EXHIBIT 10.13

                                    AGREEMENT

        This  Agreement  entered  into by and between  Can-Cal  Resources,  Ltd.
("Can-Cal"), Cameron G. Miller ("Miller"), and James R. Ardoin ("Ardoin").

        WHEREAS Miller and Ardoin have developed a proprietary  smelting process
and a proprietary solvent extraction process for extracting precious metals, and

        Whereas  Miller and Ardoin  have  located  and  claimed  the Wikieup ore
material from which they have extracted  precious metals using their proprietary
process, and

        Whereas  Can-Cal  owns a  volcanic  cinders  deposit  which the  parties
believe may be amenable to Miller and Ardoin's process, and

        Whereas Can-Cal desires to test and obtain those  proprietary  processes
and claims  covering the Wikieup ore  material and obtain  claims to the Wikieup
ore materials, and

        Whereas the parties desire to enter into a business  arrangement with an
option to continue that arrangement.

        NOW THEREFORE it is agreed as follows:

        1.     Proposed Facilities Rated by Capacity to Recover Precious Metals
               ----------------------------------------------------------------

               a)     10 ounce per day -- Existing facility being  used to  test
                      and develop the processes.

               b)     100 ounce per day -- Proposed  facility that will be built
                      if Can-Cal exercises its option in this Agreement.

               c)     1,000  ounce  per  day --  Minimum  capacity  of the  next
                      facility that Can-Cal agrees to build if the 100-ounce per
                      day  facility  is  successful,  in the  sole  judgment  of
                      Can-Cal.

        2.     Representations and Warranties of Miller and Ardoin.
               --------------------------------- -----------------

               a)     That they have developed and own a proprietary process for
                      smelting materials  prospective for precious metals and no
                      other person has any claim or right to this process.

               b)     That they have  developed  and own a  proprietary  solvent
                      extraction   process,   which  isolates  and  precipitates
                      individual  precious metals contained in ore materials and
                      no other person has any claim or right to this process.

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               c)     That initial  testing of the ore  material  taken from the
                      Wikieup claims  utilizing  their  proprietary  process has
                      resulted in the  precipitation of sponge gold and combined
                      platinum/palladium  in a powdered form as well as possible
                      recoveries of other precious metals.

               d)     That they have the use of the  laboratory  facilities in a
                      building on private  property in Pahrump,  Nevada which is
                      rented by Volcana  Technology  Co. and contains  equipment
                      capable of  smelting  and  processing  ore  materials  and
                      extracting  precious metals  contained  therein  utilizing
                      their   proprietary   smelting   and  solvent   extraction
                      processes.  They  have  available  to them  and/or  employ
                      personnel,  including Daryl Freter and Joe Lynde,  capable
                      of  operating  these  laboratory   facilities  at  Pahrump
                      utilizing their proprietary  processes.  The personnel and
                      equipment  have the  present  capacity to produce up to 10
                      ounces of precious metals per day.

               e)     They  have the  right to enter  into  this  Agreement  and
                      commit the use of the Pahrump  facilities and personnel to
                      this Agreement.

               f)     Ardoin and Howard Sadlier, an associate of Ardoin's,  have
                      good and  sufficient  title to five (5) lode claims to the
                      Wikieup ore material,  each claim  consisting of 20 acres,
                      which claims have been  designated by Ardoin and agreed to
                      by  Can-Cal.  Ardoin  represents  and  warrants  that  all
                      necessary   payments   have  been  made  and/or  all  work
                      obligations  have been  performed,  so that the claims are
                      currently  in  good  standing  with  the  Bureau  of  Land
                      Management ("BLM"). Those claims are attached to Exhibit A
                      hereto.

               g)     Ardoin has good and  sufficient  title to one placer claim
                      covering  160  acres  of  the  Rose  ore  deposit.  Ardoin
                      warrants  that  the  claim  is in  good  standing  and  is
                      included on Exhibit A hereto.

               h)     All proposed  operations  contemplated  by this  Agreement
                      will be in full  compliance  with all  federal,  state and
                      municipal laws, regulations, permits and rules.

