Exhibit 10.16

AMENDED

AGREEMENT
AND PLAN OF MERGER

by
and among

WESTERN
GOLD RESOURCES, INC.a
Florida corporation, and

ATLAS
PRECIOUS METALS INCa
Nevada corporation

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AMENDEDAGREEMENT
AND PLAN OF MERGER

THIS
AMENDED AGREEMENT AND PLAN OF MERGER (this Agreement), dated this
30th day of June 2003, is by and among WESTERN GOLD RESOURCES, INC., a Florida
corporation (Seller), whose address is 8040 S. Kolb Road, Tucson, AZ
85706 and ATLAS PRECIOUS METALS INC., a Nevada corporation (Buyer),
whose address is 10920 W. Alameda, Suite 205, Lakewood, Colorado 80226.

RECITALS:

WHEREAS,
on or about September 4, 2002, Seller and Atlas Minerals, Inc., a Colorado
corporation and the parent corporation of Buyer executed and entered into an
agreement (the Option Agreement) pursuant to which Atlas Minerals,
Inc. and Seller agreed to execute and enter into an agreement and plan of merger
that, upon consummation, would result in the merger of Seller with and into
Atlas Minerals, Inc. (the Plan of Merger); and

WHEREAS,
on or about January 3, 2003, Atlas Minerals, Inc. assigned all of its right,
title and interest in and under the Option Agreement to its wholly-owned
subsidiary, Buyer; and

WHEREAS,
subsequent to the above referenced assignment, Buyer and Seller have agreed to
modify the terms of the Plan of Merger, which modifications are contained
herein; and

WHEREAS,
the respective Boards of Directors of Buyer and Seller have approved the
acquisition of Seller by Buyer in accordance with the terms and conditions
hereof; and

WHEREAS,
to complete such acquisition the respective Boards of Directors of Buyer and
Seller have approved the merger of Seller with and into Buyer (the
Merger), pursuant to and subject to the terms and conditions of this
Amended Agreement and Plan of Merger; and

WHEREAS,
following  consummation  of the Merger Atlas  Minerals Inc.  plans to distribute  the
shares of  Buyer now held by Atlas Minerals Inc. to its shareholders.

NOW,
THEREFORE, in consideration of the mutual covenants, representations and
warranties made herein and of the mutual benefits to be derived herefrom, Buyer
and Seller hereby agree as follows:

1.
Merger.

1.1.
Plan of Merger. Subject to the terms and conditions of this Agreement,
including the receipt of all requisite shareholder approvals, the Merger will be
carried out in the following manner:

(a)
Merger Approval. Seller and Buyer hereby warrant and represent that each
has duly called, noticed and held a meeting of their respective shareholders
entitled to vote to approve the Merger under the Nevada corporation law
(Nevada Law) and the Florida Business Corporation Act, as amended
(the Florida Law) respectively.

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(b)
Merger. At the Effective Time (as defined in Section 1.1(c)), Seller
shall merge with and into Buyer, the separate existence of Seller shall cease
and Buyer shall continue as the surviving corporation (Buyer, in its capacity as
the corporation surviving the Merger, is referred to as the Surviving
Corporation).

(c)
Certificate of Merger. Subject to the provisions of this Agreement, a
Certificate of Merger in the form attached as Exhibits A and B hereto shall be
duly executed and, on the Closing Date (as defined in Section 2) filed with the
Nevada Secretary of State in accordance with Nevada Law and filed with the
Florida Secretary of State in accordance with Florida Law. The Merger shall
become effective upon the latest filing of the Certificate of Merger (the
Effective Time).

(d)
Treatment of Common Stock. At the Effective Time, each share of common
stock, ($0.00) par value per share, of Seller (the Common Stock or Seller
Stock) issued and outstanding immediately prior to the Effective Time,
other than shares of Dissenting Shareholders, if any, shall, by virtue of the
Merger and without any action on the part of the holder thereof, be converted
into the right to receive an amount equal to the Merger Consideration (as
hereinafter defined and adjusted) divided by the Aggregate Number of Fully
Diluted Shares (as hereinafter defined) immediately prior to the Effective Time
(Per Share Consideration). Such shares of Seller Stock shall no
longer be outstanding, shall automatically be cancelled and retired and shall
cease to exist, and each holder of a certificate or certificates which
immediately prior to the Effective Time represented outstanding shares of Common
Stock shall cease to have any rights with respect thereto, except the right to
receive the Per Share Consideration, without interest.

For
purposes of the foregoing, the Aggregate Number of Fully Diluted
Shares shall be equal to 14,499,700.

(e)
Taking of Necessary Action Further Action. If, at any time after the
Effective Time, any further action is necessary or desirable to carry out the
purposes of this Agreement and to vest the Surviving Corporation with full
right, title and possession to all assets, property, rights, privileges, powers
and franchises of Seller, the officers and directors of the Surviving
Corporation shall be fully authorized in the name of Seller, or otherwise to
take, and Buyer and Seller shall cause such officers and directors to take, all
such lawful and necessary action, so long as such action is not inconsistent
with the Agreement.

