EXHIBIT 10.35

                                    AGREEMENT

         THIS  AGREEMENT (the  "Agreement")  is made and entered into as of this
the  28th  day  of  February,   1997  by  and  among  (a)  Tanye  Capital  Group
("Contributor"),   (b)  Shoshone  Mining  Co.,  a  Delaware   corporation   (the
"Company"),  and (c) LS  Capital  Corporation,  a Delaware  corporation  and the
parent corporation of the Company ("LS Capital").

                                                     Recitals

         WHEREAS,  Contributor  desires to become a  stockholder  of the Company
promptly after its formation and  organization by making a capital  contribution
to the Company and receiving in consideration  thereof shares of common stock in
the Company  (referred to  hereinafter  as the  "Company  Shares") and shares of
common stock in LS Capital (referred to hereinafter as the "LS Capital Shares");

         WHEREAS, the parties hereto desire to set forth in writing the terms,
provisions and


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conditions of their becoming stockholders in the Company:

                                    Agreement

         NOW,  THEREFORE,  in consideration of the mutual  agreements  contained
herein, $10.00 and other good and valuable consideration (the receipt,  adequacy
and sufficiency of which are hereby acknowledged by each of the parties hereto),
each of the parties mentioned above hereby agrees as follows:

         1.       General Representations and Warranties.

         (a)  Contributor  hereby  represents and warrants to the Company and LS
Capital that Contributor (if a corporation) has been duly organized,  is validly
existing  and  is  in  good  standing  in  the  jurisdiction  in  which  it  was
incorporated;  Contributor  has full right,  power and  authority to execute and
deliver this Agreement and all other agreements, documents and instruments to be
executed in connection herewith and perform  Contributor's  obligation hereunder
and thereunder;  the execution and delivery by Contributor (if a corporation) of
this  Agreement  and all  other  agreements,  documents  and  instruments  to be
executed by  Contributor  in  connection  herewith  have been  authorized by all
necessary  corporate  action by  Contributor;  when this Agreement and all other
agreements,   documents  and  instruments  to  be  executed  by  Contributor  in
connection  herewith are executed by  Contributor  and delivered to the Company,
this  Agreement  and such  other  agreements,  documents  and  instruments  will
constitute the valid and binding agreements of Contributor  enforceable  against
Contributor in accordance with their respective terms; neither the execution and
delivery of this Agreement or any other agreements, documents and instruments to
be executed in  connection  herewith nor the  consummation  of the  transactions
contemplated hereby or thereby will (i) violate,  conflict with or result in the
breach or  termination  of, or otherwise  give any other  contracting  party the
right to terminate, or constitute a default (by way of substitution, novation or
otherwise)  under the terms of, any contract to which  Contributor is a party or
by which  Contributor  is bound or by which any of the assets of  Contributor is
bound  or  affected,  (ii)  violate  any  judgment  against,  or  binding  upon,
Contributor or upon the assets of  Contributor,  (iii) result in the creation of
any lien,  charge or encumbrance upon any assets of Contributor  pursuant to the
terms of any  such  contract,  or (iv)  violate  any  provision  in the  charter
documents, bylaws or any other agreement affecting the governance and control of
Contributor (if a corporation);  there are no actions,  suits,  claims or legal,
administrative  or  arbitration   proceedings  or   investigations   pending  or
threatened  against,  involving or affecting  any of the assets of  Contributor,
this  Agreement,  or the  transactions  contemplated  hereby,  and  there are no
outstanding  orders,  writs,  injunctions or decrees of any court,  governmental
agency or  arbitration  tribunal  against,  involving or affecting any assets of
Contributor, this Agreement, or the transactions contemplated hereby; no consent
or approval  from any person is required in  connection  with the  execution and
delivery of this Agreement other than board of director  approval of Contributor
(if a corporation), which has already been obtained; and the representations and
warranties  made  immediately  above and  elsewhere  herein are  material to the
Company and are being relied upon by the Company in connection with its decision
to issue Company  Shares,  and by LS Capital in connection  with its decision to
issue LS Capital Shares, to Contributor pursuant to Section 2 of this Agreement.