        3.     The Can-Cal Loan. Delivery of Promissory Note and Wikieup Claims
               ----------------------------------------------------------------

               Based  on the  representations  and  warranties  as set  forth in
               paragraph 1.  hereof,  Can-Cal  hereby  agrees to loan to Cameron
               Miller,  personally,  $48,000 for the sole purposes of conducting
               smelting  and  processing  operations  on  Can-Cal's  Wikieup ore
               material and Can-Cal's  volcanic cinder  material.  Can-Cal shall
               loan Miller $12,000 each week for four consecutive weeks.

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               Upon the initial loan of $12,000 from Can-Cal to Miller,

               a)     Ardoin will deliver to Can-Cal as  collateral  in the form
                      of a fully  executed  quitclaim  deed to the first Wikieup
                      claim  listed on Exhibit A, which  Can-Cal  shall have the
                      right to record and have reissued in Can-Cal's name.

               b)     Miller  will  deliver a  Promissory  Note(s)  for the full
                      $12,000 to  Can-Cal.  The  promissory  note shall not bear
                      interest  but  shall be due 120  days  after  delivery  to
                      Can-Cal;  the form of promissory note is Exhibit B hereto.
                      Miller  shall  issue to  Can-Cal  similar  notes  for each
                      $12,000 loan upon receipt of the funds by Miller.

               c)     Miller and Ardoin  agree that  Can-Cal  will own the above
                      Wikieup  claim  free of any claim by Ardoin,  Sadlier,  or
                      Miller unless  Can-Cal fails to exercise  their option and
                      Miller  repays  the  loan  within  60  days  of  Can-Cal's
                      decision  not to  exercise  its  option to  continue  this
                      Agreement.  Upon  repayment of this loan within the 60-day
                      period,  Can-Cal  agrees  to  return  the  claim  by fully
                      executing a quitclaim deed to Ardoin and Howard Sadlier.

        4.  Obligations of Miller and Ardoin During the Initial Four Week Period
            --------------------------------------------------------------------

               a)     During the  initial  four-week  period,  Miller and Ardoin
                      shall continue testing  Can-Cal's Wikieup ore material and
                      shall also test Can-Cal's  volcanic  cinders  material and
                      use their best efforts to extract any precious metals that
                      may be  contained  in those  materials.  Miller and Ardoin
                      will use their best  efforts to assist in the smelting and
                      processing of Can-Cal's  Wikieup material and the volcanic
                      cinders at the Pahrump  facility or such other facility as
                      may be agreed upon by Can-Cal, Miller and Ardoin.

               b)     Can-Cal will  deliver  such amount of volcanic  cinders to
                      the  Pahrump  facility  as may be  required  for  smelting
                      and/or  processing.  Can-Cal  shall  also  deliver  to the
                      Pahrump  facility  such amount of its Wikieup  material as
                      may be required  for smelting  and  processing  or, at its
                      option,  may choose to utilize  any  Wikieup  material  at
                      Pahrump, which shall be deemed to belong to Can-Cal.

               c)     Miller  and  Ardoin  agree  to pay  all  the  expenses  of
                      operating  the Pahrump  facility,  Including the salary of
                      Daryl Freter and Joe Linde,  as well as all  out-of-pocket
                      expenses   required  for  the  operation  of  the  Pahrump
                      facility  from  the  Can-Cal  loans.   Miller  and  Ardoin
                      represent  that the  $10,000 a week  during the first four
                      weeks will be sufficient to pay all out-of-pocket expenses
                      required  for the  operation  of the  Pahrump  facility to
                      determine  whether or not  precious  metals are able to be
                      extracted  from  the  Wikieup  material  and the  volcanic
                      cinders material.


