EXHIBIT 10.49
                    EXPLORATION AGREEMENT AND OPTION TO LEASE


         This   Agreement   is  made  and   effective  as  of  the  ___  day  of
_______________,  19__,  by and between  CHARLES  JACKSON,  MARIE  UNRUH,  JAMES
HOPKINS,  SR., TRACY HOPKINS, RICK JACKSON, MARA JACKSON, PAUL JACKSON and JARED
JACKSON  (hereinafter  referred to as  "LICENSOR")  and  SHOSHONE  MINING CO., a
Delaware corporation, (hereinafter referred to as "LICENSEE"), agree as follows:

39.      Description of Property/Grant of Exploration Rights.
         LICENSOR is the owner of all or part of the  unpatented  placer  mining
claims described in EXHIBIT "A" attached hereto. LICENSOR grants to LICENSEE the
exclusive  right to explore  LICENSOR's  ownership  interest in the property set
forth in EXHIBIT  "A"  (LICENSOR's  interest is  hereinafter  referred to as the
"PREMISES").
         40.      Term.
         The term of this Agreement shall be five (5) years,  unless  terminated
earlier or extended.  LICENSEE shall have the right to extend for two additional
five (5) year terms upon the payment of Five Hundred Dollars  ($500.00) for each
such extension.
         41.      Consideration.
         In consideration  for the granting of the exploration  rights set forth
herein,  LICENSEE agrees to pay to LICENSOR each year in which this Agreement is
in effect on or before the anniversary date, the sum of Five


                                                             27

<PAGE>
DESERT MINERALS, INC./CHARLES JACKSON, et al.

Hundred Dollars ($500.00). Upon execution of this Agreement,  LICENSEE shall pay
the sum of One Thousand Dollars  ($1,000.00)  which shall be full  consideration
for the first and second year's  payments.  LICENSORS  authorize Rick Jackson to
receive such payments for them, for their benefit, as follows:
                  Rick Jackson
                  P.O. Box 874
                  Jacksonville, OR 97530

         42.      Conduct of Operations.
         During the term of this  Agreement,  LICENSEE shall have possession of,
and free and  unrestricted  access to, the  PREMISES and shall have the right to
explore,  investigate,  measure, sample (including bulk sample),  examine, test,
work, use, manage,  control and develop the PREMISES.  LICENSOR shall receive an
accounting  and  production  royalty,  pursuant to the terms of the Mining Lease
attached hereto as EXHIBIT "B", for all ores, minerals and concentrates  removed
and  sold  from the  PREMISES.  LICENSEE  may  trench  or drill  any part of the
PREMISES,  may rehabilitate existing mine workings,  construct new workings, and
may erect,  construct,  use, and maintain on the PREMISES  such roads,  building
structures,  equipment  and  machinery  as in its  sole  discretion  it may deem
necessary to its operations.
         43.      Notice.
         Any notices  required or  permitted to be given to LICENSOR or LICENSEE
hereunder  shall be given in the manner  provided  herein and be  considered  as
delivered  and received when the same are delivered in person or received by the
addressee following deposit in the United States mail by registered mail, return
receipt  requested,  with postage prepaid.  All notices given hereunder shall be
addressed  to the persons  and  addresses  given below or such other  persons or
addresses  as the parties  may  designate  from time to time.  Any change in the
names and/or


                                                             28

<PAGE>
DESERT MINERALS, INC./CHARLES JACKSON, et al.

addresses of the persons  listed below shall be effective  thirty (30) days from
the giving of the notice to the other party as provided herein.
LICENSEE:                  Shoshone Mining Co.
                           c/o LS Capital Corporation
                           15915 Katy Freeway, Suite 250
                           Houston, TX 77094
LICENSOR:                  Rick Jackson
--------
                           P.O. Box 874
                           Jacksonville, OR 97530


         44.      Termination.
         Upon  termination  or surrender  under the terms of this  License,  all
rights of LICENSEE  under this  Agreement,  except as provided in Paragraph 11.,
shall  terminate and all payments  heretofore made under this Agreement shall be
retained by LICENSOR as full compensation,  as rental, for the use and occupancy
of said PREMISES and as consideration for which this Agreement is given.
         45.      Insurance.
         LICENSEE shall, at its sole expense,  cause to be issued and maintained
during  the  term  of  this  Agreement,  or  any  extension  thereof,  workmen's
compensation  insurance coverage in accordance with the provisions of California
law.
         46.      Indemnity.
         LICENSEE  shall protect and  indemnify and hold LICENSOR  harmless from
and against any and all claims, actions or causes of action, including,  without
limitation,  employees of LICENSEE,  contractors and employees of contractors of
LICENSEE, for injury to or death of persons or damage to property arising out of
or in connection with LICENSEE's exploration activities.


                                                             29

<PAGE>
DESERT MINERALS, INC./CHARLES JACKSON, et al.

         47.      Compliance With Laws.
         LICENSEE shall conduct all  exploration  activities in full  compliance
with the  applicable  laws and  regulations  of the State of California  and the
United States of America  including,  but not limited to, the  provisions of the
Federal Land Management and Policy Act of 1976 and the  regulations  promulgated
pursuant thereto.
         48.      Option to Lease.
         During the term of this Agreement,  or during the term of any extension
hereof,  LICENSEE may  exercise an option to lease the PREMISES  pursuant to the
terms and conditions  set forth in the Mining Lease  attached  hereto as EXHIBIT
"B" and made a part  hereof as though set forth in its  entirety.  The option to
lease shall be deemed  exercised when LICENSOR has received a certified check in
the amount of Five Thousand Dollars ($5,000.00), together with two (2) copies of
EXHIBIT "B" that have been  executed by LICENSEE.  LICENSOR  shall sign one copy
and return it  promptly  to  LICENSEE.  If  LICENSOR is the owner at the date of
exercise of this option of less than one hundred  percent (100%) of the title to
the PREMISES,  LICENSOR  shall receive an amount equal to LICENSOR's  percentage
ownership  multiplied  by Five  Thousand  Dollars  ($5,000.00)  pursuant to this
paragraph.
         49.      Removal of Property.
         LICENSEE  shall have,  and it is hereby given and granted,  ninety (90)
days  after  a  valid  forfeiture,  surrender,  or  other  termination  of  this
Agreement,  to remove  from the  PREMISES  all  machinery,  equipment,  personal
property and improvements  erected or placed in or upon the said property by it.
If not so removed by LICENSEE  within  said  ninety  (90) day period,  titles to
unremoved property will then vest in LICENSOR.
         50.      Information.