(f)
Stock Plans. Except as may be otherwise agreed to by Buyer and Seller or
as otherwise contemplated or required to effectuate this Section 1.1,
Sellers stock plans shall terminate as of the Effective Time and the
provisions in any other plan, program or arrangement providing for the issuance
or grant of any other interest in respect of the capital stock of Seller shall
be deleted as of the Effective Time.

1.2.
Merger Consideration. The aggregate merger consideration (the
Merger Consideration) shall be payable as follows:

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(a)
17,399,640 shares of common stock of Buyer (1.2 Buyer shares for each of the
14,499,700 shares of Seller).

(b)
A promissory note (Note 1) payable to Harold R. and Eileen A.
Shipes, JTWROS, (the Shipes) in the amount of $64,431.18 which shall
be given to the Shipes to evidence certain repayment obligations for shareholder
loans to Seller (Debt Repayment).

(c)
The parties agree Note 1 will be interest free and will be paid over a period of
7 months as follows:

| | Months
1-6            $10,000 per month
| | ---------------------------------------

| | Month
7                 $4,431.18
| | ---------------------------------

(d)
The parties agree Note 1 shall contain an acceleration clause in the event of a
change in control of Buyer. Such clause shall cause Note 1 to become immediately
due and payable upon the occurrence of Change of Control (as that term is
defined in Note 1).

1.3.
Repurchase Agreement. At Closing, Buyer and the Shipes will enter into a
separate agreement regarding the repurchase of 2,400,000 shares of Buyers
common stock from the Shipes (the Repurchase Agreement). A copy of
the Repurchase Agreement is attached hereto as Exhibit 1.3. The terms and
conditions of the Repurchase Agreement are incorporated herein by this
reference.

1.4.
No Further Rights of Transfer. At and after the Effective Time, each
holder of a certificate formerly representing one or more shares of Seller Stock
or the right to obtain same pursuant to any instrument includable within those
making up the Aggregate Number of Fully Diluted Shares as defined in Section
1.1(d) (a Certificate) shall cease to have any rights as a
shareholder of Seller, except for the right to surrender such Certificate in
exchange for the Per Share Consideration deliverable in respect thereof or
Appraisal Rights (as defined in Section 1.6), and no transfer of shares of
Seller Stock shall be made on the stock transfer books of Seller. Certificates
presented to the Surviving Corporation after the Effective Time shall be
canceled and exchanged for the Per Share Consideration as provided in this
Section 1. At the close of business on the day of the Effective Time, the stock
ledger of Seller with respect to the shares of Seller Stock shall be closed. The
foregoing shall also apply to all subsidiary entities of Seller.

1.5.
Surviving Corporation. The Certificate of Incorporation and Bylaws of
Buyer, as in effect immediately prior to the Effective Time, shall be the
Articles of Incorporation and Bylaws of the Surviving Corporation, except as
amended in Buyers discretion as part of the Certificate of Merger. At the
Effective Time, the directors of Buyer immediately prior to the Effective Time
shall be the directors of the Surviving Corporation, each to hold office,
subject to the applicable provisions of the Certificate of Incorporation and
Bylaws of the Surviving Corporation, until the next annual shareholders
meeting of the Surviving Corporation and until their respective successors shall
be duly elected or appointed and qualified. At the Effective Time, Harold R.
Shipes shall be named President and CEO of the Surviving Corporation.

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1.6.
Dissenting Seller Shareholders. Any shares of Seller Stock held by
persons who have satisfied the requirements of Section 607.1302 of the Florida
Law related to the rights of appraisal for dissenting shareholders
(Appraisal Rights), and have not effectively withdrawn or lost such
Appraisal Rights (such persons being referred to as Dissenting Seller
Shareholders), shall not be converted pursuant to this Agreement. Instead,
Dissenting Seller Shareholders shall be entitled only to such Appraisal Rights.
Each Dissenting Seller Shareholder who is entitled to payment for his or her
shares of Seller Stock pursuant to such Appraisal Rights shall receive payment
from the Surviving Corporation in an amount as determined pursuant to such
Appraisal Rights. The Surviving Corporation shall not pay any amount to the
Dissenting Seller Shareholders in an amount per share in excess of the Per Share
Consideration unless directed to do so by a court of competent jurisdiction. If
the holders of more than five percent (5%)of the total outstanding
shares of Seller Stock exercise their Appraisal Rights in accordance with
Section 607.1320 of the Florida Law, Seller shall immediately give Buyer written
notice of such fact and Buyer shall have the right, in its sole discretion, to
terminate this Agreement at any time within five (5)days from the
receipt of such notice. The Per Share Consideration which would otherwise be
payable to Dissenting Seller shareholders will be retained by the Buyer or
Surviving Corporation in a separate account and not paid to the shareholders.

2.
Closing. Subject to satisfaction of the terms and
conditions of this Agreement, the closing of the purchase and sale of the
Sellers Shares provided for by this Agreement (referred to throughout this
Agreement as the Closing) shall take place at a time and place
mutually agreeable to the parties. The time, place and date of the Closing are
referred to throughout this Agreement as the Closing Date.

