  corporation'(s),  representative'(s),  consultant'(s),  joint
venture'(s),  or  other form of enterprise that directly or indirectly controls,
is  controlled  by,  or is under common control with, MGE or WG. For purposes of
the  preceding  sentence, "control" means possession, directly or indirectly, of
the  power  to  direct  or  cause  direction  of management and policies through
ownership  of  voting  securities,  contract,  voting  trust  or  otherwise.

     "AGREEMENT"  means this Lincoln Hill Gold Property - Exploration and Mining
Lease  Agreement  or any agreements that involve or influence MGE, including all
amendments  and modifications thereof, and all schedules and exhibits, which are
hereby  incorporated  herein  by  reference.

     "AREA  OF  INTEREST  (AOI)" means an Area of Mutual Interest which includes
Mining  Claims,  mill sites, tunnel rights, real property, third parties claims,
fee  lands,  private  lands,  permits,  concessions,  leases,  right-of-ways,
easements,  water rights any and all other property rights, titles and interests
within  a  one (1) mile distance beyond the boundary of the MGE Claims, and more
particularly  described  and  shown  in  Section  5.2  (d),  9.1,  Exhibit  "A."

     "ASSETS"  means  the  assets of the Lincoln Hill Gold Property and includes
without  limitation  the  Property,  Metals  and  all  other  real  and personal
property,  tangible  and  intangible,  held or to be held for the benefit of the
Property.


                                        1
<PAGE>
     "BUDGET"  means a detailed estimate and actual expenditures of all costs to
be  incurred  by  WG  with  respect  to  a  Program.

     "MINING  CLAIMS"  means  all  patented  and/or  unpatented  lode and placer
claims,  mill  sites  and  tunnel  rights  within  the  Property

     "DATA"  means  all  and  any  geological,  geochemical and geophysical data
generated  and  acquired  including,  but not limited to all written and digital
data including but not limited to: reports, documents correspondences, financial
documents,  maps,  drill  logs,  drill chips trays, core, coarse rejects, pulps,
core  tests,  surveys,  assays,  analyses,  production  reports,  operations,
technical,  accounting  and  financial  records,  and other information acquired
while  this  Agreement  is  in  effect.

     "DEEMED  EXPENDITURES"  means  the amount determined in accordance with the
provisions  in  Section  5.2  of  this  Agreement.

     "DEVELOPMENT"  means all preparation other than Exploration for the removal
and  recovery of Metals, including the construction or installation of a mill or
any  other improvements to be used for the mining, handling, milling, processing
or  other  beneficiation  of  Metals.

     "DOLLARS  OR  $"  means  all  currency, dollars or moneys are in U.S Dollar
Currency.

     "WG"  means Western Goldfields, Inc., a company incorporated under the laws
of  Idaho  and  its  Affiliates,  successors  and  assigns.

     "EFFECTIVE DATE" means December 23, 2002.

     "EXPLORATION"  means  all  activities  directed  toward  ascertaining  the
existence,  location,  quantity,  quality  or  commercial  value  of deposits of
Metals.

     "EXPLORATION EXPENDITURES" means all cash, expenses and obligation spent or
incurred  by  WG  on  Operations  and  shall include, but not be limited to, all
rentals,  fees, option payments and assessment work required to keep the Lincoln
Hill  Gold  Property  Exploration and Mining Lease Agreement and the Lode Claims
and  AOI  comprising  the  Property  in  good  standing,  all  expenditures  for
Corporate,  Exploration  Field  Office,  and  all  office  and  field  related
exploration- activities including, without limitations, geophysical, geological,
geochemical,  analytical  and  laboratory work, all surveys, drilling, assaying,
metallurgical  testing,  engineering,  and  all  other  expenditures  directly
benefiting  the  Property.

     "FORCE MAJEURE" shall have the meaning described to it in Section 14.5.

     "INTEREST"  means  all  rights,  titles  and  interests  to any and all MGE
Claims,  AOI,  Lands,  Property-Properties,  and/or  agreements.

     "LANDS"  means all Mining Claims, mill sites, tunnel rights, real property,
fee  lands,  private  lands,  permits,  concessions,  leases,  right-of-ways,
easements,  water  rights  or  any  other property rights, titles and interests.

     "LEASE"  means  the  ("Lincoln  Hill Gold Property - Exploration and Mining
Lease  Agreement")  granted  by  MGE  to  WG  as  described  in  Section  5.1.

     "METAL  INTEREST"  means  any  applicable  mining easement and other mining
rights  or interests and all Lands acquired on the Property and those additional
Metals,  Metal  Interests,  Metal  Products  and  Ore, which may be substituted,
supplemented  or  acquired  to  form  part  of  the  Property.

     "MINING"  means  the  mining,  extracting,  producing, handling, milling or
other  processing  of  Metals.

     "METALS"  means  all  precious  and  base  metals  including: gold, silver,
antimony,  mercury, copper, lead, zinc, and all other metals, concentrates which
are  discovered  or  exist  on  the Property or which can be extracted, mined or
processed by any method presently known or developed or invented. All industrial
clays,  rock  or stone industrial substances, materials, products, compounds and
any  and all other saleable or leaseable materials,


                                        2
<PAGE>
including  but  not  limited to dumortierite and andalusite are excluded and not
made apart of this Agreement. WG shall have no rights, title and/or interests to
any  of  these  materials  and  Interests.

     "METAL PRODUCTS" means the metallic precipitates, cathodes, leach solutions
and  any  other  primary,  secondary or final product derived from operating the
mine  during  the  term  of  this  Agreement  or  removed  from  the  Property.

     "MGE"  means  Mountain  Gold  Exploration,  Inc.,  a  Nevada  Corporation
incorporated  under  the  laws  of Nevada with 50% ownership in the Property and
Lane  Griffin,  an  Individual  with  50%  ownership  in  the Property and their
Affiliates,  successors,  and  assigns.

     "MGE  CLAIMS"  means  Mountain  Gold  Exploration,  Inc. and Lane Griffin's
claims, lands, and any all rights, titles and interests within the perimeters of
the  claims with regards to all Metals, Metal Interests, Ores and Metal Products
within the claims that are of record as of the effective date of this Agreement,
and  more  particularly described and shown in Section 5.2 (d), 9.1, Exhibit "A"
and  Exhibit  "C."

     "ORE"  means Metals from the Property, that justifies either: (1) mining or
removing  from  the  property  during  the  term of this Agreement, shipping and
selling  the same, or delivering the same, to a processing plant for physical or
chemical  treatment;  (2)  treatment, including leaching, on the Property during
the  term  of  this  Agreement.

     "OPERATIONS" means the activities on or in relation to the Property carried
out  under  this  Agreement  including,  without  limitation,  Exploration,
Development,  Financing, Mining, and Acquisition of additional Properties in the
Area  of  Interest,  and  marketing  of  Metals.

     "OPERATOR"  means  WG  or  any  and  all "Affiliates," successor operators,
whether  during  the  Lease  Period  or  thereafter.

     "PARTY"  and  "PARTIES"  mean  the  Parties  to  this  Agreement,  MGE  and
Affiliates  and  WG  and  Affiliates.