                                                             30

<PAGE>

DESERT MINERALS, INC./CHARLES JACKSON, et al.


                  50.1 If the Option to Lease  contained  in Paragraph 10 is not
exercised and this  Agreement is  terminated,  LICENSOR may,  within ninety (90)
days,  request,  and if requested,  LICENSEE shall supply LICENSOR copies of all
Information as defined below.  As used in this  Agreement,  "Information"  shall
mean all geological, geophysical and geochemical data, maps and reports, whether
acquired,  generated or compiled by or for LICENSEE.  LICENSEE warrants that all
information  supplied to LICENSOR  pursuant to the terms of this provision shall
be true and accurate copies of the Information  acquired,  generated or compiled
by or for LICENSEE;  provided,  however, that LICENSEE does not warrant that the
data contained  therein is an accurate  interpretation  of the geology described
therein.
                  50.2  Any and  all  data,  information,  reports  and  samples
provided  by LICENSEE to  LICENSOR  under the terms of this  Agreement  shall be
treated and held  confidential for the term of this Agreement,  and for the term
of the Mining  Lease  attached as EXHIBIT "B", if LICENSEE  should  exercise its
Option to Lease.
51.  Default  and  Termination.  51.1  Default.  The  occurrence  of  any of the
following  events shall  constitute an event of default on the part of LICENSEE:
51.1.1 Breach of Covenants.  Failure (i) to perform any of LICENSEE's  covenants
hereunder,  including,  but not limited to the  failure to make a payment  under
Paragraph 3 herein,  and (ii) to remedy  such  failure  within  ninety (90) days
after written demand is made therefor. 51.1.2 Assignments.

                                                             31

<PAGE>
DESERT MINERALS, INC./CHARLES JACKSON, et al.

The making of a general  assignment  by LICENSEE  for the benefit of  creditors.
51.1.3 Bankruptcy. The filing of any form of voluntary petition in bankruptcy by
LICENSEE, or the filing of an involuntary petition by LICENSEE's  creditors,  if
such  petition  remains  undischarged  for a period of thirty (30) days.  51.1.4
Receivership.  The appointment of a receiver to take possession of substantially
all of  LICENSEE's  assets  or of the  interest  held  by  LICENSEE  under  this
Agreement,  if such receivership remains undissolved for a period of thirty (30)
days.   51.1.5   Attachment.   The  attachment  or  other  judicial  seizure  of
substantially  all of  LICENSEE's  assets or of the  interest  held  under  this
Agreement,   if  such  attachment  or  other  seizure  remains   undismissed  or
undischarged  for a period of  thirty  (30) days  after the levy  thereof.  51.2
Remedies.  In the event of the  occurrence of any event of default  mentioned in
Paragraph  13.1  hereof,  LICENSOR  shall  have the  right,  so long as  default
continues,  to immediately  terminate this Agreement by giving LICENSEE  written
notice  of  such  termination.   52.  Inurement.   All  covenants,   conditions,
limitations  and  provisions  herein  contained  apply and are binding  upon the
parties hereto and their heirs, devisees, successors and assigns.

                                                             32

<PAGE>



DESERT MINERALS, INC./CHARLES JACKSON, et al.


         53.      Force Majeure.
         If,  because of force  majeure,  LICENSEE is unable to carry out any of
its  obligations  under this  Agreement,  the  obligation  of LICENSEE  shall be
excused to the extent made  necessary by such force  majeure and this  Agreement
shall be  extended  by a length of time equal to its  continuance  not to exceed
maximum term  permitted  by law.  The term "force  majeure" as used herein shall
include,  but not be  limited  to,  acts  of God,  acts  of  civil  or  military
authority, acts of war or the public enemy,  legislation,  acts or orders of any
court, acts or failure to act of regulatory  agencies or  administrative  bodies
having   jurisdiction  with  respect  to  the  performance  of  this  Agreement,
insurrections,  riots,  strikes,  boycotts  or other labor  disturbances,  fire,
flood,  windstorm,  explosion and other causes not within the reasonable control
of the parties  directly  affected and  claiming  suspension  of its  obligation
whether  or not  like or  similar  to the  causes  or  occurrences  specifically
enumerated above.
         54.      Title.
         Each  LICENSOR  covenants  that said LICENSOR now owns and is in actual
possession  of an undivided  one-eighth  interest in the PREMISES free and clear
from all former grants,  sales,  liens,  or  encumbrances  of any kind, and that
there are no delinquent  taxes; and agrees to furnish LICENSEE upon request such
abstracts,  deeds, or other evidence of title as may be in LICENSOR's possession
and control.  LICENSEE may elect to correct any defects it  determines  exist in
title to the PREMISES, including, but not limited to, amendment, relinquishment,
relocation of existing  claims and location of additional  claims over fractions
within the PREMISES.
         55.      Counterparts.


                                                             33

<PAGE>



DESERT MINERALS, INC./CHARLES JACKSON, et al.

         This  Agreement  may be  signed  in  counterparts  and  shall be deemed
effective  when all parties have  executed  this  Agreement  or any  counterpart
thereof.
         56.      Complete Agreement.
         This  Agreement  and all the terms and covenants  contained  herein are
deemed to be the complete and unequivocal  written  agreement of the parties and
no other  agreements,  either written or oral, are contemplated  with respect to
said PREMISES.
         57.      Recordation.
         This  Agreement  shall not be  recorded,  however,  the  Memorandum  of
Exploration  Agreement with Option to Lease attached hereto as EXHIBIT "C" shall
be executed and recorded promptly following the execution of this Agreement.
                                    LICENSOR:
                       -----------------------------------
                                 CHARLES JACKSON

                       -----------------------------------
                                   MARIE UNRUH

                       -----------------------------------
                               JAMES HOPKINS, SR.

