EXHIBIT 10.37
                               SERVICES AGREEMENT

         THIS  SERVICES  AGREEMENT  (the  "Agreement")  is made and entered into
effective as of the 1st day of March, 1997 by and between Shoshone Mining Co., a
Delaware  corporation  ("Shoshone"),  and  Desert  Minerals,  Inc.,  a  Delaware
corporation ("DMI").

RECITALS:

         WHEREAS, Shoshone controls certain tracts of land (the "Tracts"); and

         WHEREAS,  the sands  located  on the  Tracts  are  believed  to contain
precious minerals, and Shoshone is interesting in confirming whether or not such
sands contain precious minerals and if so, whether or not such precious minerals
can be extracted from such sands; and

         WHEREAS,  DMI  has  rights  to  a  certain  proprietary,   low-toxicity
microfine precious metals extraction technology (the "Technology") and a "pilot"
plant  capable  of  utilizing  the  Technology  (the  "Pilot  Plant"),  and  the
Technology  and the Pilot  Plant are  believed to be capable of  separating  any
precious minerals  contained in the sands mined from the Tracts from such sands;
and

         WHEREAS, both the Technology and the Pilot Plant are in a developmental
stage,  and both the  Technology  and the Pilot  Plant will  require  additional
financing and will involve additional costs and expenses; and

         WHEREAS,  if the  Technology  and  the  Pilot  Plant  are  successfully
developed,  DMI  intends  to  construct  a much  larger  plant for  commercially
exploiting the Technology (the "Definitive Plant"); and

         WHEREAS, Shoshone desires to engage DMI to utilize the Technology
and the Pilot


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Plant in an effort to confirm whether or not precious minerals  contained in the
sands  located on the Tracts can be  separated  from such  sands,  and  Shoshone
desires to engage DMI to utilize  the  Technology  and the  Definitive  Plant to
commercially exploit the precious minerals contained in the sands located on the
Tracts,  if precious minerals are confirmed to be contained in the sands located
on the Tracts, the Technology and the Pilot Plant are successfully developed and
are capable of extracting  precious  metals from such sands,  and the Definitive
Plant is constructed; and

         WHEREAS,  Shoshone  is willing  to provide a portion of the  additional
financing and to bear a portion of the costs and expenses in connection with the
development of the Technology and the Pilot Plant; and

         WHEREAS,  DMI is  willing  to be engaged  by  Shoshone  to utilize  the
Technology  and the  Pilot  Plant in an  effort to  confirm  whether  or not any
precious  mineral  contained in the sands located on the Tracts can be extracted
from such  sands,  and DMI is willing to be engaged by  Shoshone  to utilize the
Technology  and the  Definitive  Plant  to  commercially  exploit  the  precious
minerals  contained in the sands  located on the Tracts,  if Shoshone so desires
and once the Technology and the Pilot Plant are  successfully  developed and are
proven capable of extracting precious metals from such sands, and the Definitive
Plant is constructed; and

         WHEREAS, Shoshone and DMI are willing to undertake all of the foregoing
upon the terms, provisions and conditions set forth hereinafter;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  hereinafter set forth and for other good and valuable  consideration,
the receipt,  adequacy and  sufficiency  of which are hereby  acknowledged,  the
parties hereto agree as follows:

                                   AGREEMENTS:

         l.  Engagement.   Subject  to  the  terms,  provisions  and  conditions
hereinafter  stated,  Shoshone  hereby engages DMI to utilize the Technology and
the Pilot  Plant in an effort to  confirm  whether or not any  precious  mineral
contained in the sands  located on the Tracts can be extracted  from such sands,
and DMI hereby  accepts  such  engagement.  The  preceding  engagement  shall be
subject to the following terms and  conditions,  in addition to all other terms,
provisions and conditions set forth herein:

(a) In DMI's efforts to confirm whether or not any precious mineral contained in
the sands located on the Tracts can be extracted  from such sands,  DMI shall be
obligated to process such sand at the Pilot Plant but only in such quantities as
are reasonable in view of the capacity of the Pilot Plant and DMI's  obligations
to its other customers and other persons with whom it has  contracted.  (b) Upon
receipt at the Pilot Plant from  Shoshone of a quantity of sand  complying  with
the restriction set forth above,  DMI shall proceed as promptly as is reasonably
possible to process such sand using the Technology to confirm whether or not any
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precious  mineral  contained  in the sands  located on the Tracts can be
extracted from such sands. In this connection, as soon as is reasonably possible
after such sand is received at the Pilot Plant,  DMI shall inform Shoshone as to
date by which the related processing is expected to be completed. If at any time
DMI  realizes  that it will not be able to complete the  processing  by the date
previously indicated to Shoshone, DMI shall immediately notify Shoshone, and DMI
and Shoshone shall reasonably  discuss the possibility of extending the date for
completion  if  legitimate  reasons for the delay  exist.  (c) As promptly as is
reasonably  possible after the completion of the processing of any sand pursuant
to this  Agreement,  DMI  shall  deliver  its  report as to  whether  or not any
precious  mineral  contained in the sands located on the Tracts can be extracted
from  such  sands.  Such  report  shall  be in such  form  and  containing  such
information as Shoshone shall reasonably request.  Shoshone shall have the right
for 10 days to review the report and  communicate to DMI its tentative  comments
on any matter in which it regards the report or the  processing  to be deficient
in its reasonable  discretion.  DMI and Shoshone shall then reasonably cooperate
with each  other in an effort to cure any such  deficiencies  and to modify  the
report or the processing.  Notwithstanding the preceding,  DMI shall endeavor to
cure any matter in which  Shoshone  believes the initial report or processing to
be deficient within a reasonable  period of time after Shoshone has communicated
to DMI such  deficiencies.  Once DMI believes  that the  deficiencies  have been
cure, it shall notify Shoshone to such effect, and Shoshone shall have the right
to  review  the  modified  report  and  processing.  If the  modified  report or
processing is still deficient to Shoshone in its reasonable discretion, Shoshone
shall  have the  right to notify  DMI as to the  remaining  deficiencies  and to
permit  DMI  the  opportunity  to  cure  such  deficiencies  to  the  reasonable
satisfaction of Shoshone  within a reasonable  period of time. This procedure of
notice,  review,  report of  deficiencies  and attempt to cure shall be followed
until an acceptable report or processing or both are finalized. If either DMI or
Shoshone  believes  that they will be unable to agree upon the final  report and
processing, then either DMI or Shoshone shall be entitled to submit the issue to
arbitration in accordance with Section 18 hereof.
         2. Non-Exclusivity.  Shoshone hereby recognizes that during the term of
this  Agreement,  DMI will be engaged by persons other than Shoshone in much the
same capacity in which Shoshone is engaging DMI hereunder. Furthermore, Shoshone
hereby  consents to DMI's  engagement  by all such other  persons,  and Shoshone
hereby recognizes that DMI's engagement hereunder is not exclusive.



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         3 Standard  of  Performance.  In  providing  services  pursuant to this
Agreement,  DMI shall use  reasonable  and its best  efforts,  shall render such
services  in a competent  manner of the  highest  caliber,  and  cooperate  with
Shoshone and to take all  suggestions of Shoshone under serious  considerations.
However,  Shoshone hereby  acknowledges  that the Technology and the Pilot Plant
are new and unproven. Accordingly,  Shoshone hereby acknowledges that DMI is not
making  any  representation,  warranty  or  guarantee  as to the  results of the
Technology and the Pilot Plant or any other matter relating to this Agreement.
         4.  Payment  for  Services.  In  consideration  of the  services  to be
provided by DMI to Shoshone hereunder, Shoshone agrees to pay to DMI a fee equal
to the  sum of (a) all  direct  costs  incurred  by DMI  during  the  course  of
processing  Shoshone's sands (without any allocation for any overhead  amounts),
plus (b) 10% of the amount of (a)  immediately  preceding.  All fees that become
due to DMI pursuant to this Agreement for any services  rendered by DMI shall be
due and  payable  to DMI within 30 days  after the final  report of the  related
services  is approved  and  accepted  by  Shoshone  pursuant to the above,  such
approval and acceptance being deemed given and made for purposes of this Section
4 only on the 10th day  after the  initial  report of the  related  services  is
delivered unless Shoshone has communicated to DMI its deficiency comments on any
tentative results prior to such 10th day, in which case only actual approval and
acceptance shall commence the aforementioned 30-day period.  Moreover,  Shoshone
may, at DMI's discretion, pay for the fee provided for by this Section 4 through
the payment of costs,  expenses or capital expenditures  incurred by DMI, and if
Shoshone  pays any fee through  this method,  the fee owed by Shoshone  shall be
credited with the amount of the DMI costs, expenses or capital expenditures paid
by Shoshone.