3.
Representations and Warranties.

3.1.
Representations and Warranties of Seller.The Seller
represents and warrants to the Buyer that:

3.1.1.
Ownership of Seller Shares.The persons listed on Exhibit
3.1.1 are the only record and beneficial owners of the Sellers shares. The
persons listed on Exhibit 3.1.1 possess good and merchantable title to the
Sellers shares, and own the Sellers shares free and clear of any and
all security interests, agreements, restrictions, claims, liens, pledges and
encumbrances of any nature or kind. The person listed on Exhibit 3.1.1 have the
absolute and unconditional right to sell, assign, transfer and deliver the
Sellers shares to the Buyer in accordance with the terms of this
Agreement.

3.1.2.
Due Organization; Good Standing; Authority of Seller.Seller is a corporation duly organized, validly existing as a stock
corporation, and in good standing under the laws of the State of Florida. Seller
has full right, power, and authority to own its properties and assets, and to
carry on its business. Seller is duly licensed, qualified and authorized to do
business as a foreign corporation, and is in good standing, in each jurisdiction
in which the properties and assets owned by it or the nature of the business
conducted by it makes such licensing, qualification and authorization legally
necessary. A complete and correct copy of each of Sellers Articles of
Incorporation, as amended to the date of this Agreement, (the
Charter) certified by the Secretary of State of the State of Florida
and bylaws, as amended to the date of this Agreement, (the Bylaws),
have been delivered to Buyer. The Charter and the Bylaws are in full force and
effect, and Seller is not in breach or violation of any of the provisions
thereof. The minute books of Seller containing the minutes of the meetings of
the stockholders of Seller and the Board of Directors of Seller, which were or
will be made available to the Buyer for examination, are complete and correct
and accurately reflect all proceedings of the stockholders of Seller and the
Board of Directors of Seller.

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3.1.3.
Validity of Agreement.The Seller has the legal capacity
and authority to enter into this Agreement. This Agreement is a valid and
legally binding obligation of the Seller and is fully enforceable against the
Seller in accordance with its terms, except as such enforceability may be
limited by general principles of equity, bankruptcy, insolvency, moratorium and
similar laws relating to creditors rights generally.

3.1.4.
Capitalization; the Seller Stock; Related Matters.Sellers authorized capital stock consists of 100,000,000 shares of
common stock, of which 14,499,700 shares are issued and outstanding and owned of
record and beneficially by the person listed on Exhibit 3.1.1. The Sellers
shares have been duly, legally and validly issued, and are fully paid and
non-assessable. Delivery of the Sellers shares by the Seller to the Buyer
at the Closing on the Closing Date pursuant to this Agreement will transfer to
the Buyer full and entire legal and equitable title to 100% of the issued and
outstanding capital stock of Seller, except for rights of Dissenting
shareholders under Section 1.6.

3.1.5.
Options, Warrants and Other Rights and Agreements Affecting Seller Capital
Stock.Seller has no authorized or outstanding options,
warrants, calls, subscriptions, rights, convertible securities or other
securities as defined in the federal Securities Act of 1933, as amended,
(hereinafter Securities), or any commitments, agreements,
arrangements or understandings of any kind or nature obligating Seller, in any
such case, to issue shares of Seller capital stock or other securities or
securities convertible into or evidencing the right to purchase shares of Seller
capital stock or other securities. Seller is not a party to any agreement,
understanding, arrangement or commitment, or bound by any Articles of
Incorporation or bylaw provision which creates any rights in any Person with
respect to the authorization, issuance, voting, sale or transfer of any shares
of Sellers capital stock or other securities.

3.1.6.
Subsidiaries.Sellers subsidiaries are set forth on
Exhibit 3.1.6. Such subsidiaries are incorporated in the states indicated, are
in good standing in each state where such qualification is necessary. Seller
does not have any subsidiaries, other than those set forth on Exhibit 3.1.6. and
does not, directly or indirectly, own any interest in or control any
corporation, partnership, joint venture, or other business entity.

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3.1.7.
Agreement Not in Conflict with Other Instruments; Required Approvals
Obtained.The execution, acknowledgement, sealing, delivery,
and performance of this Agreement by the Seller and the consummation of the
transactions contemplated by this Agreement will not (a) violate or require any
registration, qualification, consent, approval, or filing under, (i) any law,
statute, ordinance, rule or regulation (hereinafter collectively referred to as
Laws) of any federal, state or local government (hereinafter
collectively referred to as Governments) or any agency, bureau,
commission or instrumentality of any Governments (hereinafter collectively
referred to as Governmental Agencies), or (ii) any judgment,
injunction, order, writ or decree of any court, arbitrator, Government or
Governmental Agency by which Seller or any of its assets or Properties is bound;
(b) conflict with, require any consent, approval, or filing under, result in the
breach or termination of any provision of, constitute a default under, result in
the acceleration of the performance of Sellers obligations under, or
result in the creation of any claim, security interest, lien, charge, or
encumbrance upon any of Sellers properties, assets, or businesses pursuant
to, (i) Sellers Charter or Bylaws, (ii) any indenture, mortgage, deed of
trust, license, permit, approval, consent, franchise, lease, contract, or other
instrument or agreement to which Seller is a party or by which Seller or any of
Sellers assets or properties is bound, or (iii) any judgment, injunction,
order, writ or decree of any court, arbitrator, Government or Governmental
Agency by which Seller or any of its assets or properties is bound.