                       -----------------------------------
                                  TRACY HOPKINS

                       -----------------------------------
                                  RICK JACKSON

                       -----------------------------------
                                  MARA JACKSON



                                                             34

<PAGE>

DESERT MINERALS, INC./CHARLES JACKSON, et al.


                       -----------------------------------
                                  PAUL JACKSON

                       -----------------------------------
                                  JARED JACKSON



                                    LICENSEE:

                               SHOSHONE MINING CO.

                     By ____________________________________
                                 Paul J. Montle
                               Its Vice-President


                                                             35

<PAGE>
SHOSHONE MINING CO./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE

                                Table of Contents


1.       Description of Property/Grant of Exploration Rights................  1
         ---------------------------------------------------

2.       Term................................................................ 1
         ----

3.       Consideration....................................................... 1


4.       Conduct of Operations..............................................  2
         ---------------------

5.       Notice.............................................................. 2
         ------

6.       Termination........................................................  3
         -----------

7.       Insurance..........................................................  3
         ---------

8.       Indemnity..........................................................  3
         ---------

9.       Compliance With Laws...............................................  3
         --------------------

10.      Option to Lease....................................................  4
         ---------------

11.      Removal of Property................................................  4
         -------------------

12.      Information........................................................  4
         -----------

13.      Default and Termination............................................  5
         -----------------------

         13.1     Default...................................................  5
                  -------

                  13.1.1   Breach of Covenants..............................  5
                           -------------------
                  13.1.2   Assignments....................................... 5
                           -----------
                  13.1.3   Bankruptcy........................................ 5
                           ----------
                  13.1.4   Receivership.....................................  6
                           ------------
                  13.1.5   Attachment........................................ 6
                           ----------
                                                             36
<PAGE>

SHOSHONE MINING CO./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE




         13.2     Remedies..................................................  6
                  --------

                                                              LICENSOR:

                       -----------------------------------
                                 CHARLES JACKSON

                       -----------------------------------
                                   MARIE UNRUH

                       -----------------------------------
                               JAMES HOPKINS, SR.

                       -----------------------------------
                                  TRACY HOPKINS

                       -----------------------------------
                                  RICK JACKSON

                       -----------------------------------
                                  MARA JACKSON

                       -----------------------------------
                                  PAUL JACKSON

                       ----------------------------------
                                  JARED JACKSON


                                    LICENSEE:

                               SHOSHONE MINING CO.

                                                             37
<PAGE>

SHOSHONE MINING CO./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE



                       By________________________________
                                 Paul J. Montle
                               Its Vice-President

                                                             38

<PAGE>
SHOSHONE MINING CO./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE



STATE OF OREGON                        )
                                            )  ss.
COUNTY OF JACKSON                           )

         On   this   the   ___   day  of   _____________,   19__,   before   me,
______________________,  the undersigned  officer,  personally  appeared CHARLES
JACKSON,  known to me (or satisfactorily  proven) to be the person whose name is
subscribed to the within  instrument and acknowledged to me that he executed the
same for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

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

---------------------------------------
Title of Officer
My Commission Expires: ________________



STATE OF OREGON                        )
                                            )  ss.
COUNTY OF JACKSON                      )

         On   this   the   ___   day   of   ____________,   19__,   before   me,
_______________________,  the  undersigned  officer,  personally  appeared MARIE
UNRUH,  known to me (or  satisfactorily  proven) to be the person  whose name is
subscribed to the within instrument and acknowledged to me that she executed the
same for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

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

---------------------------------------
Title of Officer
My Commission Expires: ________________





                                                            39

<PAGE>

SHOSHONE MINING CO./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE



STATE OF OREGON                        )
                                            )  ss.
COUNTY OF JACKSON                      )

         On   this   the   ___   day   of   ____________,   19__,   before   me,
_______________________,  the  undersigned  officer,  personally  appeared JAMES
HOPKINS, SR., known to me (or satisfactorily proven) to be the person whose name
is subscribed to the within  instrument and  acknowledged to me that he executed
the same for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

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

---------------------------------------
Title of Officer
My Commission Expires: ________________



STATE OF OREGON                        )
                                            )  ss.
COUNTY OF JACKSON                           )

         On   this   the   ___   day   of   ____________,   19__,   before   me,
_______________________,  the  undersigned  officer,  personally  appeared TRACY
HOPKINS,  known to me (or satisfactorily  proven) to be the person whose name is
subscribed to the within  instrument and acknowledged to me that he/she executed
the same for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

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

---------------------------------------
Title of Officer
My Commission Expires: ________________



                                                             40
<PAGE>

SHOSHONE MINING CO./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE



STATE OF OREGON                        )
                                            )  ss.
COUNTY OF JACKSON                           )

         On   this   the   ___   day   of   ____________,   19__,   before   me,
_______________________,  the  undersigned  officer,  personally  appeared  RICK
JACKSON,  known to me (or satisfactorily  proven) to be the person whose name is
subscribed to the within  instrument and acknowledged to me that he executed the
same for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

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

---------------------------------------
Title of Officer
My Commission Expires: ________________



STATE OF OREGON                        )
                                            )  ss.
COUNTY OF JACKSON                           )

         On   this   the   ___   day   of   ____________,   19__,   before   me,
_______________________,  the  undersigned  officer,  personally  appeared  MARA
JACKSON,  known to me (or satisfactorily  proven) to be the person whose name is
subscribed to the within instrument and acknowledged to me that she executed the
same for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

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

---------------------------------------
Title of Officer
My Commission Expires: ________________


                                                             41

<PAGE>



SHOSHONE MINING CO./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE



STATE OF OREGON                        )
                                            )  ss.
COUNTY OF JACKSON                      )

         On   this   the   ___   day   of   ____________,   19__,   before   me,
_______________________,  the  undersigned  officer,  personally  appeared  PAUL
JACKSON  known to me (or  satisfactorily  proven) to be the person whose name is
subscribed to the within  instrument and acknowledged to me that he executed the
same for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

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

---------------------------------------
Title of Officer
My Commission Expires: ________________



STATE OF OREGON                        )
                                            )  ss.
COUNTY OF JACKSON                           )