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               d)     Miller and Ardoin will  direct any revenue  from the first
                      processing circuit that is completed during the first four
                      weeks to  whoever it sees fit.  Can- Cal will not  receive
                      any of this revenue.

               e)     The proposed "100 ounce per day"  processing  circuit will
                      be funded by Can-Cal and this operation will be subject to
                      the profit-sharing conditions of this Agreement.

               f)     The  four-week  period  will  begin on the day after  this
                      document  is signed  and the first  portion of the loan is
                      delivered to Miller.

        5.     Can-Cal's Option

               a)     At the end of the initial  four-week  period, in the event
                      that Can-Cal is, in its sole  discretion,  satisfied  with
                      the extraction  results,  Can-Cal shall have the option to
                      elect to continue this Agreement.

               b)     Can-Cal  shall have a period of 60 days,  beginning on the
                      last day of the  initial  four  week  period,  in which to
                      exercise its option.  If Can-Cal  exercises its option, it
                      shall  issue to Miller  and Ardoin  400,000  shares of its
                      common stock, par value of $.001 as further  consideration
                      for the acquisition of their proprietary  smelting process
                      and solvent extraction process.  Those shares, if and when
                      issued,  will be  restricted  securities  and  subject  to
                      federal and state securities laws.  Miller and Ardoin will
                      be required,  as a condition of issuance of those  shares,
                      to execute  appropriate  documentation  acknowledging  and
                      agreeing to the limitations imposed on the resale of those
                      shares by all applicable laws.

               c)     In the event that Can-Cal exercises its option, Miller and
                      Ardoin  will  deliver  to  Can-Cal  a  full  and  complete
                      detailed  description and explanation of their proprietary
                      smelting process and their proprietary  solvent extraction
                      process   (subject  to   adjustments   arising   from  the
                      continuing development).  Miller and Ardoin represent that
                      upon  delivery of the  processes to Can-Cal,  Can-Cal will
                      own  rights  to  those  processes  and  have  the full and
                      complete  legal ability to utilize those  processes in any
                      manner they deem fit without claims made by other persons.
                      Miller  and  Ardoin  hereby  agree  to  indemnify  Can-Cal
                      against any and all claims from other persons  claiming an
                      interest in the ownership of those processes or in any way
                      attempting to interfere  with  Can-Cal's  complete use and
                      enjoyment of those  processes.  Can-Cal's  rights to those
                      processes  are  subject  only  to the  conditions  of this
                      Agreement.

               d)     As further consideration for the issuance of those shares,
                      Ardoin and Howard  Sadlier will  deliver to Can-Cal  fully
                      executed  quitclaim  deeds  for the  four  Wikieup  claims
                      listed on Exhibit A which were not delivered as collateral
                      for the Can-Cal loan.  Can-Cal  shall retain  ownership of
                      the one claim initially transferred to it.

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               e)     As further consideration for the issuance of those shares,
                      Ardoin will deliver to Can-Cal a fully executed  quitclaim
                      deed for one  placer  claim  for the Rose ore  deposit  as
                      listed on Exhibit A.

               f)     If Can-Cal  exercises  its option it shall have the right,
                      in its sole  discretion,  to build a  facility  capable of
                      producing 100 ounces of precious metals per day at Pahrump
                      or such location as it deems suitable.

               g)     It is  anticipated  that  Miller and Ardoin  will  operate
                      Can-Cal's facility. That smelting and processing operation
                      shall have a proposed  capacity  of 100 ounces of precious
                      metals  per  day.  In the  event  Can-Cal  exercises  this
                      option,  Miller and Ardoin will attempt to make  available
                      to Can-Cal a portion of the  Building No. 2 in the Pahrump
                      facility  and will use their  best  efforts  to obtain the
                      necessary permits and bonding to enable Can-Cal to utilize
                      that  facility for the purpose of smelting and  processing
                      materials for the production of precious metals.

               h)     As further  consideration  for the exercise of the option,
                      Can-Cal will issue to Volcana  Technology  (owned by Daryl
                      Freter and Joseph Lynde),  and B.J. Bouldin, a one percent
                      net processing profits royalty,  each, to be paid from net
                      processing  profits (as that term is defined by  generally
                      accepted accounting  principles) whenever the smelting and
                      solvent  extraction  process is utilized  with any and all
                      ores by Can-Cal.