     "PROGRAM"  means  a  description  in  reasonable  detail  of Operations and
Budgets  to be conducted and objectives to be accomplished by WG for a specified
time  period.

     "PROJECT"  means  the  conduct  of  work  relating  to the Property for the
purpose  of  Operations.

     "PROJECT  ACCOUNT"  shall  mean  fot  the  account of the Lincoln Hill Gold
Property  as  funded  by  WG  or  Affiliates  during  the  Lease  Period.

     "PROPERTY" or "PROPERTIES" means an Area of Mutual Interest and the Metals,
Metal  Interests  and  Metal  Products  in all lands within the Area of Interest
boundary  which  includes  MGE Claims, mill sites, tunnel rights, real property,
third  parties  claims,  fee lands, private lands, permits, concessions, leases,
right-ofways,  easements, water rights any and other property rights, titles and
interests  which  exists  or acquired while this Agreement is in affect and more
particularly  described  and  shown  in  Section  5.2  (d), 9.1, Exhibit "A" and
Exhibit  "C."

     "PROPERTY PAYMENTS" means all payments or expenditures required pursuant to
this  Agreement  and  all payments or expenditures required to maintain title to
the  Property or Metal Interest in the Property, including without limitation to
the  government.

     "PURCHASE  OPTION"  means MGE grants to WG the right and option to purchase
one (1%) percent of the two (2%) percent NSR Royalty within two (2) years of the
Effective  Date  from  MGE  for  One  Million Dollars ($1,000,000, the "Purchase
Price"),  $500,000  to  Mountain  Gold Exploration, Inc. and $500,000 to Lane A.
Griffin  and  more  particularly  described  in  Section  5.6.

     "ROYALTY"  means  the  non-executive, non-participating and non-working net
smelter  returns  production royalty of: 1. two percent Net Smelter Royalty ("2%
NSR")  payable  to  MGE (one (1%) percent to Mountain Gold Exploration, Inca and
one  (1%)  percent  to  Lane  Griffin  from  the MGE Claims); 2. one percent Net
Smelter  Royalty  ("1%  NSR")  payable  to  MGE  (one half (1/2% NSR) percent to
Mountain  Gold Exploration, Inc. and one half (1/2% NSR) percent to Lane Griffin
from  the  Lands  within the AOI and outside of the MGE Claims with Section 5.2,
5.5  and  Exhibit  "B."


                                        3
<PAGE>
     "TERMS"  means  the  payments,  production  royalty,  stock,  and all other
monetary  interests  outlined  in  accordance  with  Section  5.2.

     "TRANSFER"  means  sell,  grant,  assign,  encumber,  pledge, quit claim or
otherwise  commit  or  dispose  of.

     "WG" means Western Goldfields Corporation, a company incorporated under the
laws  of  Idaho,  and  its  Affiliates,  successors  and  assigns.

     "WORK COMMITMENT" means the commitment of WG to fund Exploration and Mining
Expenditures  as  set  forth  in  Section  5.2.

     "WORK  COMMITMENT  PERIOD" means the period beginning on the Effective Date
as  set  forth  in  Section  5.2.

     "WORK  EXPENDITURE NOTICE" shall mean the notice from an authorized officer
of  WG  stating  that  the  expenditures  required  under  Section 5.2 have been
completed.

                   SECTION II - REPRESENTATIONS AND WARRANTIES
                   -------------------------------------------

2.1  CAPACITY  OF  THE  PARTIES
     --------------------------

     Each  of  the Parties represents andwarrants to the best of their knowledge
as of the Effective Date and as of the date this Agreement is actually signed as
follows:

     a)   That  it is an individual or corporation duly incorporated and in good
          standing in its jurisdiction of incorporation and that it is qualified
          to  do  business  and is in good standing in those jurisdictions where
          necessary  in  order  to  carry  out  the  purposes of this Agreement;

     b)   That  it has the capacity to enter into and perform this Agreement and
          all  transactions contemplated herein and that all corporate and other
          actions  required  to  authorize  it  to  enter  into and perform this
          Agreement  have  been  properly  taken;

     c)   That  this Agreement has been duly executed and delivered by it and is
          valid  and  binding  upon  it  in  accordance  with  its  terms.

2.2  DISCLOSURES
     -----------

     Each  of the Parties represents and warrants to the best of their knowledge
and  as  of  the  Effective  Date  and as of the date this Agreement is actually
signed  that it is unaware of any material facts or circumstances which have not
been  disclosed  in this Agreement, which should be disclosed to any other Party
in  order to prevent the representations in this Agreement from being materially
misleading.

2.3  WG  REPRESENTATION  AND  WARRANTIES
     -----------------------------------

     a)   WG  and/or its Affiliates shall not commit any act or acts, which will
          encumber  or  cause  a  lien  to  be  placed  on  the  claims.

     b)   WG  and/or its Affiliates will at its sole cost and expense, remove or
          take  remedial  action with regards to any materials released by WG or
          its  Affiliates, contractors and agents into the environment at, on or
          near  the  Property  after  the  date  of this Agreement for which any
          removal  or  remedial  action  is  required  pursuant  to  any  law,
          regulations  or governmental action, whether enacted, made or declared
          in  force  before  or  after  the  date  of  this  Agreement.

     c)   WG  will  at all times retain any and all liabilities arising from the
          handling,  treatment,  storage,  transportation  or  disposal  of
          environmental or similar contaminants on or near the Property by WG or
          by  WG's  Affiliates.


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<PAGE>
2.4  MGE  REPRESENTATIONS
     --------------------

     MGE  represents  and  warrants  to  the  best  of their knowledge as of the
Effective  Date  and  as  of  the  date  this Agreement is actually signed that:

     a)   MGE  properly located, staked and recorded the MGE Claims as described
          in  Exhibit "A" and the MGE Claims are in good standing under the laws
          of  the  applicable  jurisdiction.

     b)   MGE  has paid all rentals, taxes, assessments, charges, fees and other
          levies  imposed  upon  or  required  with  respect  to the MGE Claims.

     c)   MGE  makes  no  representations or warranty, express or implied, as to
          the  accuracy,  reliability or completeness of any information or data
          made  available  to  WG  hereunder or to the fitness or suitability of
          such  information  or  data  for  any  purpose.

2.5  SURVIVAL OF REPRESENTATIONS
     ---------------------------

     The  above  representations are conditions on which the parties have relied
in  entering into this Agreement and each party will indemnify and hold harmless
from  all loss, damage, costs, actions and suits arising out of or in connection
with  any breach of any representation or warranty made by them and contained in
this  Agreement  (including,  without  limitations,  lawyer's  fees  and
disbursements).

                              SECTION III - PURPOSE
                              ---------------------

3.1  GENERAL
     -------

     This  Agreement is to set forth requirements of WG to maintain and exercise
the  Exploration and Mining Lease Agreement.  MGE and WG agree that all of their
rights  and  all of the Operations on or in connection with the Property, Assets
or  the  Area  of  Interest  shall be subject to and governed by this Agreement.

3.2  PURPOSES
     --------

     The  purpose  and scope of this Agreement is for WG to undertake Operations
with  a  view  to  initially  conducting  exploration  of  the Property, develop
potential  mineral showings and ultimately to delineate and mine one or more ore
deposits  containing  precious and/or base metals amenable to commercial mining.