3.1.8.
Conduct of Business in Compliance with Regulatory and Contractual
Requirements.Seller has conducted and is conducting
Sellers business in compliance with all applicable Laws of all Governments
and Governmental Agencies. Neither the real or personal properties owned,
leased, operated or occupied by Seller, nor the use, operation or maintenance
thereof, (i) violates any Laws of any Government or Governmental Agency, or (ii)
violates any restrictive or similar covenant, agreement, commitment,
understanding or arrangement.

3.1.9.
Licenses; Permits; Related Approvals.Seller possesses all
licenses, permits, consents, approvals, authorizations, qualifications, and
orders (hereinafter collectively referred to as Permits) of
all Governments and Governmental Agencies lawfully required to enable Seller to
conduct Sellers business as a mining project in all jurisdictions in which
it owns properties. All of the Permits are in full force and effect, and no
suspension, modification or cancellation of any of the Permits is pending or
threatened. A list of the Permits is attached hereto as Exhibit 3.1.9 and
incorporated by reference herein.

3.1.10.
Legal Proceedings.There is no action, suit, proceeding,
claim, arbitration, or investigation by any Government, Governmental Agency or
other Person (i) pending to which Seller is a party, (ii) threatened against or
relating to Seller or any of Sellers assets or businesses, (iii)
challenging Sellers right to execute, acknowledge, seal, deliver, perform
under or consummate the transactions contemplated by this Agreement, or (iv)
asserting any right with respect to any of the Seller Shares, and there is no
basis for any such action, suit, proceeding, claim, arbitration or
investigation.

3.1.11.
Financial Statements; Undisclosed Liabilities. As soon as
practicable following the execution of this Agreement Seller shall provide to
Buyer copies of Sellers audited balance sheets as of December 31, 2002,
Sellers audited Statement of Operations and Retained Earnings for the
years ended as of December 31, 2001 and December 31, 2002, and Sellers
audited Statement of Changes in Financial Position for the years ended as of,
December 31, 2001 and December 31, 2002, (hereinafter collectively referred to
as the Financial Statements), together with the unqualified opinion
thereon of Horwath Gelfond Hochstadt Pangburn, P.C., independent certified
public accountants, all of which shall be attached hereto as Exhibit 3.1.11.1
and shall be incorporated by reference herein. The Financial Statements shall be
in accordance with the books and records of Seller, shall be true, correct and
complete and accurately present Sellers financial position as of the dates
set forth therein and the results of Sellers operations and changes in
Sellers financial position for the periods then ended, all in conformity
with generally accepted accounting principles applied on a consistent basis
during each period and on a basis consistent with that of prior periods. Except
(i) as disclosed in the Financial Statements, and (ii) as disclosed in this
Agreement, Seller has no liabilities or obligations of any nature or kind, known
or unknown, whether accrued, absolute, contingent, or otherwise. There is no
basis for assertion against Seller of any claim, liability or obligation not
fully disclosed in the Financial Statements. All prepaid items set forth in
Sellers Financial Statements have been properly accrued.

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3.1.12.
Tax Matters.Seller has paid in full all taxes (including
taxes withheld from employees salaries and other withholding taxes and
obligations), interest, penalties, assessments and deficiencies owed by Seller
to all taxing authorities. All claims by the IRS or any state taxing authorities
for taxes due and payable by Seller have been paid by Seller. The provisions for
the Accrued Taxes are adequate for the payment of all of Sellers
liabilities for unpaid taxes (whether or not disputed). Seller has not adopted a
plan of complete liquidation under the Internal Revenue Code of 1954, as amended
(the Code), or filed a consent pursuant to Section 341(f) of the
Code. Seller is not a party to, and is not aware of, any pending or threatened
action, suit, proceeding, or assessment against it for the collection of taxes
by any Governmental Agency.

3.1.13.
Accounts Receivable.Sellers accounts receivable
reflected on Sellers Balance Sheet as of December 31, 2002 (the
Balance Sheet) and all accounts receivable arising after the date of
the Balance Sheet (collectively, the Accounts Receivable) are bona
fide accounts receivable, the full amount of which is actually owing to Seller.
The Accounts Receivable will be fully collectible by the Buyer within 90 days of
the Closing Date, without offset, recoupment, counterclaim, claim or diminution.
Sellers accounts payable reflected on the Balance Sheet and all accounts
payable arising after the date of the Balance Sheet arose from bona fide
transactions in the ordinary course of Sellers business.

3.1.14.
Real Property.As set forth on Exhibit 3.1.14 attached
hereto and incorporated by reference herein is the real property owned or leased
by Seller. Seller has sole good and merchantable title to, or a valid leasehold
interest in, the real property, on Exhibit 3.1.14. Seller does not own or have
any interest in any other real property.