               i)     In the  event  that  Can-Cal  exercises  the  option,  and
                      determines  that the 100-ounce per day facility is able to
                      produce  precious  metals on an  economic  basis,  it will
                      continue such  production on terms and conditions that is,
                      in its sole judgement, deems appropriate. However, Can-Cal
                      has the right to build a facility  that has a capacity  of
                      1,000 ounces of precious metals per day and if built, that
                      the 100-ounce  per day  operation  will be moved into this
                      facility.

               j)     That all net processing  profits from its Wikieup material
                      will be divided  70 percent to Can-Cal  and 30% for Miller
                      and Ardoin.

               k)     That all net processing  profits from its volcanic cinders
                      material,  and any other material using the said processes
                      will be divided  92  percent to Can-Cal  and 8% for Miller
                      and Ardoin.

               l)     Can-Cal will notify  Miller and Ardoin in writing,  during
                      the 60-day  period,  that they  intend to  exercise  their
                      option  or  that  they do not  intend  to  exercise  their
                      option.

               m)     The  60-day  period  will  begin  the day  after the first
                      four-week period (28 days) ends.



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        7.     Termination

               In the event that  Can-Cal  does not  exercise  its option,  this
               Agreement will be terminated and Miller's  promissory  notes will
               be due and  payable  according  to their  terms and the one claim
               assigned to Can-Cal as  collateral  will have a value of $100 for
               purposes of determining the amount owed by Miller to Can-Cal.  In
               any event,  upon Miller  repaying in full the loan from  Can-Cal,
               Can-Cal  agrees to  quitclaim  the first  Wikieup  claim  back to
               Ardoin and Howard Sadlier.

        8.     Arbitration

               In the event any dispute arises between the parties,  arising out
               of this Agreement, the dispute shall be submitted to the American
               Arbitration  Association  and  shall be  heard  and  resolved  in
               accordance with their arbitration rules for commercial disputes.

                    /s/   Ronald D. Sloan               Dec. 6, 1999
               ------------------------------------   ----------------
               Can-Cal Resources, Ltd.                Date

                   /s/   Cameron G. Miller              Dec. 6, 1999
               ------------------------------------   ----------------
               Cameron G. Miller                      Date


                   /s/   James R. Ardoin                 Dec. 6, 1999
               ------------------------------------   -----------------
               James R. Ardoin                        Date




















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EXHIBIT A

THIS IS A LISTING OF CLAIMS  OWNED BY ARDOIN AND HOWARD  SADLIER OR ONLY  ARDOIN
THAT ARE AVAILABLE FOR QUITCLAIM AND TRANSFER TO CAN-CAL  ACCORDING TO THE TERMS
AND  CONDITIONS OF THE ATTACHED  AGREEMENT  BETWEEN  CAN-CAL,  ARDOIN AND MILLER
DATED DECEMBER 6,1999.

1 CLAIM AS COLLATERAL FOR $48,000 LOAN     PARAGEAPH - 3. a)
------------------------------------------------------------


     20 ACRE WIKIEUP CLAIM "BROWN DERBY 25" -  LODE - AMC#335708


5 CLAIMS IN EXCHANGE FOR SHARES             PARAGRAPH - 5. d) &  e)
------------------------------------------------------------------

    20 ACRE  WIKIEUP  CLAIM  "BROWN  DERBY 24" - LODE--  AMC#335707  20 ACRE
    WIKIEUP  CLAIM "J.S.  1" LODE - AMC#340648  20 ACRE  WIKIEUP  CLAIM "OLD
    TIMER 3" - LODE - AMC#331609 20 ACRE WIKIEUP CLAIM "OLD TIMER 13" - LODE
    -- AMC#331619 160 ACRE ROSE CLAIM "JBT" - PLACER - - AMC#342780

                         * * * * * * * * * * * * * * * *



















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