          5. Term. The term of this Agreement  shall begin on the effective date
hereof and shall  continue  for two years  thereafter  unless this  Agreement is
terminated earlier in accordance with the provisions of Section 6 below.

6. Termination Upon Certain Events. (a) Notwithstanding  anything else contained
herein,  Shoshone may  terminate  this  Agreement and be relieved of any further
liability  hereunder (except for obligations  provided for in Section 4(a) above
concerning accrued but unpaid fees and the obligations provided for in Section 7
below)  at any time  after  notice  is  given to DMI  after  and  regarding  the
following  events:  (i) DMI's  failure to provide  the  services  required of it
hereunder up to the standards set forth in Section 3 hereof, provided,  however,
that DMI has  failed  to cure such  failure  within  30 days  after  the  notice
required  by this  Section  6(a) has been given;  or (ii) DMI's  other  material
breach of this Agreement,  provided,  however,  that DMI has failed to cure such
breach  within 30 days after the notice  required by this  Section 6(a) has been
given. (b)  Notwithstanding  anything else contained  herein,  DMI may terminate
this  Agreement  and be  relieved  of any further  liability  hereunder  (except
obligations  provided  for in  Sections 7 and 8 below) at any time after 
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notice is given to  Shoshone  after and  regarding  the  following  events:  (i)
Shoshone's failure to pay amounts that become due under Section 4(a),  provided,
however,  that Shoshone has failed to cure such failure within 30 days after the
notice required by this Section 6(b) has been given;  or (ii)  Shoshone's  other
material breach of this Agreement,  provided,  however, that Shoshone has failed
to cure such breach  within 30 days after the notice  required  by this  Section
6(b) has been given. (c) Notwithstanding  anything else contained herein, either
party may  immediately  terminate  this Agreement and be relieved of any further
liability  hereunder (except for obligations  provided for in Section 4(a) above
concerning accrued but unpaid fees and the obligations  provided for in Sections
7 and 8 below) at any time after  notice is given to the other  party  after the
other  party's  dissolution,   insolvency,  filing  of  a  voluntary  bankruptcy
petition,  filing against it an involuntary bankruptcy petition,  rendering of a
material  judgment  against  it,  assignment  for the benefit of  creditors,  or
admission  in writing of its  inability to pay its debts as they become due. (d)
This Agreement shall automatically  terminate upon the execution and delivery of
an agreement pertaining to the Definitive Plant by DMI and Shoshone.
         7.       Confidentiality.

         Each party  hereto (the  "Recipient"  for  purposes of this  Section 7)
hereby  recognizes and acknowledges  that it will receive  information  from, or
will  develop  information  on the  behalf  of,  the  other  party  hereto  (the
"Disclosing  Party" for purposes of this Section 7) pertaining to the Disclosing
Party and its business or its properties that is confidential  and  proprietary.
All such information is referred to hereinafter as the "Information". Each party
as  the  Recipient  hereby  agrees  to  maintain  on a  confidential  basis  all
Information,  and each party as the  Recipient  hereby  agrees that it will not,
without the prior express  written  consent of the other party as the Disclosing
Party,  use for its or anyone else's benefit or disclose to any other person any
Information,  except in connection with such  Recipient's work on behalf of such
Disclosing  Party.  Each party as the  Recipient  hereby  acknowledges  that, as
between  the  other  party as the  Disclosing  Party  and such  Recipient,  such
Disclosing  Party has the complete,  sole and full right,  title and interest in
and to the  Information,  and that such  Recipient  has no rights,  expressed or
implied,  with respect to the foregoing other than those expressly  provided for
to the  contrary  in a writing  signed by both  such  Disclosing  Party and such
Recipient.  Each party as the Recipient further agrees that it will, immediately
upon the  request of the other  party as the  Disclosing  Party,  return to such
Disclosing  Party  all  written  Information  and all  writings  regarding  oral
Information  whether such  writings  were  authorized  or not. Each party as the
Recipient hereby agrees that the  confidentiality  agreement provided for hereby
shall last with respect to any Information for ten years after such  Information
is


<PAGE>

disclosed  by the  other  party as the  Disclosing  Party to such  Recipient  or
developed by such Recipient on behalf of such Disclosing  Party, as the case may
be.