                    SECTION IV - RELATIONSHIP OF THE PARTIES
                    ----------------------------------------

4.1  NO  PARTNERSHIP
     ---------------

     Nothing  contained  in  this Agreement shall be deemed to constitute either
Party  the  partner or the venturer of the other, or, except as otherwise herein
expressly provided, to constitute either Party the agent or legal representative
of the other, or to create any fiduciary relationship between them.  The Parties
do  not  intend  to create, and this Agreement shall not be construed to create,
any  mining,  commercial  or other partnership or joint venture.  Neither Party,
nor  any  of  its  directors,  officers,  employees,  agents  and  attorneys, or
Affiliates,  shall  act for or assume any obligation or responsibility on behalf
of  the other Party, except as otherwise expressly provided herein, and any such
action  or  assumption  by  a Party's directors, officers, employees, agents and
attorneys, or Affiliates shall be a breach by such Party of this Agreement.  The
rights,  duties, obligations and liabilities of the Parties shall be several and
not  joint  or  collective.  Each  Party  shall  be  responsible'  only  for its
obligations  as  herein  set  out  and shall be liable only for its share of the
costs  and  expenses  as  provided  herein,  and  it  is the express purpose and
intention  of the Parties that their ownership of Assets and the rights acquired
hereunder  shall  be  as  tenants  in  common.

4.2  OTHER  BUSINESS  OPPORTUNITIES
     ------------------------------

     Except  as  expressly provided in this Agreement, each Party shall have the
right  independently  to  engage  in  and  receive  full  benefits from business
activities,  whether  or not competitive with the Operations, without consulting
any  other  Party.  The  doctrines  of  "corporate  opportunity"  or  "business
opportunity"  shall  not be applied  to any


                                        5
<PAGE>
other  activity, venture, or operation of any Party, and no Party shall have any
obligation  to  any  other  Party with respect to any opportunity to acquire any
property  outside  the  Area  of  Interest  at  any  time.

4.3  TRANSFER  OR  TERMINATION  OF  RIGHTS
     -------------------------------------

     Except  as  otherwise  provided in this Agreement, neither MGE nor WG shall
transfer  all  or  any part of its interest in the Property, the Properties, the
Assets  or  this  Agreement  or  otherwise  permit  or  cause  such interests to
terminate  without  approval  by  written  consent  by  both  Parties.

4.4  IMPLIED  COVENANTS
     ------------------

     There are no implied covenants contained in this Agreement other than those
of  good  faith  and  fair  dealing.

                                SECTION V - TERMS
                                -----------------

5.1  EFFECTIVE  DATE  AND  LEASE  TIME  PERIOD  TERM
     -----------------------------------------------

     The  Effective  Date  of this Agreement shall be December 23, 2002.  Unless
sooner  terminated  as  provided in this Agreement, the term of this Exploration
and  Mining Lease Agreement shall be for a primary period of Ten (10) years from
the  effective  date and for so long thereafter as WG continues to make Advanced
Royalty Payments to MGE.  In no event, however, shall the term of this Agreement
exceed  fifty  (50)  years.

5.2  GENERAL  TERMS
     --------------

     General  Terms  of  this  Exploration  and  Mining  Lease  Agreement are as
follows:

     a)   Royalty:  The  Royalty  that WG shall pay to MGE, in accordance with
          -------
          Section  1  Definitions,  5.5  and  Exhibit  "B"  shall be as follows:

          1.   Two percent Net Smelter Royalty ("2% NSR") payable to MGE; (one
               (1%)  percent  to  Mountain  Gold  Exploration, Inc. and one (1%)
               percent  to  Lane  Griffin  from  the  MGE  Claims);
          2.   One percent Net Smelter Royalty ("1% NSR") payable to MGE; (one
               half  (1/2%  NSR)  percent to Mountain Gold Exploration, Inc. and
               one half (1/2% NSR) percent to Lane Griffin from the Lands within
               the  AOI  and  outside  of  the  MGE  Claims

     b)   Payments:  Advance  Royalty  Payment  schedule  beginning  of  the
          --------
          Effective  Date  due  to  MGE  while this Agreement is in force are as
          follows:

<TABLE>
<CAPTION>
<S>       <C>                                                                 <C>
          -    On Signing:  The Effective Date                                $  5,000
          -    Due on or before the 6th Month Anniversary                     $  6,650
          -    Due on or before the 1St year Anniversary                      $ 20,000
          -    Due on or before the 2nd year Anniversary                      $ 30,000
          -    Due on or before the 3rd year Anniversary                      $ 40,000
          -    Due on or before the 4th year Anniversary                      $ 50,000
          -    Due on or before the 5th year Anniversary and each thereafter  $100,000
</TABLE>

     c)   Stock  Bonus:  WG agrees  to  issue on signing the following amount of
          ------------
          WG  Shares  with  a  one year restricted trading data beginning on the
          Effective  Date (Beneficiary Date), December 23, 2002 and unrestricted
          on  December  22,  2003.

               WG shares to be issued on Signing:         75,000 shares total:
                         To Lane Griffin                  50,000 shares
                         To MGE                           25,000 shares

     d)   Exploration  Expenditures  -  Work  Commitment:  Minimum  yearly  work
          obligations  shall  be:

<TABLE>
<CAPTION>
<S>           <C>                                                                       <C>
          -   Prior to the 1st Anniversary date of this Agreement                       $ 10,000


                                        6
<PAGE>
          -   - Prior to the 2 d Anniversary date of this Agreement                     $ 20,000
          -   - Prior to the 3rd Anniversary date of this Agreement                     $ 30,000
          -   - Prior to the 4th Anniversary date of this Agreement                     $ 50,000
          -   - Prior to the 5th Anniversary date of this Agreement                     $ 75,000
          -   Prior to the 6th Anniversary date of this Agreement and each thereafter   $100,000
</TABLE>

          All  expenditures  would be cumulative and any excess spent in any one
          year  would  be  credited  towards  future exploration obligations. If
          there  is  any  deficiency in the required Exploration Expenditures in
          any  required  time  period,  WG  may pay 75% of such deficiency in US
          dollars  to  MGE  as  the fulfillment of WG's obligation. Such payment
          shall  be  paid  within  60  days  at  the  end  of the time period in
          question.  If  the Exploration Expenditures, Advanced Royalty Payments
          or  Royalty  Payment  are  not  completed  as  set  forth  above,  the
          Exploration  and  Mining Lease Agreement shall terminate automatically
          and  WG  shall have no further rights or interests in the Lincoln Hill
          Gold  Property,  and  the  parties shall have no further obligation to
          each  other.

     e)   Area  of  Interest  (AOI):  There  shall  be  an  Area  of  Interest
          -------------------------
          appurtenant  to  this  Agreement  which  shall be al Lands encompassed
          within  a one-mile distance from the MGE Claims as described and shown
          in Exhibit "A" and Exhibit "B." All Lands acquired by MGE or WG within
          the  Area  of Interest during the term of this Agreement shall be made
          apart  of  this  Agreement  and  the claims, lands, interests, leases,
          joint  ventures,  purchases  or otherwise, any and all interests or of
          the  like  in  the  Property shall be made apart of this Agreement and
          subject  to  the  one-mile  Area of Interest and shall include Royalty
          payment  of  one  percent (1%) NSR due to MGE; one half percent (1/2 %
          NSR)  to  Lane  A. Griffin and one half percent (1/2% NSR) to Mountain
          Gold  Exploration,  Inc.