         On   this   the   ___   day   of   ____________,   19__,   before   me,
_______________________,  the  undersigned  officer,  personally  appeared JARED
JACKSON,  known to me (or satisfactorily  proven) to be the person whose name is
subscribed to the within  instrument and acknowledged to me that he executed the
same for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

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

---------------------------------------
Title of Officer
My Commission Expires: ________________

                                                            42

<PAGE>



SHOSHONE MINING CO./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE



STATE OF TEXAS                         )
                                            )  ss.
COUNTY OF HARRIS                       )

         On   this   the   ___   day  of   _____________,   19__,   before   me,
______________________,  the undersigned  officer,  personally  appeared PAUL J.
MONTLE,  who acknowledged  himself to be the  Vice-President  of Shoshone Mining
Co.,  a  Delaware  corporation,  and  that  he,  as such  Vice-President,  being
authorized so to do, executed the foregoing  instrument for the purposes therein
contained, by signing the name of the corporation by himself as Vice-President.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

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

---------------------------------------
Title of Officer
My Commission Expires: ________________




                                                             43

<PAGE>
                                   EXHIBIT "A"

                         UNPATENTED PLACER MINING CLAIMS

                  Located in San Bernardino County, California

<TABLE>
<CAPTION>

                                                                                    San Bernardino County
                                         Township/Range            Date of                Document
Claim Name             Section                SBB&M               Location                 Number                  CAMC
<S>                     <C>                    <C>                   <C>                     <C>    

Kurtise #17              12                10 N./4 E.              6-18-96               96-0260792               269307
Kurtise #18              12                10 N./4 E.              6-18-96               96-0260793               269308
Kurtise #19              12                10 N./4 E.              6-18-96               96-0260794               269309
Kurtise #20              12                10 N./4 E.              6-18-96               96-0260795               269310
Kurtise #21               6                10 N./5 E.              6-16-96               96-0260796               269311
Kurtise #22               6                10 N./5 E.              6-16-96               96-0260797               269312
Kurtise #23               6                10 N./5 E.              6-16-96               96-0260798               269313
Kurtise #24               6                10 N./5 E.              6-16-96               96-0260799               269314
Kurtise #25               7                10 N./5 E.              6-18-96               96-0260800               269315
Kurtise #26               7                10 N./5 E.              6-18-96               96-0260801               269316
Kurtise #27               7                10 N./5 E.              6-18-96               96-0260802               269317
Kurtise #28              31                11 N./5 E.              6-20-96               96-0260803               269318
Kurtise #29               8                10 N./5 E.              6-18-96               96-0260804               269319
Kurtise #30              31                11 N./5 E.              6-20-96               96-0260805               269320
Kurtise #31              31                11 N./5 E.              6-20-96               96-0260806               269321
Kurtise #32              31                11 N./5 E.              6-20-96               96-0260807               269322

</TABLE>

<PAGE>

                                                         EXHIBIT "A"

                                               UNPATENTED PLACER MINING CLAIMS

                                             Located in Inyo County, California

<TABLE>
<CAPTION>

                                                                                         Inyo County
                                         Township/Range            Date of                Document
Claim Name             Section                SBB&M               Location                 Number                  CAMC
<S>                      <C>                    <C>                  <C>                  <C>    

OBOE #88                 25                21 N./6 E.              4-12-97                 97-0933                271461
OBOE #90                 25                21 N./6 E.              4-12-97                 97-0935                271463
OBOE 91                  25                21 N./6 E.              3-14-97                 97-1208                271530
OBOE 92                  25                21 N./6 E.              3-14-97                 97-1209                271531
OBOE 93                  35                21 N./6 E.              3-14-97                 97-1210                271532
OBOE 94                  35                21 N./6 E.              3-14-97                 97-1211                271533
OBOE 95                  35                21 N./6 E.              3-14-97                 97-1212                271534
OBOE 96                  23                21 N./6 E.              3-15-97                 97-1213                271535
OBOE 97                  23                21 N./6 E.              3-15-97                 97-1214                271536
OBOE 98                  14                21 N./6 E.              3-15-97                 97-1215                271537
OBOE 99                  14                21 N./6 E.              3-15-97                 97-1216                271538
OBOE 100                 14                21 N./6 E.              3-15-97                 97-1217                271539
OBOE 101                 14                21 N./6 E.              3-15-97                 97-1218                271540
OBOE 102                 15                21 N./6 E.              3-15-97                 97-1219                271541
OBOE 103                 15                21 N./6 E.              3-15-97                 97-1220                271542
OBOE 104                 15                21 N./6 E.              3-15-97                 97-1221                271543
OBOE 105                  9                21 N./6 E.              3-15-97                 97-1222                271544
OBOE 106                  9                21 N./6 E.              3-15-97                 97-1223                271545
OBOE 107                  9                21 N./6 E.              3-15-97                 97-1224                271546
OBOE 108                  9                21 N./6 E.              3-15-97                 97-1225                271547
OBOE 109                  5                21 N./6 E.              3-15-97                 97-1226                271548
OBOE 110                  5                21 N./6 E.              3-15-97                 97-1227                271549
OBOE 111                  8                21 N./6 E.              3-15-97                 97-1228                271550
OBOE 112                  5                21 N./6 E.              3-15-97                 97-1229                271551

L.S. #1                   2                21 N./7 E.              3-8-97                  97-1232                271554
L.S. #2                   2                21 N./7 E.              3-8-97                  97-1233                271555
L.S. #3                  11                21 N./7 E.              3-8-97                  97-1234                271556
L.S. #4                  11                21 N./7 E.              3-8-97                  97-1235                271557
L.S. #5                   2                21 N./7 E.              3-9-97                  97-1236                271558
L.S. #6                  34                22 N./7 E.              3-9-97                  97-1237                271559



</TABLE>
<PAGE>

                                   EXHIBIT "B"