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         (b) Each of the Company and LS Capital hereby  represents and warrants,
severally but not jointly, to Contributor that (in all cases, upon the Company's
organization) it has full right, power and authority to execute and deliver this
Agreement and all other agreements,  documents and instruments to be executed by
it in connection  herewith and perform its obligation  hereunder and thereunder;
it  will  be duly  organized,  validly  existing  and in  good  standing  in the
jurisdiction in which it was  incorporated;  the execution and delivery by it of
this  Agreement  and all  other  agreements,  documents  and  instruments  to be
executed  by it in  connection  herewith  will be  authorized  by all  necessary
corporate action;  when this Agreement and all other  agreements,  documents and
instruments  to be executed by it in connection  herewith are executed by it and
delivered to Contributor,  this Agreement and such other  agreements,  documents
and  instruments  will  constitute  the  valid  and  binding  agreements  of  it
enforceable  against it in accordance with their respective  terms;  neither the
execution and delivery of this Agreement or any other agreements,  documents and
instruments to be executed in connection  herewith nor the  consummation  of the
transactions  contemplated hereby or thereby will (i) violate,  conflict with or
result in the breach or termination of, or otherwise give any other  contracting
party the right to terminate,  or constitute a default (by way of  substitution,
novation or  otherwise)  under the terms of, any contract to which it is a party
or by  which  it is  bound  or by  which  any of the  assets  of it is  bound or
affected,  (ii) violate any judgment  against,  or binding  upon, it or upon its
assets, (iii) result in the creation of any lien, charge or encumbrance upon any
of its assets  pursuant to the terms of any such  contract,  or (iv) violate any
provision in the charter documents,  bylaws or any other agreement affecting the
governance  and  control of it;  there are no actions,  suits,  claims or legal,
administrative  or  arbitration   proceedings  or   investigations   pending  or
threatened against, involving or affecting any of its assets, this Agreement, or
the  transactions  contemplated  hereby,  and there are no  outstanding  orders,
writs,  injunctions or decrees of any court,  governmental agency or arbitration
tribunal against,  involving or affecting any of its assets, this Agreement,  or
the transactions  contemplated hereby; no consent or approval from any person is
required in connection  with the execution and delivery of this Agreement  other
than board of director approval,  which will be obtained upon organization;  the
Company Shares and the LS Capital Shares to be issued to Contributor pursuant to
this  Agreement  shall  be duly  authorized,  validly  issued,  fully  paid  and
non-assessable  at the time that they are issued;  and the  representations  and
warranties  made  immediately   above  and  elsewhere  herein  are  material  to
Contributor  and  are  being  relied  upon by  Contributor  in  connection  with
Contributor's decision to make the capital contributions to the Company pursuant
to Section 2 of the Agreement.

         2.       Subscription for Shares.

         (a)  Contributor  hereby  agrees to  contribute  to the  Company at the
Closing  (as  defined  herein),  by  means  of  customary  assignment  documents
reasonably  selected by the Company and reasonably  approved by Contributor (the
"Assignments"),  full  right,  title and  interest  in and to each of the Claims
acquired  and held by it,  free  and  clear of all  liens,  mortgages,  security
interests,  encumbrances,  claims  and  restrictions  on the  transfer  thereof.
"Claims" shall mean those certain mining claims described on Exhibit A hereto as
Exhibit A is amended from time to time hereafter.  Contributor hereby represents
and warrants to the Company that the  execution by  Contributor  and delivery to
the  Company of the  Assignment  respecting  the Claims will vest in the Company
full right,  title and interest in and to the Claims,  free and clear of any and
all encumbrances, security interests, liens, charges, claims,


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restrictions or limitations,  whatsoever,  by any person of any kind,  including
those on the transfer  thereof,  whether  known or unknown.  Contributor  hereby
agrees that it will execute and deliver,  or cause to be executed and delivered,
from time to time after the date hereof,  upon the request of the Company,  such
other  instruments  of  assignment,  transfer and  conveyance and will take such
other action as the Company may reasonably require to effectuate and/or evidence
the  contribution   provided  for  herein.   In  consideration  of  its  capital
contribution,  Contributor shall receive 5,000,000 Company Shares and 150,000 LS
Capital Shares.