     f)   New  Claims Acquired:  All  new  claims staked or acquired by WG shall
          --------------------
          be  located  and  recorded in the MGE's names, subject to the existing
          terms  of  this  Agreement, and all associated fees and costs shall be
          paid  in  full  by  WG  or  Affiliate's.

     g)   Annual  Claim  Fees  and other Payments:  WG  or  Affiliates shall pay
          ---------------------------------------
          all  Federal,  State  and County annual mining claim maintenance fees,
          rental  fees  and/or any and all taxes that constitute' all or part of
          the  Lincoln  Hill  Gold  Property.  WG  assumes  all underlying lease
          payments  and  agreements.

     h)   Construction  of  Protection  Fences:  WG  agrees  to construct within
          ------------------------------------
          the 1s` Anniversary of this Agreement all fencing securing any and all
          potential  unsafe  mine or trench openings or cuts on the Property. WG
          accepts  all responsibilities and liabilities for any and all possible
          injuries  to  third  parties  on  the  property.

5.3  OBLIGATIONS
     -----------

     WG  shall  be  obligated  during  this Agreement to conduct activities as a
prudent  operator  in  accordance  with  Section  6.1  and  6.2.

5.4  DEFAULT
     -------

     Subject  to  the  terms  of  Section  5,  if WG fails to perform any of the
obligations specified in this Agreement and in particularly Sections 5.2 and 5.3
required  to  maintain  this  Agreement  on the date called for such performance
hereunder,  MGE  may give a written notice (the "Default Notice") specifying the
due  date and the obligation not performed and if performance or payment in full
is  not  received  within thirty (30) days of the Default Notice, this Agreement
shall  expire  upon the expiration of five (5) days after the receipt by WG of a
termination  notice.  Upon  Termination,  WG  shall  have  no  rights, titles or
interests  of  any  and all kinds whatsoever in the Property, the Royalty or any
other rights.  Interests or Assets obtained or governed by this Agreement during
the  term  from  and  after that date, unless during such thirty (30) day notice
period  WG  cures  any  default  and  keeps this Agreement and the Lease in good
standing.


                                        7
<PAGE>
5.5  PRODUCTION  ROYALTY
     -------------------

     WG  shall  pay  to  MGE  the  Royalty  described in this Section, Section 1
(Definitions), Section 5.2 (a) and Exhibit "B" during the time which WG produces
any  Metals,  Metals  Products,  Ore or Metal Interests.  Payment of the Royalty
shall  be  determined and paid in accordance with the provisions of Exhibit "B."
The  Royalty  payable  by  WG  to MGE under this Agreement shall be based on the
payments  actually  received  by  WG  minus  those  deductions specified for Net
Smelter Returns in Exhibit "B" or, if WG retains title to gold or silver derived
from  Metals,  Metals  Products,  Metal  Interests or Ore, on the average fiscal
quarter  price  minus  those  deductions  specified  for  Net Smelter Returns in
Exhibit  "B."  The  Royalty  percentage  rate  shall  be  as  follows:

          1.   Two  percent  Net Smelter Royalty ("2% NSR") payable to MGE; (one
               (1%)  percent  to  Mountain  Gold  Exploration, Inc. and one (1%)
               percent  to  Lane  Griffin  from  the  MGE  Claims);
          2.   One  percent  Net Smelter Royalty ("1% NSR") payable to MGE; (one
               half  (1/2%  NSR)  percent to Mountain Gold Exploration, Inc. and
               one half (1/2% NSR) percent to Lane Griffin from the Lands within
               the  AOI  and  outside  of  the  MGE  Claims.

5.6  BUY DOWN OF ROYALTY OPTION
     --------------------------

     WG  shall  have  the option, within two (2) years of the Effective Date, to
purchase  one  (1%)  percent  of  the two (2%) percent NSR Royalty from MGE from
production on the MGE Claims for One million dollars ($1,000,000) (the "Purchase
Option"),  $500,000  to  Mountain Gold Exploration, Inc. and $500,000 to Lane A.
Griffin.  WG  shall  exercise  such  right  by delivering written notice to that
effect  to  MGE and setting a date, time, and place of closing, which date shall
be  no  sooner  than  10  days  and no later than 30 days after the date of said
notice.  At  the  closing,  WG  shall  pay MGE the Purchase Price, and MGE shall
execute,  acknowledge,  and deliver to WG a Purchase Deed conveying the one (1%)
percent  NSR  to  WG.

5.7  MINING  OF  GOLD  AND  MINERAL  SPECIMENS
     -----------------------------------------

     In  the  event  WG identifies unique gold or other mineral specimens during
mining,  it shall take reasonable measures to accommodate the collection of such
specimens  by  MGE  or its representatives, provided that such activity does not
delay,  or  otherwise  interfere with WG's exploration or mining operations.  WG
shall  determine,  in  its  sole discretion, whether and in what manner gold and
other  mineral  specimen  collection  activities  are  allowable, based upon its
exploration  and  mining  plans.  Within  30  days after MGE removes any gold or
other  mineral specimens from the Property, MGE shall deliver to WG, as payment,
such  specimens  amounting  to  50%  of  the  total  market value of the removed
specimens.  Any  specimen  removed  by MGE shall be valued based upon a mutually
accepted  method.  If  MGE  and  WG  are  unable to agree on a mutually accepted
valuation,  the  value  of such specimens shall be independently determined by a
committee  of  two  third-party  appraisers,  with MGE and WG each selecting one
appraiser.  WG  shall not be responsible for any Royalties on any gold specimens
collected  by  MGE  or  its representatives.  MGE shall be solely liable for any
royalty obligation arising under the Underlying Agreements or any state, federal
or  local  law,  relating  to  the  collection  of  gold specimens by MGE or its
representatives.