3.1.14.1
Mining Property.  With respect to the mining properties held by Seller,  Seller
has  good and merchantable title to the fee interests in, or a valid leasehold  interest
in the leases in, or valid claims (patented or unpatented) in, the  mineral properties or
interests, including royalty interests and other legal or  beneficial interests in
minerals, subject to minor defects in title which do  not, individually or in the
aggregate, cause a material adverse impact on the  use, development and/or operation as a
mine and enjoyment of the property and  the operation of a mine on such property.

3.1.14.2
Mining  Operations.  During  the  period of  Seller's  ownership  of the mining
properties,  and to the best of Sellers knowledge during the period of prior
ownership  of the mining properties:

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i.
neither  Seller  nor  its  Affiliates  has  incurred  any  liability,  nor does a state
of facts exist which could give rise to a liability for  damages, fines or levies as a
result of any subsidence, water, air or other  environmental contamination, conduct of
mining development and operations, or  similar occurrences, which individually or in the
aggregate, would constitute a  material adverse effect on the properties or business of
Seller.

ii.
the  mining  operations  conducted  on the  mining  properties  have  been conducted in
accordance with good miner/mining practices, and in compliance  with all applicable laws,
regulations, ordinances, decrees and directives  affecting the property or the business
of Seller.

3.1.15.
Condition of Personal Property.Attached hereto as Exhibit
3.1.15 and incorporated by reference herein is a true, correct and complete list
of all personal property, owned by Seller or used by Seller in the conduct of
its business, including, but not limited to, all equipment, machinery and
fixtures, (collectively, the Personal Property), indicating whether
it is owned or the manner in which the Personal Property is otherwise utilized
by Seller. Seller has sole and exclusive, good and merchantable title to all of
the Personal Property owned by it, free and clear of all pledges, claims, liens,
restrictions, security interests, charges and other encumbrances. All of the
Personal Property is in good repair and good operating condition, fit for its
intended purposes, and is adequate for the continuation of Sellers
business.

3.1.18.
Contracts, Licenses, and Permits.Attached hereto and
incorporated by reference herein are the following:

3.1.18.1
Exhibit  3.1.18.1 is a true,  correct and complete list and copy (or where they  are
oral, true, correct and complete written summaries) of all leases of Seller  relating to
real property.

3.1.18.2.
Exhibit  3.1.18.2,  is a true,  correct and  complete  list and copy  (or  where they are
oral, true, correct and complete written summaries) of all leases  of Seller relating to
Personal Property.

3.1.18.3.
Exhibit  3.1.18.3,  is a true,  correct and  complete  list and copy  (or  where they are
oral, true, correct and complete written summaries) of all  licenses, franchises,
assignments or other agreements of Seller relating to  trademarks, trade names, patents,
copyrights and service marks (or applications  therefor), unpatented designs or styles,
know-how and technical assistance.

3.1.18.4.
Exhibit  3.1.18.4,  is a true,  correct and  complete  list and copy  (or  where they are
oral, true, correct and complete written summaries) of all  Permits, other than those
listed in Exhibit 3.1.9, relating to the operation of  the business of Seller.

3.1.18.5.
Exhibit  3.1.18.5 is a true,  correct and complete list and copy (or  where  they are
oral, true, correct and complete written summaries) of all employment,  compensation and
consulting agreements, contracts, understandings or  arrangements of Seller with any
officer, director, employee, broker, agent,  consultant, salesman or other Person,
including the names, starting dates of  employment, term of employment, functions and
aggregate compensation (including  salary, bonuses, commissions and other forms of
compensation).

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3.1.18.6.
Exhibit  3.1.18.6,  is a true,  correct and  complete  list and copy  (or  where they are
oral, true, correct and complete written summaries) of all  agreements of Seller for the
purchase, sale or lease of goods, materials,  supplies, machinery, equipment, capital
assets and services having a cost in  excess of $1,000in any one instance or in
the aggregate.

3.1.18.7.
Exhibit  3.1.18.7,  is a true,  correct and  complete  list and copy  (or  where they are
oral, true, correct and complete written summaries) of all  agreements and arrangements,
other than those listed in Exhibit 3.1.18.6, which  Seller has with any supplier,
distributor, dealer, sales agent, broker, or  representative.

3.1.18.8.
Exhibit  3.1.18.8,  is a true,  correct and  complete  list and copy  (or  where they are
oral, true, correct and complete written summaries) of all  agreements and arrangements
of Seller for the borrowing or lending of money, on  a secured or unsecured basis, other
than the obligations represented by Note 1,  or guaranteeing, indemnifying or otherwise
becoming liable for the obligations  or liabilities of any other Person.

3.1.18.9.
Exhibit  3.1.18.9,  is a true,  correct and  complete  list and copy  (or  where they are
oral, true, correct and complete written summaries) of all  agreements and arrangements
of Seller for the construction, modification or  improvement of any building or
structure, or the incurrence of any other capital  expenditure, involving payments in
excess of $5,000.