         (b) In consideration of the contribution made hereby, the Company agree
to be the  operator of the Tecopa  project,  and will be required (to the extent
that  financing is available  therefore)  to expend  $250,000.00  of the initial
exploration and development of the project in its first 24 months.

         3.  Securities  Representations  and  Warranties.   Contributor  hereby
represents  and warrants to the Company  that it is not a "U.S.  Person" as that
term in defined in Regulation S under Securities Act of 1933 (the "Act"); at the
time  the buy  order  originated  for any  Company  Shares  and the date of this
Agreement,  it was outside of the United States of America (the  "U.S.");  it is
acquiring  the Company  Shares for its own account and not on behalf of any U.S.
Person, and a sale has not been prearranged with a U.S. Person or a purchaser in
the U.S.; it agrees that all offers and sales of the Company Shares prior to the
expiration of a period commencing on the date of the issuance thereof and ending
40 days  thereafter  shall  only be made in  compliance  with  the  safe  harbor
contained  in  Regulation  S, or  pursuant  to the  registration  thereof  or an
exemption  from  registration,  and that all offers and sales in the U.S.  after
expiration of the 40-day period shall be made only pursuant to the  registration
thereof or an exemption from registration; all offering documents received by it
have  included  statements,  and all stock  certificates  that it shall  receive
representing  Company  Shares  shall  feature  legends,  to the effect  that the
Company Shares have not been registered  under the Act and may not be offered or
sold  in the  U.S.  or to U.S.  Persons  prior  to the  expiration  of a  period
commencing on the date of the issuance thereof and ending 40 days thereafter and
all  offers  and sales  shall only be made in  compliance  with the safe  harbor
contained  in  Regulation  S, or  pursuant  to the  registration  thereof  or an
exemption  from  registration;  it has been  furnished  with the Company's  most
recent Annual Report on Form 10-K and any subsequent  Quarterly  Reports on Form
10-Q and  Current  Reports on Form 8-K;  it is familiar  with the  business  and
financial  condition,  properties,  operations and prospects of the Company, and
has been given full access to all material information concerning the condition,
properties,  operations and prospects of the Company;  it has had an opportunity
to ask such questions of, and to receive such  information  from, the Company as
it has desired and to obtain any additional  information necessary to verify the
accuracy of the information and data received; and it is satisfied that there is
no material  information  concerning the condition,  properties,  operations and
prospects of the Company, of which it is unaware.

         4.  Closing.  Each of  Contributor,  the Company and LS Capital  hereby
acknowledges  that not all mining  claims that the parties  contemplate  will be
contributed to the Company  pursuant hereto have been acquired by Contributor as
of the date hereof. Contributor hereby agrees to use its best efforts to acquire
all mining  claims  that the  parties  contemplate  will be  contributed  to the
Company pursuant hereto. As soon as such a mining


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claim is acquired by Contributor, the parties shall amend Exhibit A and attached
the amended Exhibit A hereto.  The closing (the  "Closing") of the  transactions
provided  for in or  contemplated  by  this  Agreement  shall  occur  as soon as
possible  after the  execution of this  Agreement  and the  acquisition  of such
mining  claims as the  parties  desire to be  contributed  to the  Company.  The
Closing  may  occur at such  place and time and in such  manner  as the  parties
hereto may agree to. The Closing  need not be one in which every party hereto is
physically  present  but  may be one  in  which  all  documents  and  instrument
necessary  to close the  transactions  provided for in or  contemplated  by this
Agreement  are  transmitted  among the  parties by means of  ordinary or express
mails.