                         SECTION VI - DUTIES OF OPERATOR
                         -------------------------------

6.1  POWERS,  DUTIES  AND  OBLIGATIONS  OF  WG
     -----------------------------------------

     a)   WG  shall  keep  the  Assets  free  and  clear  of  all  liens  and
          encumbrances  and  mechanic's  or  material  men's  liens.

     b)   In  no event shall WG permit or allow  title  to the Assets to be lost
          as  the  result  of  the  nonpayment of any taxes, assessments or like
          charges;  and shall do all other acts reasonably necessary to maintain
          the  Assets.

     c)   WG  shall:  (i)  apply  for  all  necessary  permits,  licenses  and
          approvals; (ii) comply with all applicable laws and regulations; (iii)
          notify  promptly  MGE  of  any  allegations  of  substantial violation
          thereof;  and (iv) prepare and file all reports or notices required by
          WG.  WG  shall  not  be in breach of this provision if a violation has
          occurred in spite of the WG's good faith efforts to comply, and WG has
          timely  cured  or  disposed  of such violation through performance, or
          payment


                                        8
<PAGE>
          of  fines  and  penalties.  For  greater  certainty,  in  respect  of
          Subsections  6.1  (b) during the Lease Period, WG shall be responsible
          for  title,  property  and  permitting  issues.

     d)   WG  shall  prosecute  and  defend,  but  shall  not  initiate  without
          consent of MGE, all litigation or administrative proceedings arise out
          of  Operations.  MGE  shall  have  the  right  to  participate in such
          litigation or administrative proceedings. MGE shall approve in advance
          any  settlement  involving  payments,  commitments  or  obligations in
          excess  of  fifty  thousand  dollars  (US$50,000)  in  cash  or value.

     e)   WG shall maintain a General Liability Insurance  Policy  in the amount
          of  $1,000,000 for the benefit of the Property while this Agreement is
          in  affect.  WG shall deliver to MGE within 10 days of Notification, a
          copy of all insurance policies or Agreements that involve or influence
          MGE.

     f)   WG  shall  not:  (i)  dispose  of Assets or begin a liquidation of the
          Property;  or (ii) dispose of all or a substantial part of the Assets.

     g)   WG  shall  perform  or cause to be  performed  during the term of this
          Agreement all work necessary to comply with agreements, concessions or
          other  instruments constituting and governing the MGE Claims, Property
          and  Operations  and shall take measures necessary to maintain same in
          full  force  and  effect.

     h)   WG  shall  keep  and  maintain all required  accounting  and financial
          records  pursuant  to  the Accounting Procedure and in accordance with
          customary accounting practices in the mining industry and as necessary
          to  comply  with  local  law  and  accounting  requirements  of  the
          jurisdiction  of  the  Property.

     i)   At  the  request of MGE, WG shall keep MGE advised  of all  Operations
          by  submitting  in  writing  and in digital form to MGE: (i) quarterly
          progress  reports  which  include  statements  of  expenditures  and
          comparisons  of such expenditures to the adopted Budget; (ii) periodic
          summaries  of  data  acquired;  (iii)  copies  of  reports  concerning
          Operations;  (iv)  a detailed final report within forty-five (45) days
          after  completion  of  each Program and/or Budget, which shall include
          comparisons  between  actual and budgeted expenditures and comparisons
          between  the  objectives  and  results of Programs; and (v) such other
          reports  as  MGE  may  reasonably  request.

     j)   At  all  reasonable  times  WG  shall  provide  MGE access to, and the
          right  to  inspect,  remove  and  copy  any and all reports, documents
          correspondences,  financial  documents,  maps, drill logs, core tests,
          surveys,  assays, analyses, production reports, operations, technical,
          accounting and financial records, and other information acquired while
          this  Agreement  is  in  effect.

     k)   WG  shall  undertake  all  other  activities  reasonably  necessary to
          fulfil  the  foregoing.

     l)   If  WG  encounters  dumortierite  deposits  during  the conduct of its
          mining  operations  on  the  Property,  it  shall  stockpile  such
          dumortierite  for  the exclusive benefit of MGE. WG and MGE shall form
          a=committee,  consisting of four representatives, with MGE and WG each
          selecting two representatives, to make recommendations to WG regarding
          the  methods  used  in  the  mining  and handling of the dumortierite.
          However,  the  timing,  manner  and  location  of  the  removal  and
          stockpiling  of  dumortierite  shall  be  at WG's sole discretion. Any
          subsequent  processing  or handling of dumortierite by or on behalf of
          MGE  shall  be  done  at  MGE's  cost,  and  in a manner that does not
          interfere  with  WG's  exploration  or  mining  operations.

6.2  STANDARD  OF  CARE
     ------------------

     WG  shall  conduct  all  Operations  in  a  good, workmanlike and efficient
manner,  in accordance with sound mining and other applicable industry standards
and  practices, and in accordance with the terms and provisions of the Property,
the  Lincoln  Hill  Gold  Exploration  and  Mining  Lease  Agreement,  any Metal
Interest,  claims,  leases,  licenses,  permits,  contracts and other agreements
pertaining  to  the  Assets.  WG  shall  not  be  liable for any act or omission
resulting  in  damage  or loss except to the extent caused by or attributable to
WG's  negligence.  The  Operator  shall  timely  post any bonding requirement in
accordance  with  applicable  government  regulations  for  any


                                        9
<PAGE>
operation conducted for the Property. WG shall have the obligation to apply such
Standard  of  Care  at  all  time  during  the  Lease  Period.

6.3  ASSESSMENT  WORK
     ----------------

     (a)     If  required by applicable law, WG shall perform, to the extent not
already performed by MGE, annual labor or assessment work for the benefit of the
Property, pay any maintenance, rental, holding fee, or other payment required to
maintain  the MGE Claims for the assessment year beginning on September 1, 2003,
and  for  every  assessment year thereafter with respect to those MGE Claims for
which WG continues this Agreement beyond July 1st of that year.  In the event WG
gives  notice of termination to MGE pursuant to Section 13, on or before July 1,
WG  shall  have  no  obligation  to make any payment to maintain the subject MGE
Claims  that is or becomes due after the date such notice is given.  If any such
law permits the performance of assessment work or annual labor in lieu of making
all  or  a  portion of any such payment, WG shall determine whether to make such
payment,  perform  such work or labor,' or both.  If required by applicable law,
WG  shall pay any location fee or payment required to relocate any Claim that WG
determines,  pursuant  to  Section  8(b),  below,  should  be  relocated.

     (b)     For  each  assessment  year  in  which  WG performs annual labor or
assessment work or makes any such payment, it shall prepare, record, and file in
a  proper and timely manner such affidavits and other documents relating thereto
as  are  required  to  maintain  the  Claims  and  in  good  standing.

                       SECTION VII - AUDIT AND ACCOUNTING
                       ----------------------------------

7.1  AUDITS
     ------

     MGE  may  request  an  annual or quarterly audit.  Upon request made within
twenty-four  (24)  months  following the end of any calendar year, MGE may audit
the accounting and financial records for such calendar year (or other accounting
period).  All  written  exceptions  to  and  claims  upon  WG  for discrepancies
disclosed  by  such  audit  shall be made not more than twelve (12) months after
initiation of the audit.  Failure to make any such exception or claim within the
twelve  (12)  month period after initiation of the audit shall mean the audit is
correct  and  binding.  The  audit  shall be done at the expense of MGE unless a
discrepancy  of  at  least  ten  percent (10%) is disclosed by such audit in any
material  item  in  the financial statements.  If such a discrepancy of at least
ten  percent  (10%)  is  disclosed  the  specific  audit  costs  shall be to WG.

7.2  GENERAL  ACCOUNTING  RECORDS
     ----------------------------

     WG shall maintain detailed and comprehensive accounting records suitable to
establish  a detailed audit trail, in accordance with this Accounting Procedure,
including  general ledgers, supporting and subsidiary journals, invoices, checks
and  other  customary  documentation, sufficient to provide a record of revenues
and  expenditures  and periodic statements of financial position and the results
of  operations  for  managerial,  tax,  regulatory  or other financial reporting
purposes  for  MGE  and  the  Property.  Such  records shall be retained for the
duration  of  the  period  allowed  to  MGE for audit or the period necessary to
comply with tax or other regulatory requirements.  The records shall comply with
generally  accepted  accounting  principles  in the United States ("U.S. GAAP").
Furthermore, WG shall provide MGE and its auditors with reasonable access to its
books  and  records  for  purposes  of  complying  with  applicable  reporting
requirements  for  MGE  and  its  affiliates.