3.1.18.10.
Exhibit  3.1.18.10,  is a true,  correct and complete  list and copy  (or  where they are
oral, true, correct and complete written summaries) of all  agreements and understandings
of Seller other than those listed in Exhibits  3.1.18.1 through 3.1.18.9 which are
material in nature, involve the payment or  receipt, in any 12 month period, of more than
$5,000, or have a term of more  than 3 months.

Each
of the agreements, arrangements and understandings listed in Exhibits 3.1.18.1
through 3.1.18.10 (hereinafter collectively referred to as the
Commitments) is in full force and effect, is valid and binding upon
each of the parties thereto and is fully enforceable by Seller against the other
party thereto in accordance with its terms. Seller has no notice of, or any
reason to believe that there is or has been any actual, threatened or
contemplated termination or modification of any of the Commitments. No party to
any of the Commitments is in breach of or in default thereunder, nor has any
event occurred which, with the lapse of time, notice or election, may become a
breach or default by Seller or any other party to or under any of the
Commitments. Seller has the right to quiet enjoyment of all real properties
leased to it for the full term of the lease thereof. The execution,
acknowledgement, sealing, delivery, and performance of this Agreement by the
Seller and the consummation of the transactions contemplated by this Agreement
(i) will not result in the breach or termination of or constitute a default
under any Commitment, (ii) does not require the consent of any party to any of
the Commitments, and (iii) will not give any such party the right to terminate
any of the Commitments. All payments required to be made by Seller or any other
party to any of the Commitments pursuant to any of the Commitments have been
paid in full in accordance with the terms and conditions of the Commitments. The
Commitments are in compliance with all applicable Laws of all Governments and
Governmental Agencies and there are no Laws of any Government or Governmental
Agencies, actions, suits, proceedings, arbitrations, orders, writs, or decrees
in any such case existing or proposed, which adversely affect or might adversely
affect Sellers rights under any of the Commitments.

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3.1.19.
Insurance.Attached hereto as Exhibit 3.1.19.1 and
incorporated by reference herein is a list of all insurance policies of Seller,
setting forth with respect to each policy the name of the insurer, a description
of the policy, the dollar amount of coverages, the amount of the premium, the
date through which all premiums have been paid, and the expiration date. Each
insurance policy relating to the insurance referred to in Exhibit 3.1.19.1 is in
full force and effect, is valid and enforceable, and Seller is not in breach of
or in default under any such policy. Seller has no notice of or any reason to
believe that there is or has been any actual, threatened, or contemplated
termination or cancellation of any insurance policy relating to the insurance
referred to in Exhibit 3.1.19.1. Attached hereto as Exhibit 3.1.19.2 and
incorporated by reference herein is a true, correct and complete list and
summary of all claims which have been made under each insurance policy relating
to the insurance referred to in Exhibit 3.1.19.1. Seller has not failed to give
any notice or to present any claim under any insurance policy in a due and
timely fashion.

3.1.20.
Benefit Plans.For purposes of the representations and
warranties set forth in this Section 3.1.20, the term Benefit Plans
is defined broadly to include all plans, programs, or arrangements (whether or
not insured) which provide to employees pension, profit sharing, ESOP, stock
option, incentive bonus, surgical or other physician, hospitalization, major
medical, dental, optical, prescription drug, health insurance, life insurance,
accidental death and dismemberment, short-term disability, long-term disability,
sick leave, vacation, severance, supplemental unemployment, layoff, automobile,
apprenticeship and training, day care, scholarship, or group legal benefits. No
Benefit Plans are presently in effect with respect to Seller or are required to
be offered by Seller either at the present time or in the future, under any
current agreement, arrangement or understanding.

3.1.21.
Employee Relations and Employment Agreements.

3.1.21.1.
None of Sellers  employees is represented by a labor  organization. No  petition
for representation has ever been filed with the National Labor  Relations Board (the
NLRB) with respect to Sellers employees.  Seller are not aware of any
union organizational activity with respect to Seller  and have no reason to believe that
any such activity is being contemplated.

3.1.21.2.
Seller  is  not  in  violation  of  applicable  equal  employment opportunity  laws, wage
and hour laws, occupational safety and health laws, federal labor  laws, or any other
Laws of any Government or Governmental Agency relating to  employment. Seller has
disclosed to the Buyer the status of all investigations,  claims, charges, and
employment-related suits or controversies which have  occurred with respect to Seller
within the last 3 years or which are presently  pending or threatened with respect to
Seller under any employment-related Law of  any Government or Governmental Agency
(including common law). Seller has  satisfied and performed fully all judgments, decrees,
conciliation agreements,  or settlement agreements by which it is bound or to which it is
subject  concerning employment-related matters and each such judgment, decree, or
agreement is disclosed on Exhibit 3.1.21.1.

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3.1.21.3.
Seller  has  not  entered  into  any  employment  agreement  and all  employees can be
terminated  at will.  Seller has no  contractual  obligation or special  termination  or
severance  arrangement in respect of any employee.