         5.  Securities  Registration.  Within 12 months  after the  Closing  or
within six months after the first  production  with  respect to the Claims,  the
Company  may at the option of its Board of  Directors  register  with the United
States Securities and Exchange Commission (the "Commission") an in-kind dividend
to the stockholders of LS Capital  consisting of 1,000,000  Company Shares owned
by LS Capital. In the event of such registration, the Company shall use its best
efforts to qualify such Company Shares under the securities  laws for each state
for which an exemption is not available and  qualification  is required,  unless
the  cost  and  expense  of  such   qualification   outweighs   the  benefit  of
qualification.  In connection with any registration  undertaken pursuant to this
Section  5,  Contributor  shall use  reasonable  efforts to  cooperate  with the
Company and LS Capital and will furnish to the Company and LS Capital in writing
such information, as shall be reasonably necessary in order to assure compliance
with federal and applicable  state  securities laws pertaining to disclosure and
otherwise,  with respect to the Claims and the business heretofore  conducted by
Contributor.  Moreover,  Contributor  shall,  upon the  request of the  Company,
review drafts of the  registration  statement to be filed the Commission and any
and all amendments thereto and furnish the Company with  Contributor's  comments
upon and approval of or reasons for  declining  to approve such  portions of the
drafts for which the Company  has  requested  comments  and  approval.  Any such
portions with respect to which a Contributor  has not expressly  disapproved  in
writing  shall be deemed  approved by  Contributor.  The  Company  shall pay all
registration expenses in connection with any registration undertaken pursuant to
this Section 5.

         6. Spin-Off. As soon as possible after the registration statement filed
in connection with any  registration  undertaken  pursuant to Section 5 above is
declared  effective,  LS Capital shall declare and effect to its  stockholders a
pro-rata, in-kind dividend of the Company Shares registered. In this connection,
LS Capital shall deliver to each of its  stockholders  receiving the  registered
Company Shares an unlegended stock  certificate  representing the Company Shares
that  such  stockholder  is to  receive  as  well  as a copy  of the  prospectus
comprising part of the  registration  statement  declared  effective  during the
course of any registration undertaken pursuant to Section 5.

         7.       Indemnification.

         (a) All  representations  and warranties  made herein by a party hereto
shall survive all transactions  provided for or contemplated herein,  including,
without  limitation,  the making of the capital  contributions to the Company by
Contributor  pursuant to Section 2 and the issuance of the Company Shares by the
Company,  and the issuance of LS Capital  Shares to  Contributor  by LS Capital,
pursuant to Section 2.


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         (b) Contributor shall protect,  indemnify and hold the Company harmless
from  any and  all  demands,  claims,  actions,  causes  of  actions,  lawsuits,
proceedings,  judgments,  losses, damages, injuries,  liabilities,  obligations,
expenses and costs (including costs of litigation and attorneys' fees),  arising
from any breach of any agreement,  representation or warranty made by it in this
Agreement.

         (c) The Company shall protect,  indemnify and hold Contributor harmless
from  any and  all  demands,  claims,  actions,  causes  of  actions,  lawsuits,
proceedings,  judgments,  losses, damages, injuries,  liabilities,  obligations,
expenses and costs (including costs of litigation and attorneys' fees),  arising
from any breach of any agreement,  representation or warranty made by it in this
Agreement.

         (d) LS Capital shall protect,  indemnify and hold Contributor  harmless
from  any and  all  demands,  claims,  actions,  causes  of  actions,  lawsuits,
proceedings,  judgments,  losses, damages, injuries,  liabilities,  obligations,
expenses and costs (including costs of litigation and attorneys' fees),  arising
from any breach of any agreement,  representation or warranty made by it in this
Agreement.




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         8.       Right of First Refusal.