                    SECTION VIII - WITHDRAWAL AND TERMINATION
                    -----------------------------------------

8.1  TERMINATION BY EXPIRATION, DEFAULT OR AGREEMENT
     -----------------------------------------------

     This Agreement shall terminate as expressly provided herein, unless earlier
terminated  by  written  agreement  by  both  parties.

8.2  WITHDRAWAL
     ----------

     WG  may  terminate  and  withdraw  from the Property in accordance with the
provision  of  this  Agreement.  Upon  such  withdrawal,  this  Agreement  shall
terminate,  and  WG  shall give MGE the option to have transferred to MGE all of
its  rights,  titles,  interests  and Data of the Property and/or Assets without
cost,  free  and  clear  of  all  encumbrances arising by, through or under such
withdrawing  Party,  except  those  to which both Parties have agreed.


                                       10
<PAGE>
WG  shall  execute  and  deliver  all  instruments  as  may  be necessary in the
reasonable  judgement  of  MGE  to  affect  the transfer of its interests in the
Property  and/or  Assets  to  MGE.

8.3  CONTINUING  OBLIGATIONS  AND  ENVIRONMENTAL  LIABILITIES
     --------------------------------------------------------

     During  the term of this Agreement and after termination of the Property or
this  Agreement  under  Sections  8.1  and  8.2,  WG shall remain liable for its
liabilities  to  third  parties  (whether  such  arises  before  or  after  such
withdrawal),  including  environmental  liabilities  and  related  bonding
requirement.  WG's  liabilities  shall  include  environmental  damage  and
liabilities, which are caused by or as a result of work done on the Property.

8.4  DISPOSITION  OF  ASSETS  ON  TERMINATION
     ----------------------------------------

     Promptly  after  termination  under Sections 8.1 and 8.2, WG shall take all
action  necessary  to  wind  up  the  activities of the Property.  All costs and
expenses  incurred  in connection with the termination of this Agreement and any
business  related  to  this  Agreement  shall  be  expenses  chargeable  to  WG.

8.5  NON-COMPETE  COVENANTS
     ----------------------

     Neither  a  Party that withdraws or is deemed to have withdrawn pursuant to
Section  8.2,  nor  any  Affiliate of such a Party, shall directly or indirectly
acquire  any  interest or right to explore or mine, or both, on any property any
part  of  which  is  within  the Property while this Agreement in enforce.  If a
withdrawing  Party,  or  the  Affiliate  of  a  withdrawing Party, breaches this
Section, such Party shall be obligated to offer to convey to the non-withdrawing
Party,  without  cost,  any such property or interest so acquired (or ensure its
Affiliate  offers  to  convey  the  Property  or interest to the non-withdrawing
Party, if the acquiring Party is the withdrawing Party's Affiliate).  Such offer
shall  be made in writing and can be accepted by the nonwithdrawing Party at any
time  within  ten  (30) days after the offer is received by such non-withdrawing
Party.  Failure  of  a Party's Affiliate to comply with this Section, shall be a
breach  by  such  Party  of  this  Agreement.

8.6  RIGHT  TO  DATA  AFTER  TERMINATION
     -----------------------------------

     After  termination  of  the Property pursuant to Sections 8.1 and 8.2, each
Party  shall  be  entitled to make copies of all applicable information acquired
hereunder  before  the effective date of termination not previously furnished to
it,  but  a  terminating  or  withdrawal Party shall not be entitled to any such
copies  after  any  other  termination  or  withdrawal.

8.7  CONTINUED  AUTHORITY
     --------------------

     On  termination  of the Property under Sections 8.1 and 8.2, MGE (or WG) in
the  event  of a withdrawal by MGE) shall have the power and authority to do all
things  which are reasonably necessary or convenient to:  (a) wind up operations
and  (b)  complete  any  transaction  and  satisfy any obligation, unfinished or
unsatisfied,  at  the time of such termination or withdrawal, if the transaction
or  obligation arises out of operations prior to such termination or withdrawal.
MGE shall have the power and authority to grant or receive extensions of time or
change  the  method  of  payment of an already existing liability or obligation,
prosecute  and  defend  actions  on behalf of both Parties and the Property, and
take  any  other  reasonable  action.

                SECTION IX - ACQUISITIONS WITHIN AREA OF INTEREST
                -------------------------------------------------

9.1  ACQUISITION  WITHIN  AREA  OF  INTEREST
     ---------------------------------------

     There shall be an Area of Interest (AOI) consisting of one (1) miles beyond
the  boundary  of  the  MGE Claims as specified in Section 1 and Exhibit "A" and
shown  on  Exhibit  "C",  whereby  WG  or  its  Affiliates (the Acquiring Party)
acquiring  any  Interest,  including  without  limitation, any Metals, minerals,
surface  or water rights or Metal Interests, Metal Products, Ores within the AOI
shall  be required to include one hundred percent (100%) of such Interest in the
Lands to this Agreement, and made subject to this Agreement under the same terms
and conditions as the acquisition of such Metal Interest by the Acquiring Party.

     If  MGE  is  the  Acquiring  Party  of  such  Metal Interest in the Area of
Interest, such interest shall be required to offer one hundred percent (100%) to
WG  for  the  benefit  of  the  Property. If WG does not elect within sixty (60)


                                       11
<PAGE>
days  of  receiving a written notice from MGE to have the Metal Interest and the
area  or  Lands  recommended  to be included in the Property, MGE shall have the
exclusive  rights,  title  and interests to acquire all Interests to the area or
Lands  recommended  and  submitted  to  WG.

               SECTION X - ABANDONMENT AND SURRENDER OF PROPERTIES
               ---------------------------------------------------

10.1 SURRENDER  OR  ABANDONMENT  OF  PROPERTIES
     ------------------------------------------

     MGE  may  authorize WG to cause the surrender or abandonment of part or all
of the Properties.  If MGE authorizes any such surrender or abandonment, then WG
shall so notify MGE during this Agreement, and at MGE's sole, exclusive election
and  option,  WG  shall assign to MGE by the appropriate conveyance document and
without  cost,  of that Interest in the Property to be abandoned or surrendered,
and the abandoned or surrendered Property shall cease to be part of the Property
and  this Agreement, and WG shall remain obligated for liabilities arising prior
to  abandonment.

10.2 REACQUISITION
     -------------

     If  any  Lands  within  the Property are abandoned or surrendered under the
provisions  of  Section  10.1,  by  WG,  then  unless  this Agreement is earlier
terminated,  WG shall abandon all Interests to the Lands and Property-Properties
and WG agrees not acquire any Interests to the abandoned or surrendered Lands or
Property (s) for a period of two years following the date of such abandonment or
surrender.  If  WG reacquires any Property (s) in violation of this Section, the
MGE  may  elect  by  notice to the reacquiring Party within 45 days after it has
actual notice of such reacquisition, to have such properties made subject to the
terms  of this Agreement.  In the event such an election is made, the reacquired
properties  shall  thereafter  be  treated  as  the  Property,  and the costs of
reacquisition  shall  be  borne  solely  by  WG.