                                  MINING LEASE


This Agreement is made and effective as of the ___ day of _______________, 19__,
by and between CHARLES JACKSON,  MARIE UNRUH, JAMES HOPKINS, SR., TRACY HOPKINS,
RICK JACKSON,  MARA JACKSON,  PAUL JACKSON and JARED JACKSON (hereafter referred
to  as  "LESSOR"),  and  SHOSHONE MINING CO..,  a  Delaware  corporation,
(hereafter "LESSEE"). 1. DESCRIPTION OF PROPERTY.  LESSOR is the owner of all or
part of the  unpatented  placer mining claims  described on EXHIBIT "A" attached
hereto.  2. GRANT OF LEASE.  2.1 LESSOR  hereby  leases  exclusively  to LESSEE,
subject to the terms and conditions hereinafter expressed,  LESSOR's interest in
the  property  set forth in EXHIBIT "A" attached  hereto  (LESSOR's  interest is
hereafter referred to as "LEASED  PROPERTY").  2.2 This lease is granted for the
purpose of the exploration,  development,  and mining of the LEASED PROPERTY for
minerals  as  may be  found  therein  (hereinafter  referred  to as the  "Leased
Minerals").  LESSEE  is  hereby  granted  the  exclusive  right  to  enter  into
possession of the LEASED PROPERTY,  and during the term of this lease, to remain
in possession  thereof,  and to develop,  mine, operate and use the property and
any surface or  underground  rights,  including  but not limited to access,  and
water or water rights,  and to mine, extract and remove from the LEASED PROPERTY
the Leased Minerals and to treat,  mill, ship, sell or otherwise  dispose of the
same and receive the full proceeds thereof (subject to the obligation of royalty
payment as  specified  below);  and to  construct,  use and operate  thereon and
therein  structures,  excavations,  roads,  equipment and other im provements or
facilities  which LESSEE shall deem  reasonably  required  for, or in connection
with, the full  enjoyment of the rights and interests  granted to LESSEE by this
lease. 3. TERM OF LEASE.  The term of this Mining Lease shall be for twenty (20)
years from and after the date of this lease and for so long thereafter as LESSEE
is in  production  on  properties  located  within a five (5) mile radius of the
nearest LEASED  PROPERTY.  For purposes of this paragraph,  production  shall be
defined as the processing of ore. LESSEE may terminate this lease at any time by
delivery to LESSOR of a quitclaim  deed to the LEASED  PROPERTY,  provided  that
LESSEE is not then in default  under the terms of this lease.  4.  ROYALTIES AND
CONSIDERATION.  4.1 Advance Minimum Royalty.  LESSEE shall pay to LESSOR advance
minimum royalties as follows: a) Upon execution of this agreement$1,000.00 b) On
or before the anniversary date and each anniversary date thereafter$1,000.00 4.2
Production Royalties. 4.2.1A production royalty for all minerals mined, removed,
and sold from the property set forth in EXHIBIT "A" equal to 2.5 percent  (2.5%)
of the  Smelter  Returns  shall  be  calculated.  LESSOR,  as  defined  in  this
Agreement, shall receive a percentage of the production royalty calculated equal
to LESSOR's actual ownership  interest of the property described in EXHIBIT "A".
4.2.2The term "Smelter Returns" shall be defined to be the gross amount received
from  the  sale  of  valuable   minerals  after  recovery  of  all  exploration,
development, and capital costs and less all taxes levied, incurred or

<PAGE>

imposed on the sale,  severance or production of such minerals and less costs of
extraction,  mining,  milling,  treating,  transportation  to the smelter and/or
refinery,  smelting  and  refining  charges  and  costs of sale.  4.3  Manner of
Payment. 4.3.1All minerals mined, removed and extracted from the LEASED PROPERTY
shall be sold under the name of LESSEE and a royalty settlement sheet accounting
for such transactions shall be furnished to LESSOR on or before the twenty-fifth
(25th) day of the next succeeding calendar month for all sales made and received
during  the  preceding  calendar  quarter.   All  production  royalty  payments,
accompanied  by a  settlement  sheet  required by this  lease,  shall be made to
LESSOR at the address set forth in Paragraph 12.1 below, or such other person or
address as LESSOR shall  designate by written notice  pursuant to the provisions
of Paragraph 8 by mail or personal  delivery.  LESSEE shall receive a cumulative
credit against  production  royalties for all minimum royalties paid pursuant to
this lease agreement  regardless of the year in which said minimum royalties are
paid and production  royalties shall not be payable until the production royalty
set forth in Paragraph 4.2 exceeds the cumulative  sums paid by LESSEE  pursuant
to Paragraph 4.1. If the Leased Minerals are sold to, or processed by, a smelter
or refinery  owned,  operated,  affiliated  with or controlled by LESSEE,  in no
event shall the royalties  computed herein be less than would have been paid had
the ore been sold to or  processed  by a major  smelter or  refinery  not owned,
operated,  affiliated  with,  or  controlled  by  LESSEE.  5.  CONDUCT OF MINING
OPERATIONS.  5.1 General.  LESSEE shall conduct, and cause all mining activities
to be conducted in a prudent, workmanlike,  miner-like manner in accordance with
established mining practices. 5.2 Commingling of Ore.



<PAGE>

LESSEE  may  commingle  ore  from  the  LEASED  PROPERTY  with  ore  from  other
properties, either before or after concentration or beneficiation, provided that
the method and procedures  LESSEE uses to commingle the ore and to determine the
weight and grade of the ore removed from the LEASED PROPERTY and of the ore with
which it is commingled  shall be a method  recognized by the mining industry and
conducted in accordance with generally accepted  accounting  principles.  LESSEE
shall use that method to determine  weight and grade and to allocate net returns
from the  commingled  ore between the LEASED  PROPERTY and the other  properties
from which the other  commingled ore was removed and to assure that the share of
production  received by LESSOR is  representative  of the ore that was  produced
from the LEASED PROPERTY. All such weight, grade and allocation  calculations by
LESSEE shall be done in accordance with generally accepted accounting principles
and in a manner recognized by the mining industry as practical and sufficient at
that time. If it is impractical to determine  which portions of any of the costs
and expenses described in Paragraph 4.2.2 above are directly attributable to ore
removed from the LEASED PROPERTY,  such costs and expenses shall be allocated on
a straight-line,  per-ton basis among all ores that give rise to those expenses,
in accordance with acceptable accounting standards
5.3 Cross-Mining  Rights.  LESSEE is hereby granted the right, if it so desires,
to mine or remove  from the LEASED  PROPERTY  any ores,  waste,  water and other
materials  existing  therein or thereon  or in any part  thereof,  through or by
means of shafts,  openings or pits which may be sunk or made upon other property
owned, controlled,  or operated by or for LESSEE (hereinafter "Other Property").
LESSEE  also  may  stockpile  any  ores,   waste,  or  other  materials   and/or
concentrated  products of ores or materials  (collectively  "Products") from the
LEASED PROPERTY,  or any part thereof, upon stockpile grounds situated upon such
Other Property. In the event LESSEE stockpiles Products from the LEASED PROPERTY
on Other Properties, LESSEE shall execute or cause to be executed such
<PAGE>