3.1.21.4.
Seller  has  paid all  wages  due  (including  all  required  taxes, insurance,  and
withholding thereon) through the Closing Date. Exhibit 3.1.21.4 attached  hereto and
incorporated by reference herein sets forth all accrued vacation,  accrued sick leave,
and accrued bonuses (including pro rata accruals for a  period of a year) due to
employees of Seller as of the Closing Date.

3.1.21.5.
Exhibit  3.1.21.5  attached  hereto and  incorporated  by  reference herein  sets forth
each Seller employees date of hire, position, present salary,  amount of bonus paid
in the past year, and announced termination date (if any).  The Seller have provided to
the Buyer access to the personnel files and  employment records of all Seller employees.

3.1.22.
Patents; Trademarks; Related Contracts.Attached hereto as Exhibit
3.1.22 and incorporated by reference herein, is a true, correct and complete
list of all of Sellers patents, trademarks, tradenames, or trademark or
tradename registrations, service marks, and copyrights or copyright
registrations (the Proprietary Rights). All of Sellers
Proprietary Rights are valid, enforceable, in full force and effect and free and
clear of any and all security interests, liens, pledges and encumbrances of any
nature or kind. Seller has not licensed, leased or otherwise assigned,
transferred or granted any right to use any of its Proprietary Rights to any
other Person, and no Person is infringing upon Sellers Proprietary Rights.
Seller has not infringed and is not infringing upon any patent, trademark,
tradename, or trademark or tradename registration, service mark, copyright, or
copyright registration of any other Person.

3.1.23.
Books and Records; Fiscal Year; Method ofAccounting.Seller
has made available to the Buyer all of its tax, accounting, corporate and
financial books and records. The books and records pertaining to Sellers
business made available to the Buyer are true, correct and complete, have been
maintained on a current basis, and fairly reflect the basis for Sellers
financial condition and results of operations as set forth in the Financial
Statements and the Interim Statements. Seller has consistently used the fiscal
year ended December 31 as its taxable year, and has consistently used the cash
method as its method of accounting for tax purposes.

3.1.24
Bank Accounts and Safe Deposit Arrangements. At Closing on
the Closing Date, Sellers Bank Accounts shall reflect cash on hand of no
less then $398,172.00.

3.1.25.
Absence of Certain Changes or Events.Since 2002 except as
set forth in Exhibit 3.1.25 attached hereto and incorporated by reference
herein, Seller has not:

3.1.25.1.
Incurred any  indebtedness,  obligation or liability  (contingent or otherwise),  except
normal trade or business obligations incurred in the ordinary course of  its business,
none of which was entered into for inadequate consideration and  none of which exceeds $1,000in amount.

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3.1.25.2.
Discharged or satisfied any security  interest,  lien or encumbrance or  paid any
indebtedness, obligation or liability (contingent or otherwise), except  (A) current
liabilities and (B) scheduled payments pursuant to obligations under  contracts,
agreements, or leases listed in Exhibits 3.1.18.6 through 3.1.18.10.

3.1.25.3.
Mortgaged,  pledged,  or  subjected  to  lien,  charge,  security  interest, or other
encumbrance any of its assets or properties.

3.1.25.4.
Sold,  assigned,  transferred,  leased,  disposed  of,  or agreed to  sell, assign,
transfer, lease, or dispose of, any of its assets or properties.

3.1.25.5.
Acquired or leased any assets or property of any other Person.

3.1.25.6.
Cancelled or compromised any debt or claim.

3.1.25.7.
Waived or released any rights.

3.1.25.8.
Transferred  or granted any rights  with  respect to know-how or any  rights existing
under any leases, licenses, agreements, inventions, or any of the Proprietary Rights.

3.1.25.9.
Granted or made any  contract,  agreement,  promise or commitment to grant  any wage,
salary or employee benefit increase to, or entered into any employment  contract, bonus,
stock option, profit sharing, pension, incentive, retirement or  other similar
arrangement or plan with, any officer, employee or other Person.

3.1.25.10.
Entered  into  any  collective  bargaining  agreement  or made any  commitment or
incurred any liability to any labor organization.

3.1.25.11.
Made any capital  expenditure  in excess of $5,000 or entered into  any commitment
therefor.

3.1.25.12.
Suffered any casualty loss or damage,  whether or not such loss or  damage is or was
covered by insurance.

3.1.25.13.
Suffered any adverse change in its operations,  earnings,  assets,  liabilities,
properties, or business or in its condition (financial or otherwise).

3.1.25.14.
Changed the nature of its business or its method of accounting.

3.1.25.15.
Other than in the ordinary  course of  business,  entered into any  transaction,
contract, or commitment.

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3.1.25.17.
Suffered  a  loss  of  any  supplier  or  suppliers,  which  loss (individually  or in
the aggregate) has had, or may have, an adverse effect on its financial  condition,
results of operations, business, or prospects.

3.1.25.18.
Suffered  any  material  adverse  change  in  its  assets  or  liabilities, in its
condition, financial or otherwise, or in its business, properties, earnings or net worth.