                        SECTION XI - TRANSFER OF INTEREST
                        ---------------------------------

11.1 GENERAL
     -------

     The transfer by a party to any Interest in the this Agreement, the Property
or  this  Agreement shall be subject to the non-transferring parties pre-emptive
right  in  accordance  with  this  Section.

11.2 LIMITATIONS  ON  FREE  TRANSFERABILITY
     --------------------------------------

     The Transfer right of WG or for MGE in Section 11.1 shall be subject to the
following  terms  and  conditions:

     a)   A  Party  wishing  to  transfer  an Interest shall promptly notify the
          other of its intentions, by written notice stating the price and other
          pertinent terms of the intended transfer and shall be accompanied by a
          copy  of  the  offer  or  contract  for  sale.

     b)   The  other Party shall have thirty (30) days from the date of delivery
          and  receipt  of  the notice to state whether it elects to acquire the
          offered  Interest  at  the  same  price  and  on  the  same  terms and
          conditions  as  set  forth  in  the  notice.

     c)   If  the  other  Party  so elects, the transfer shall be consummated as
          promptly  as  possible  after  the election notice is delivered to the
          transferring  Party.

     d)   If the non-transferring Party does not so elect to exercise its right,
          the transferring Party shall have one hundred and eighty (180) days to
          consummate  the  proposed transaction with the third party on terms no
          less  favourable  that  made  to  the  non-transferring  Party.

     e)   If  the transaction is not consummated within the said one hundred and
          eighty  (180)  days,  the  non-transferring  Party's pre-emptive right
          shall  be  revived.

     f)   Any  transfer  made  without  obtaining  the  non-transferring Party's
          waiver  of  such  right  or  compliance  with  the subsections of this
          Section  will  be  null  and  void.


                                       12
<PAGE>
     g)   No transferee of all or any part of the Interest of a Party shall have
          the  rights  of  that Party unless and until the transferee, as of the
          effective  date  of the Transfer, has committed in writing to be bound
          by  this  Agreement as if an original Party thereto to the same extent
          as  the  transferring  Party.

     h)   No  Transfer  permitted by this Section shall relieve the transferring
          Party  of its share of any liability, whether accruing before or after
          such  Transfer, which arises out of Operations conducted prior to such
          Transfer.

     i)   The  transferring  Party  and  the  transferee  shall  bear  all  tax
          consequences  of  the  Transfer.

     j)   In the event of a Transfer of less than all of a Party's Interest, the
          transferring Party and its transferee shall act and be treated as one,

     k)   If  the Transfer is the grant of a security interest by mortgage, deed
          of  trust,  pledge,  lien or other encumbrance of any interest in this
          Agreement,  any  Party's  Interest  or  the Assets to secure a loan or
          other  indebtedness  of  a  Party  in  a  bona  fide transaction, such
          security  interest shall be subordinate to the terms of this Agreement
          and  the  rights  and interests of the other Party hereunder. Upon any
          foreclosure  or  other  enforcement of rights in the security interest
          the  acquiring  third  party shall be subject to the pre-emptive right
          described in this Section and it shall comply with and be bound by the
          terms  and  conditions  of  this  Agreement.

     l)   No  transfer,  sale  or  disposition  shall  in  any  way  modify  the
          non-transferring  rights  in  the  Property.

                          SECTION XII - CONFIDENTIALITY
                          -----------------------------

12.1 GENERAL
     -------

     The  financial  terms  of  this  Agreement  and all information obtained in
connection  with  the  performance  of  this  Agreement  shall  be the exclusive
property  of  the  Parties and, except as provided in Section 12.2, shall not be
disclosed  to any third party or the public without the prior written consent of
the  other  Party,  which  consent  shall  not  be  unreasonably  withheld.

12.2 EXCEPTIONS
     ----------

     The consent required by Section 12.1 shall not apply to a disclosure:

     a)   To  an  Affiliate,  consultant, contractor or subcontractor that has a
          bona  fide need to be informed provided such person agrees to maintain
          the  confidentiality  of  such  information;

     b)   To  any  third  party  to  whom  the  disclosing  Party contemplates a
          Transfer  of  all or any part of its Interest in or to this Agreement,
          its  Participating  Interest, or the Assets provided such party agrees
          to  maintain  the  confidentiality  of  such  information;  or

     c)   To  a governmental agency or to the public, which the disclosing Party
          believes  in  good faith is required by pertinent law or regulation or
          the rules of any stock exchange provided that the pertinent disclosure
          is  given  to  the  other  party  and  no objection is received within
          twenty-four  (24)  hours.

12.3 DRAFT  FOR  COMMENT
     -------------------

     In  the  event that either WG or MGE wishes or is required to issue a press
release  or public statement, it will first provide the other Party with a draft
copy for review and comment.  In the event that the other Party fails to comment
on  the  release  within  twenty-four (24) hours of its receipt, or such earlier
deadline  as may be necessary to permit the Party issuing the release to satisfy
all regulatory requirements, they will be deemed to have approved of the release
in  its  entirety.


                                       13
<PAGE>
12.4 NOTICE  REQUIRED,
     -----------------

     In any case to which Section 12.3 is applicable, the disclosing Party shall
give  notice to the other Party concurrently with the making of such disclosure.
As  to  any  disclosure  pursuant  to  Section  12.2  (a)  and  (b),  only  such
confidential  information  as such third party; shall have a legitimate business
need  to  know  shall  be  disclosed-  and such third party shall first agree in
writing  to  protect the confidential information from further disclosure to the
same  extent  as  the  Parties  are  obligated  under  this  Section.

12.5 DURATION  OF  CONFIDENTIALITY
     -----------------------------

     The  provisions  of  this  Section  shall  apply  during  the  term of this
Agreement  and for two years following termination of this Agreement pursuant to
Section  8.1,  and  shall  continue  to  apply  to  any  Party who Transfers its
Participating Interest, for two (2) years following the date of such occurrence.

                            SECTION XIII - GUARANTEE
                            ------------------------

13.1 MGE  GUARANTEE  OF  ITS  AFFILIATES
     -----------------------------------

     MGE hereby guarantees the performance by its Affiliates of their respective
obligations  under  this  Agreement.

13.2 WG  GUARANTEE  OF  ITS  AFFILIATES
     ----------------------------------

     WG  hereby guarantees the performance by its Affiliates of their respective
obligations  under  this  Agreement.