instruments  as LESSOR may  reasonably  request in writing to evidence  LESSOR's
royalty interest in the Products so stockpiled.  Any such instrument executed by
LESSEE,  however,  expressly  shall  acknowledge  LESSEE's  right  to  sell  the
stockpiled Products.  LESSEE also, if it so desires, may use the LEASED PROPERTY
and any  shafts,  openings,  pits  and  stockpile  grounds  sunk or made for the
mining,  removal  and/or  stockpiling  of any Products from the LEASED  PROPERTY
and/or  from the  Other  Property,  or for any  purpose  or  purposes  connected
therewith,  provided,  however,  that such use of the LEASED  PROPERTY  does not
prevent or interfere with the mining or removal of ore from the LEASED PROPERTY.
6.  RECORDS  AND BOOKS OF  ACCOUNT.  6.1 Books of  Account.  LESSEE  shall  keep
complete,  true and proper  books and records of account  showing  all  minerals
mined and removed from the LEASED  PROPERTY and recording all sales,  transfers,
conveyances or other  dispositions  of ores,  minerals or other  materials taken
from the LEASED  PROPERTY  in  accordance  with  generally  accepted  accounting
principles. Said books and records shall be open to examination by LESSOR or its
duly authorized  representative  during regular business hours and shall include
any and all documents  necessary to establish a gross selling price of the ores,
minerals or other  materials  taken from the Leased  Premises.  LESSOR is hereby
granted  the right at  LESSOR's  expense to examine and make a copy or copies of
said books or records or any portion thereof. 6.2 Inspection. LESSOR or its duly
authorized agents shall have, following advanced notice, the right at reasonable
times under  reasonable  circumstances to enter upon the LEASED PROPERTY for the
purpose of inspecting  operations and work being performed by LESSEE pursuant to
this lease. Such entry shall be at LESSOR's risk and LESSEE

<PAGE>

shall not be liable for  injury to LESSOR  unless  such  injury is caused by the
willful or grossly  negligent  conduct of LESSEE.  7.  PROTECTING FROM LIENS AND
TAXES.  7.1 LESSEE  shall keep the subject  premises and every part thereof free
and clear of any and all  liens and  encumbrances  for work  performed  upon the
subject premises,  or for materials furnished to it while this agreement remains
in force and  effect.  7.2 LESSEE  shall pay not later than ten (10) days before
due, one hundred percent (100%) of all taxes and assessments  that may be levied
or assessed  against  the  premises,  including  all taxes that may be levied or
assessed  as a direct or  indirect  result of LESSEE's  mining  activities,  and
including,  but not  limited  to,  taxes on the mineral  estate,  real  property
improvements and personal property and possessory  interest taxes.  LESSOR shall
forward to LESSEE,  upon  receipt,  all  notices of taxes and  assessments  due.
LESSOR shall be  responsible  for payment of all taxes or  assessments  due as a
result of its  activities.  8. NOTICE.  Any notices  required or permitted to be
given to  LESSOR or LESSEE  hereunder  shall be  considered  as  delivered  when
received by the parties to whom they shall be directed. Notice shall be given by
personal  delivery or by registered  mail,  postage  prepaid and return  receipt
requested,  addressed to the persons and addresses  given below or to such other
person or address as the parties may  designate  by written  notice from time to
time.
                                              LICENSEE:Shoshone Mining Co.
                                                 c/o LS Capital Corporation
                                                15915 Katy Freeway, Suite 250
                                                      Houston, TX 77094


                                                    LICENSOR:Rick Jackson
                                                        P.O. Box 874
                                                   Jacksonville, OR 97530
<PAGE>

Changes in the above names and addresses  shall be effected by sending notice as
set forth  herein and said  change  shall be  effective  fifteen  (15) days from
receipt  thereof.  9. WASTE AND REFUSE.  LESSEE agrees to dispose of refuse from
all mining activities  conducted  pursuant to this lease in accordance with good
mining practice and in accordance with the provisions of applicable  ordinances,
laws and regulations. 10. INSURANCE. LESSEE shall, at its sole cost and expense,
cause to be issued and maintained during the term of this lease or any extension
thereof  workers'  compensation   insurance  coverage  in  accordance  with  the
provisions of California law. 11. COMPLIANCE WITH LAWS. LESSEE shall conduct and
cause  to be  conducted  all  mining  activities  in full  compliance  with  the
applicable laws of the State of California and the United States of America. 12.
TITLE.  12.1Each  LESSOR  warrants that said LESSOR is the owner of an undivided
1/8th interest in the LEASED  PROPERTY and that there are no defects in LESSOR's
title which would affect  LESSEE's  right to possession  and use pursuant to the
terms of this lease.  LESSORS authorize Rick Jackson to receive all payments for
them, for their benefit, as follows: Rick Jackson P.O. Box 874 Jacksonville,  OR
97530 12.2 In the event  that any  defect in  LESSOR's  title is  determined  to
exist,  LESSOR  shall,  at its sole cost and expense,  take such steps as may be
required,  including,  but not limited to, the  commencement of litigation,  the
location of  additional  claims,  relinquishment,  amendment  or  relocation  of
existing claims held by LESSOR.  In the event LESSOR fails or refuses to take or
complete appropriate steps to correct any defect in LESSOR's title,
<PAGE>