         8.  Property of  Shoshone.  DMI  acknowledges  that the  services to be
provided  by  it  pursuant  to  this  Agreement  are  on  a  "for  hire"  basis.
Accordingly,  DMI acknowledges that all right, title,  interest and ownership in
and to all  tangible  or  intangible  property  created by DMI  pursuant to this
Agreement shall vest in Shoshone, and DMI hereby assigns and conveys to Shoshone
all  right,  title,  interest  and  ownership  in and to all  such  tangible  or
intangible  property.  DMI agrees to take such  further  action as Shoshone  may
reasonably  request  with  regard to the  perfection  of its  ownership  in such
tangible or intangible property.  DMI agrees that, upon the termination of DMI's
engagement  with  Shoshone,  DMI shall  immediately  surrender  to Shoshone  all
property,  equipment,  funds,  lists,  books,  records,  and other  materials of
Shoshone or any affiliate thereof in the possession of or provided to DMI.
         9. Definitive  Plant. In the event that the Technology meets Shoshone's
expectations,  Shoshone  and DMI each agree to negotiate in good faith the form,
terms,  provisions and  conditions of an agreement  pertaining to the Definitive
Plant with a view to the execution and delivery of the same.

         10. Law Governing. THIS AGREEMENT HAS BEEN ENTERED INTO IN THE STATE OF
TEXAS AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE
STATE OF TEXAS.

         11.  Notices.  Any notice or request herein required or permitted to be
given to any party  hereunder  shall be given in writing and shall be personally
delivered  or sent to such party by prepaid  mail at the address set forth below
the  signature of such party  hereto or at such other  address as such party may
designate by written  communication  to the other party to this Agreement.  Each
notice  given in  accordance  with this  paragraph  shall be deemed to have been
given, if personally delivered, on the date personally delivered, or, if mailed,
on the third day following the day on which it is deposited in the United States
mail,  certified or registered  mail,  return  receipt  requested,  with postage
prepaid.

         12.  Headings.  The headings of the  paragraphs of this  Agreement have
been inserted for  convenience of reference only and shall in no way restrict or
modify any of the terms or provisions hereof.

         13.  Severability.  If any  provision  of this  Agreement is held to be
illegal, invalid, or unenforceable under present or future laws effective during
the term hereof,  such  provision  shall be fully  severable and this  Agreement
shall be construed  and enforced as if such  illegal,  invalid or  unenforceable
provision  had  never  comprised  a part of  this  Agreement  and the  remaining
provisions of this Agreement shall remain in full force and effect and shall not
be  affected  by the  illegal,  invalid  or  unenforceable  provision  or by its
severance from this Agreement.  Furthermore, in lieu of such illegal, invalid or
unenforceable  provision,  there shall be added  automatically as a part of this
Agreement  a  provision  as  similar  in  terms  to such  illegal,  invalid,  or
unenforceable provision as may be possible and be legal, valid, and enforceable.

         14. Entire Agreement.  This Agreement embodies the entire agreement and
understanding  between the parties  hereto  with  respect to the subject  matter
hereof and


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supersede all prior  agreements  and  understandings,  whether  written or oral,
relating to the subject matter hereof.

         15.  Binding  Effect.  This  Agreement  shall be binding upon and shall
inure to the benefit of each party hereto and its  successors  and assigns,  but
neither this  Agreement  nor any rights  hereunder  may be assigned by any party
hereto without the consent in writing of the other party.

         16. Remedies.  No remedy conferred by any of the specific provisions of
this  Agreement is intended to be exclusive  of any other  remedy,  and each and
every remedy shall be cumulative  and shall be in addition to every other remedy
given  hereunder or now or hereafter  existing at law or in equity or by statute
or otherwise. The election of any one or more remedies by any party hereto shall
not constitute a waiver of the right to pursue other available remedies.

         17.   Independent   Contractor.   DMI  and  Shoshone  are   independent
contracting  parties,  and nothing in this Agreement shall make either party the
agent or legal representative of the other for any purpose whatsoever,  nor does
it grant either party any  authority to assume or to create any  obligations  on
behalf of or in the name of the other.

         18.  Arbitration.  All disputes  arising out of this Agreement shall be
submitted by either party hereto to  arbitration  in Houston,  Texas pursuant to
the rules of the American Arbitration Association,  Commercial Division, as such
party's sole remedy in this regard.

         IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of
the first date written above.

"SHOSHONE""

SHOSHONE MINING CO.

BY:_________________________________


NAME:_______________________________


TITLE:______________________________


ADDRESS:____________________________

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

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"DMI"

DESERT MINERALS, INC.


BY:_________________________________


NAME:_______________________________


TITLE:______________________________


ADDRESS:____________________________

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