         (a) If after the  completion  of the  transactions  provided  for in or
contemplated by Section 2, Contributor  desires to dispose of its Company Shares
now owned or hereafter  acquired,  Contributor  shall first offer, in writing in
the manner  provided for in Section 9(g) hereof,  to sell its the Company Shares
to LS Capital at a purchase  price and on such terms as  Contributor  intends in
good faith to sell to a bona fide third party.  The written  offer shall contain
the identity of the proposed  transferee  and the purchase  price and terms upon
which the  transfer is proposed to occur.  Following  the receipt of the written
offer provided for hereinabove, LS Capital shall have an option, exercisable for
thirty (30) days, to purchase all or any portion of the Company Shares  proposed
to be sold at the price and on the terms set forth in the notice.  If LS Capital
fails to exercise its option with respect to all of the Company Shares  proposed
to be transferred,  then LS Capital shall notify  immediately the Company of its
failure to fully  exercise  its option.  The Company  shall then have an option,
exercisable for fifteen (15) days commencing on the date of LS Capital's notice,
to  purchase  all or any  portion  of the  Company  Shares not  purchased  by LS
Capital.  Notwithstanding  anything else contained in this Section 8, neither LS
Capital nor the Company  shall have any rights to  purchase  any Company  Shares
proposed to be transferred by Contributor  unless the Company and/or the Company
stockholders,  separately or collectively,  exercise the options provided for in
this Section 8 with respect to all, and not less than all, of the Company Shares
proposed to be transferred.

         (b) In the event that all of the Company Shares  proposed to be sold by
Contributor  are not  purchased  in  accordance  with this  Section 8 before the
expiration of the time periods  established  in this Section 8 therefor,  all of
the  Company  Shares may be sold to the  transferee  identified  in the  written
notice to the Company at a price no lower and upon terms no more  favorable than
the price and terms that the Company Shares could have been  purchased  pursuant
to the options to which they were subject.  Such sale shall be free and clear of
the terms of this Section 8 during the three-month  period beginning on the date
that the last option period in this Section 8 terminates, but thereafter any the
Company Shares not so sold shall again be subject to the terms and conditions of
this Section 8. Any attempted  disposition in contravention of the provisions of
this Section 8 shall be null and void and of no force and effect and, therefore,
shall not preclude the exercise of the options provided for in this Section 8.

         (c) The  closing of the sale and  purchase  of any the  Company  Shares
pursuant to this Section 8 shall occur  within  fifteen (15) days after the last
option exercised is exercised in accordance with this Section 8. At the closing,
(a)  Contributor  shall deliver the  appropriate  stock  certificates,  properly
endorsed or accompanied by a properly prepared and executed stock power, and (b)
the purchasers shall deliver the consideration  required by this Section 8. Each
of the parties hereby grants to the other the right of specific performance with
respect to this Section 8 in recognition of the uniqueness of the subject matter
hereof.

         (d) All certificates  representing the Company Shares now owned or that
may hereafter be acquired by any party to this Agreement  shall have a legend on
the back thereof substantially as follows:



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         SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
         RIGHT OF FIRST REFUSAL AGREEMENT WHICH PROVIDES
         SIGNIFICANT RESTRICTIONS ON THE TRANSFERABILITY OF THE
         SHARES REPRESENTED HEREBY.

         Such  certificates  shall state on the front thereof  substantially  as
follows:

         SEE RESTRICTIONS ON TRANSFER HEREOF ON REVERSE SIDE.

         (e) The agreements  contained in this Section 8 may be terminated by an
instrument in writing signed by all parties hereto. The agreements  contained in
this Section 8 shall automatically  terminate whenever the Company Shares or any
securities  received with respect to the Company Shares becomes registered under
the Act.

         9.       General.

         (a)      THIS AGREEMENT AND ALL QUESTIONS RELATING TO ITS
VALIDITY, INTERPRETATION, PERFORMANCE, AND ENFORCEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS.

         (b) Any controversy arising out of or relating to this Agreement or any
modification or extension thereof, including any claims for breach, for damages,
and/or for recision or reformation,  shall be settled by binding  arbitration in
Harris  County,  Texas  according to the rules and  regulations  of the American
Arbitration Association, Commercial Arbitration Rules.