LESSEE may elect to correct such defect and deduct the cost of such  correction,
including attorneys fees, from the payment obligations  contained in this lease.
LESSEE also may make such  deductions  for costs or  corrections to title to the
LEASED PROPERTY  incurred by LESSEE prior to the date of this Lease.  12.3In the
event it is determined  that LESSOR owns less than one hundred percent (100%) of
the LEASED PROPERTY, then LESSOR's rights under this Agreement shall be adjusted
so as to reflect the actual  interest  owned. It is the intention of the parties
that the full ownership of LESSOR be included in this Mining Lease.  13. DEFAULT
AND  TERMINATION.  13.1Default.  The  occurrence of any of the following  events
shall  constitute  an event of default on the part of  LESSEE:  13.1.1Breach  of
Covenants.  Failure (i) to perform any of LESSEE's covenants hereunder, and (ii)
to remedy such  failure  within  ninety (90) days after  written  demand is made
therefore.  13.1.2Assignments.  The making of a general assignment by LESSEE for
the benefit of creditors.  13.1.3Bankruptcy. The filing of any form of voluntary
petition in bankruptcy by LESSEE,  or the filing of an  involuntary  petition by
LESSEE's creditors, if such petition remains undischarged for a period of thirty
(30) days. 13.1.4Receivership.  The appointment of a receiver to take possession
of substantially  all of LESSEE's assets or of the interest held by LESSEE under
this lease, if such receivership remains undissolved for a period of thirty (30)
days. 13.1.5Attachment.
<PAGE>

The attachment or other judicial seizure of substantially all of LESSEE's assets
or of the interest  held under this lease,  if such  attachment or other seizure
remains  undismissed or undischarged  for a period of thirty (30) days after the
levy thereof. 13.2Remedies. 13.2.1Termination. In the event of the occurrence of
any event of default mentioned in Paragraph 13.1 hereof,  LESSOR, shall have the
right,  so long as default  continues,  to  immediately  terminate this lease by
giving LESSEE written notice of such termination.  13.2.2Eviction.  In the event
of any  such  termination  of  this  lease,  LESSOR  may  then  or at  any  time
thereafter,  re-enter the LEASED  PROPERTY,  or any part  thereof,  and expel or
remove  therefrom  LESSEE and any other person  occupying  the same,  using such
force as may be  necessary  so to do, and again  repossess  and enjoy the LEASED
PROPERTY,  without  prejudice to any other  remedies  that LESSOR may have under
this  lease,  or at law or  equity,  by reason of  LESSEE's  default  or of such
termination.  13.2.3Damages. In the event of any such termination of this lease,
LESSOR  shall have all of the  rights and  remedies  of a landlord  provided  by
Section 1951.2 of the Civil Code of the State of California.  13.2.4Remedies  of
LESSOR.  In the event  LESSEE  breaches  this  lease  and  abandons  the  LEASED
PROPERTY,  LESSOR shall have all of the  remedies of a landlord  provided by the
Civil Code of the State of California. 13.2.5Default by Landlord.

<PAGE>

In the event of default by LESSOR,  LESSEE  shall have all of the  remedies of a
tenant  provided  by the laws of the  State of  California.  13.3Termination  by
LESSEE.  This agreement may be terminated by LESSEE at any time by the giving of
three (3) months  written  notice.  13.4Information.  Upon  termination  of this
Agreement  LESSEE  shall  (upon the  request  of LESSOR  made  within 60 days of
termination)  provide LESSOR with copies of all Information as defined below. As
used in this Agreement, "Information" shall mean all geological, geophysical and
geochemical  data, all laboratory  testing  results,  maps and reports,  whether
acquired,  generated  or  compiled by or for LESSEE.  LESSEE  warrants  that all
Information  supplied to LESSOR pursuant to the terms of this provision shall be
true and accurate copies of the Information  acquired,  generated or compiled by
or for LESSEE;  provided,  however,  that LESSEE does not warrant  that the data
contained  therein  is an  accurate  interpretation  of  the  geology  described
therein.  13.4.1Upon  execution of this  Agreement,  LESSOR shall provide LESSEE
access to all geologic,  geophysical and geochemical  data concerning the LEASED
PROPERTY which has been acquired,  generated,  or compiled by LESSOR.  13.4.2Any
and all data,  information,  reports  and  samples  provided by LESSEE to LESSOR
under the terms of this Agreement shall be treated and held confidential for the
term of this Agreement.  14.FORCE MAJEURE. The failure to perform or comply with
any of the covenants or conditions hereof on the part of LESSEE (including,  but
not limited to, production requirements set forth in Paragraph 3 above) will not
be grounds for cancellation,  penalty,  termination or forfeiture hereof, during
such time as failure to perform is caused or  compliance  is prevented by severe
weather, explosion, unusual mining casualty, mill shutdowns, damage to or


<PAGE>

destruction  of mill or mill plant  facility,  fire,  flood,  civil or  military
authority,  insurrection,  strikes,  riots,  inability  after diligent effort to
obtain  competent  workmen or material or  necessary  permits,  fuel  shortages,
inadequate or shortages of  transportation  facilities not due to the negligence
or  lack  of  diligence  by  LESSEE,  governmental  actions  or  policies  which
substantially  restrict the legality or  profitability of extracting and selling
any of the valuable  minerals  produced under the Mining Lease,  acts of God, or
any  circumstances  or conditions  beyond the control of LESSEE,  and in such an
event,  LESSEE shall be excused  from,  and not held liable for, such failure to
perform or comply.  15. INUREMENT.  This lease shall inure to the benefit of and
be binding upon their respective heirs, trustees,  conservators,  successors and
assigns of the parties.  16. RECORDATION.  This agreement is not to be recorded.
LESSEE may, however, prepare and submit to LESSOR for signature, a memorandum of
this agreement for recordation. 17. ASSIGNMENT. 17.1Assignment by LESSOR. LESSOR
agrees that it shall give notice to LESSEE of its intention to sell or otherwise
assign  the Lease or  LEASED  PROPERTY.  Upon  receipt  of a bona fide  offer to
purchase the Lease or LEASED  PROPERTY,  the LESSOR shall forthwith give notice,
to be accompanied by a true copy of such offer to purchase attached thereto,  to
LESSEE,  and LESSEE  shall have ninety (90) days in which to present to LESSOR a
written counter offer, such counter offer to be for greater  consideration  than
the offer,  expressed  in cash or  marketable  securities.  Upon receipt of such
counter  offer,  LESSOR  will have thirty (30) days to sell to LESSEE or to give
notice to LESSEE of receipt of a further counter offer for greater consideration
than LESSEE's counter offer. In the event of a
<PAGE>