                        SECTION XIV - GENERAL PROVISIONS
                        --------------------------------

14.1 NOTICES  AND  PAYMENT
     ---------------------

     All  notices, payments and other required communications ("Notices") to the
Parties  shall  be  in  writing, and shall be addressed respectively as follows:

     MGE's Authorized Representative:        Thomas E. Callicrate
     -------------------------------

     P.O. Box 21146                          Telephone No:  775-849-1985

     Reno, Nevada 89515                      Facsimile No:  775-849-1985

     WG's Authorized Representative:         Thomas K. Mancuso
     ------------------------------

     7000 Independence, Suite 160 #135       Telephone No:  972-208-0696

     Plano, Texas 75025                      Facsimile No:  972-208-2155

     All  Notices  shall be given (i) by personal delivery to the Party, or (ii)
by electronic communication, with a confirmation sent by registered or certified
mail  return  receipt requested, or (iii) by registered or certified mail return
receipt requested.  All Notices shall be effective and shall be deemed delivered
(i)  if  by personal delivery on the date of delivery if delivered during normal
business  hours, and, if not delivered during normal business hours, on the next
business day following delivery, (ii) if by electronic communication on the next
business  day  following  receipt  of the electronic communication, and (iii) if
solely  by  mail on the next business day after actual receipt.  A Party to this
Agreement may change its address by Notice to the other Party to this Agreement.
Any  payment  called  for  shall be made at the place designated in this Section
14.1.  Any  payment  shall  be made in U.S. clearinghouse funds, or as otherwise
permitted  by  the  receiving  Party.

     Notification  or  changes of authorized representatives for WG or MGE shall
be provided in writing, in advance, in accordance with Section 14.1.


                                       14
<PAGE>
14.2 BINDING  EFFECT
     ---------------

     WG  and MGE agree to be bound by this Agreement from the Effective Date and
that  this Agreement shall replace any prior understandings or agreements.  Each
Party  agrees  to  bear  its  own  costs  for the negotiation of this Agreement.

14.3 WAIVER
     ------

     The failure of a Party to insist on the strict performance of any provision
of this Agreement or to exercise any right, power or remedy upon a breach hereof
shall  not  constitute  a waiver of any provision of this Agreement or limit the
Party's  right  thereafter  to  enforce  any  provision  or  exercise any right.

14.4 MODIFICATION
     ------------

     No modification of this Agreement shall be valid unless made in writing and
duly  executed  by  the  Parties.

14.5 FORCE MAJEURE
     -------------

     Except  for  the  obligation  to  make  payments  when  due  hereunder, the
obligations  of a Party shall be suspended to the extent and for the period that
performance  is  prevented  by  any cause, whether foreseeable or unforeseeable,
beyond  its  reasonable  control, including, without limitation, labour disputes
(however  arising  and  whether or not employee demands are reasonable or within
the power of the Party to grant); acts of God; Laws, instructions or requests of
any government entity; judgements or orders of any court; inability to obtain on
reasonably  accepted  terms  any  public  or  private  license,  permit or other
authorization;  curtailment  or  suspension  of activities to remedy or avoid an
actual  or  alleged,  present  or  prospective  violation of environmental laws;
action or inaction by any federal, state or local agency that delays or prevents
the  issuance  or  granting of any approval or authorization required to conduct
operations  beyond the reasonable expectations of the Party seeking the approval
or  authorization;  acts  of war or conditions arising out of or attributable to
war,  whether  declared  or  undeclared;  riot,  civil  strife,  insurrection or
rebellion;  fire,  explosion, earthquake, storm, flood, drought or other adverse
weather  condition;  delay or failure by suppliers or transporters of materials,
parts,  supplies,  services  or  equipment or by contractors' or subcontractors'
shortage  of,  or  inability  to  obtain,  labour,  transportation,  materials,
machinery,  equipment,  supplies, utilities or services; accidents; breakdown of
equipment,  machinery  or  facilities;  actions  by  native  rights  groups,
environmental  groups,  or  other  similar special interest groups; or any other
cause  whether similar or dissimilar to the foregoing.  The affected Party shall
promptly  give  notice  to  the  other  Party  of the suspension of performance,
stating  therein  the  nature  of the suspension, the reasons therefore, and the
expected  duration thereof.  The affected Party shall resume performance as soon
as reasonably possible.  During the period of suspension the obligations of both
Parties to advance funds shall be reduced to levels consistent with then current
Operations.

14.6 GOVERNING LAW
     -------------

     It is mutually understood and agreed that the rights and obligations of the
parties under or related to this Agreement shall' be governed in accordance with
and  by  the  laws  of  the  State  of Nevada (without regards to choice of laws
provisions),  both  as to interpretation and performance, and that any action at
law, suit in equity or judicial proceeding for the enforcement of this Agreement
or any provision thereof shall be instituted only in the courts of Washoe County
in  the  State  of  Nevada  and  maintained  only  in  any  court  of  competent
jurisdiction  in  Washoe  County  to  the State of Nevada.  In the event suit or
action is filed by any party to enforce this Agreement or respect to a breach of
this  Agreement,  the prevailing party shall be entitled to recover, in addition
to  all other costs, damages and rewards, its reasonable attorney fees at trial,
upon  any  appeal  and  petition  for  review.

14.7 ARBITRATION
     -----------

     An  arbitration  procedure for the interpretation of this Agreement and any
dispute  arising  between  the  Parties  will  be  implemented under arbitration
proceedings  all  parties  agreed  in  advance.  It  is  expressly  agreed  and
acknowledged  that  WG  and  MGE  will  cause  their  subsidiaries  and  their
representatives involved in the Property, whether directly or indirectly, to act
in  accordance  with  any  arbitration  result  and  to  cause  them to take all
reasonable  steps  to  confirm  or  carry  out  any  ruling or order made in the
arbitration  proceedings  or  as  a  result  of  any  arbitration proceedings or
results.


                                       15
<PAGE>
14.8 FURTHER ASSURANCES
     ------------------

     Each of the Parties to take from time to time such actions and execute such
additional instruments as may be reasonably necessary or convenient to implement
and  carry  out  the  intent  and  purpose  of  this  Agreement.

14.9 SURVIVAL OF TERMS AND CONDITIONS
     --------------------------------

     The  following  Sections shall survive the termination of this Agreement to
the  full extent necessary for their enforcement and the protection of the Party
in whose favor they run: Sections 2.2, 5.4, 8.2, 8.3, 12.3 and 12.5.

14.10 ENTIRE AGREEMENT, SUCCESSORS AND ASSIGNS
      ----------------------------------------

     This  Agreement  contains  the  entire  understanding  of  the  Parties and
supersedes  all prior agreements and understandings between the Parties relating
to the subject matter hereof.  This Agreement shall be binding upon and inure to
the  benefit  of the respective successors and permitted assigns of the Parties.
In  the  event  of  any conflict between this Agreement and any Exhibit attached
hereto,  the  terms  of  this  Agreement  shall  be  controlling.

14.11 COUNTERPARTS
      ------------

     This  Agreement  may be executed in two or more counterparts, each of which
shall  be  deemed  to  be  an  original  and  all  of which taken together shall
constitute  one  and  the  same  instrument.

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

MOUNTAIN GOLD EXPLORATION, INC. AND LANE A. GRIFFIN

By:     /s/Thomas E. Callicrate
   --------------------------------------------
        Thomas E. Callicrate, MGE's Authorized Representative


and

WESTERN GOLDFIELDS, INC.

By:     /s/Thomas  K.  Mancuso
   --------------------------------------------
        Thomas K. Mancuso, President


                                       16
<PAGE>