         (c) This Agreement contains the entire  understanding among the parties
hereto with respect to the subject  matter hereof and  supersedes  all prior and
contemporaneous  agreements  and  understandings,  inducements,  or  conditions,
express or implied, oral or written, except as herein contained.  This Agreement
may not be modified or amended  other than by an agreement in writing  signed by
all parties affected.

         (d) The  express  terms  hereof  control  and  supersede  any course of
performance and/or usage of the trade inconsistent with any of the terms hereof.
The section  headings in this Agreement are for  convenience  only; they form no
part of this Agreement and shall not affect its interpretation.

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

         (f) The parties hereto hereby agree that time is of the essence for all
purposes of this Agreement.

         (g) Any notices to be given hereunder by any party to the other parties
may be effected either by personal delivery in writing,  or by mail,  registered
or certified,  postage prepaid with return receipt  requested,  addressed to the
one or more  parties to be  notified at the  addresses  set forth  beneath  such
parties' respective signatures below.



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         (h) All  obligations of the Company and all agreements  made herein for
the benefit of the Company shall become effective immediately upon the formation
and organization of the Company.  The person signing this Agreement on behalf of
the Company shall use reasonable efforts to cause the Company to be formed. Upon
the formation of the Company,  such person shall have no further  obligations or
liability  pertaining  to the Company or this  Agreement  except as is expressly
agreed to by such person in writing.

         IN WITNESS  WHEREOF,  the parties hereto have signed their names hereto
as of the first date written above.

TANYE CAPITAL GROUP                               SHOSHONE MINING CO.
a ________________ _________________              a Delaware corporation


By:/S/ K.J. McKenzie By:                          /S/ Paul J. Montle

Name Printed: Keith J. McKenzie                   Name Printed: Paul J. Montle

Title: President                                  Title: Vice President
Address: 1400 355 Burrand St.                     Address: 15915 Katy Freeway, 
                                                       Suite 250
------------------------------------ ------------------------------

Vancouver, British Columbia                       Houston, Texas 77094
CANADA V6C 2G8

LS CAPITAL CORPORATION
a Delaware corporation


By: /S/ Paul J. Montle
         Paul J. Montle,
         Chief Executive Officer

Address:          15915 Katy Freeway, Suite 250
                  Houston, Texas 77094

         The undersigned joins herein for the limited purpose of agreeing to use
his best efforts to assist  Contributor  in acquiring all mining claims that the
parties contemplate will be contributed to the Company pursuant hereto.

                      ------------------------------------
                                   Ed Hemstead

                                   CERTIFICATE

         Each of the  undersigned  hereby  certifies and  acknowledges  that the
undersigned  has signed and  executed  the  foregoing  agreement  with  multiple
original signature pages at separate locations to be effective  immediately upon
signing and that the transmission of a telecopier  facsimile of their respective
signatures, each to the other, shall be sufficient to cause the


<PAGE>



mutual delivery of this executed agreement in order to bind the parties and make
the  agreement  effective  upon the date of  signing.  It is further  certified,
acknowledged  and agreed that the original  signature pages are to be circulated
hereafter  but that the  failure of any party to obtain the  original  signature
pages  hereafter  shall  not  affect  the  validity  and  effectiveness  of this
agreement which is effective from and after the execution by all parties and the
transmission  by telecopier  facsimile of the signature of all parties,  each to
the other.

         IN WITNESS  WHEREOF,  the parties hereto have signed their names hereto
as of the first date written above.

TANYE CAPITAL GROUP                                       SHOSHONE MINING CO.
a ________________ _________________                   a Delaware corporation


By:/S/ K.J. McKenzie                                By: /S/ Paul J. Montle

Name Printed: Keith J. McKenzie                     Name Printed: Paul J. Montle
Title: President                                    Title: Vice President

LS CAPITAL CORPORATION
a Delaware corporation


By: /S/ Paul J. Montle
         Paul J. Montle,
         Chief Executive Officer