    further  counter offer being  presented,  LESSEE will have fifteen (15) days
    from receipt of notice to raise its offer, and the offers and counter offers
    shall  thereafter  be limited to a response  time of fifteen  (15) days from
receipt  of notice.  17.2Assignment  by  LESSEE.  LESSEE  may assign  this Lease
without the prior  written  consent of LESSOR  provided  LESSEE  guarantees  the
obligations  of the  assignee;  otherwise,  this Lease  shall not be assigned by
LESSEE  without the prior  written  consent of LESSOR which consent shall not be
unreasonably  withheld.  18.  REMOVAL OF EQUIPMENT.  Atthe  termination  of this
lease,  LESSEE may remove any and all equipment it placed on the property during
the term of this lease,  or any  extension  thereof,  provided  said  removal is
completed within one (1) year of the termination  date. 19.  COUNTERPARTS.  This
agreement may be signed in counterparts  and shall be deemed  effective when all
parties have executed this agreement or any  counterpart  thereof.  20. COMPLETE
AGREEMENT.  This writing and all terms and covenants contained herein are deemed
to be the  complete and  unequivocal  written  agreement of the parties,  and no
other agreements,  either written or oral, are contemplated with respect to said
property.  21. CALIFORNIA LAW. This lease shall be governed by and construed and
interpreted   under  the  internal  laws  of  the  State  of   California.   22.
SEVERABILITY.


<PAGE>

If any term,  covenant,  condition or  provision of this  agreement is held by a
court of competent  jurisdiction  to be invalid,  void,  or  unenforceable,  the
remainder  of the  provisions  hereof  shall remain in full force and effect and
shall in no way be affected, impaired or invalidated. 23. TITLE HEADINGS. The
headings  of the  respective  paragraphs  of this  Agreement  are  inserted  for
convenience  only and shall not be  deemed  to be a part of this  Agreement  and
considered in construing this Agreement. LESSEE:

                            SHOSHONE MINING CO.

                     By ____________________________________
                        Its______________________________

                     By ____________________________________
                        Its______________________________



                                     LESSOR:

                       -----------------------------------
                                 CHARLES JACKSON

                       -----------------------------------
                                   MARIE UNRUH

                       -----------------------------------
                               JAMES HOPKINS, SR.

                       -----------------------------------
                                  TRACY HOPKINS

                       -----------------------------------
                                  RICK JACKSON

                       -----------------------------------
                                  MARA JACKSON

                       -----------------------------------
                                  PAUL JACKSON

                       -----------------------------------
                                  JARED JACKSON

<PAGE>

                SHOSHONE MINING CO./CHARLES JACKSON, et al.

                                  MINING LEASE

                                Table of Contents


1.       DESCRIPTION OF PROPERTY...........................................  1
         -----------------------

2.       GRANT OF LEASE....................................................  1
         --------------

3.       TERM OF LEASE.....................................................  2
         -------------

4.       ROYALTIES AND CONSIDERATION.......................................  2
         ---------------------------
         4.1      Advance Minimum Royalty..................................  2 
        -----------------------
         4.2      Production Royalties.....................................  2
                  --------------------
         4.3      Manner of Payment........................................  3
                  -----------------

5.       CONDUCT OF MINING OPERATIONS......................................  4
         ----------------------------
         5.1      General..................................................  4
                  -------
         5.2      Commingling of Ore........................................ 4
                  ------------------
         5.3      Cross-Mining Rights....................................... 5
                  -------------------

6.       RECORDS AND BOOKS OF ACCOUNT....................................... 5
         ----------------------------
         6.1      Books of Account.......................................... 5
                  ----------------
         6.2      Inspection................................................ 6
                  ----------

7.       PROTECTING FROM LIENS AND TAXES.................................... 6
         -------------------------------

8.       NOTICE............................................................. 7
         ------

9.       WASTE AND REFUSE....................................................7
         ----------------

10.      INSURANCE...........................................................8
         ---------

11.      COMPLIANCE WITH LAWS............................................... 8
         --------------------

12.      TITLE.............................................................. 8
         -----

13.      DEFAULT AND TERMINATION............................................ 9
         -----------------------
         13.1     Default................................................... 9
                  -------
                  13.1.1   Breach of Covenants...............................9
                           -------------------
                  13.1.2   Assignments...................................... 9
                           -----------
                  13.1.3   Bankruptcy....................................... 9
                           ----------



<PAGE>






                  13.1.4   Receivership..................................... 10
                           ------------
                  13.1.5   Attachment....................................... 10
                           ----------
         13.2     Remedies.................................................. 10
                  --------
                  13.2.1   Termination...................................... 10
                  13.2.2   Eviction......................................... 10
                           --------
                  13.2.3   Damages.......................................... 11
                           -------
                  13.2.4   Remedies of LESSOR............................... 11
                           ------------------
                  13.2.5   Default by Landlord.............................. 11
                           -------------------
         13.3     Termination by LESSEE..................................... 11
                  ---------------------
         13.4     Information............................................... 11
                  -----------

14.      FORCE MAJEURE...................................................... 12
         -------------

15.      INUREMENT.......................................................... 13
         ---------

16.      RECORDATION........................................................ 13
         -----------

17.      ASSIGNMENT......................................................... 13
         ----------
         17.1     Assignment by LESSOR...................................... 13
                  --------------------
         17.2     Assignment by LESSEE...................................... 14
                  --------------------

18.      REMOVAL OF EQUIPMENT............................................... 14
         --------------------

19.      COUNTERPARTS....................................................... 14
         ------------

20.      COMPLETE AGREEMENT................................................. 14
         ------------------

21.      CALIFORNIA LAW..................................................... 14
         --------------

22.      SEVERABILITY....................................................... 14
         ------------

23.      TITLE HEADINGS..................................................... 15
         --------------