3.1.26.
Insider Transactions.Attached hereto as Exhibit 3.1.26 and
incorporated by reference herein is a true, correct and complete list of the
following:

3.1.26.1.
The amounts and other  essential  terms of  indebtedness  or other obligations,
agreements, undertakings, liabilities or commitments (contingent or otherwise)  of Seller
to or from any past or present officer, director, member, stockholder  or any Person
related to, controlling, controlled by or under common control  with any of the foregoing
(collectively, Control Persons).

3.1.26.2.
All  transactions  between  each  Control  Person and Seller since Sellers  date of
incorporation, and all proposed or contemplated transactions with each  Control Person,
together with the essential terms thereof.

3.1.27.
Adverse Conditions.Seller has no knowledge of any present
or future condition, state of facts or circumstances which has affected or may
affect adversely the business of Seller or prevent Seller from carrying on its
business.

3.1.28.
Full Disclosure.This Agreement (including the Exhibits
hereto) does not contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements contained herein not
misleading. There is no fact known to Seller that is not disclosed in this
Agreement which materially adversely affects the accuracy of the representations
and warranties contained in this Agreement or Sellers financial condition,
results of operations, business, or prospects.

3.1.29.
Negotiations with Other Persons.Seller will not, and will
not permit others to, initiate, encourage the initiation by others, or
participate in any discussions or negotiations with any other Persons relating
to the sale or other disposition of any of the capital stock of Seller or any
assets of Seller, and will promptly notify the Buyer if any Person initiates
such discussions or negotiations with them or Seller.

3.1.30.
No Brokerage.Seller has not incurred any obligation or
liability, contingent or otherwise, for brokerage fees, finders fees,
agents commissions, or the like in connection with this Agreement or the
transactions contemplated hereby.

3.2.
Representations and Warranties of the Buyer.The Buyer
represents and warrants to Seller that:

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3.2.1.
Due Organization; Good Standing; Power.The Buyer is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Nevada. The Buyer has all requisite corporate power to
enter into this Agreement and to perform its obligations hereunder.

3.2.2.
Authorization and Validity of Documents.The execution,
acknowledgement, sealing, delivery, and performance of this Agreement by the
Buyer, and the consummation by the Buyer of the transactions contemplated
hereby, have been duly and validly authorized by the Buyer. This Agreement has
been duly executed, acknowledged, sealed and delivered by the Buyer and is a
legal, valid, and binding obligation of the Buyer, enforceable against the Buyer
in accordance with its terms, except as such enforceability may be limited by
general principles of equity, bankruptcy, insolvency, moratorium and similar
laws relating to creditors rights generally.

3.2.3.
Investment Intent.The Buyer is acquiring the Sellers
shares by way of merger for investment only, for the Buyers own account,
and not with a view to, for offer for sale or for sale in connection with, the
distribution or transfer thereof. The Sellers Shares are not being
purchased for subdivision or fractionalization thereof; and the Buyer has no
contract, undertaking, agreement or arrangement with any Person to sell,
hypothecate, pledge, donate or otherwise transfer (with or without
consideration) to any such Person any of the Sellers Shares which the
Buyer is acquiring hereunder, and the Buyer has no present plans or intention to
enter into any such contract, undertaking, agreement or arrangement.

3.2.4.
No Brokerage.The Buyer has not incurred any obligation or
liability, contingent or otherwise, for brokerage fees, finders fees,
agents commissions, or the like in connection with this Agreement or the
transactions contemplated hereby.

4.
Additional Covenants of the Parties  At the Closing on the Closing Date.

4.1.
Release by Directors.The Buyer shall receive the release
(the Release), in the form attached hereto as Exhibit 4.1 and
incorporated by reference herein, executed, acknowledged, sealed and delivered
by each of the individuals currently serving on the Sellers Board of
Directors (the Directors).

4.2.
Resignations of Officers and Directors of Seller.The
resignation of each of Sellers officers and directors effective at the
Closing on the Closing Date in the form attached hereto as Exhibit 4.2 and
incorporated by reference herein shall have been executed and delivered to Buyer
by each such officer and director.

5.
Indemnification.

5.1.
Indemnification by Seller. The Seller shall defend, indemnify and hold
harmless the Buyer, its officers, directors, stockholders, agents, servants and
employees, and their respective heirs, personal and legal representatives,
guardians, successors and assigns, from and against any and all claims, threats,
liabilities, taxes, interest, fines, penalties, suits, actions, proceedings,
demands, damages, losses, costs and expenses (including attorneys and
experts fees and court costs) of every kind and nature arising out of,
resulting from, or in connection with:

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5.1.1.
Any misrepresentation or breach by Seller of any representation or warranty
contained in this Agreement.

5.1.2.
Any nonfulfillment, failure to comply or breach by Seller of or with any
covenant, promise or agreement of the Seller contained in this Agreement.

5.2.
Indemnification by Buyer.Buyer shall defend, indemnify and
hold harmless the Seller and its respective heirs, personal and legal
representatives, guardians, successors and assigns, from and against any and all
claims, threats, liabilities, taxes, interest, fines, penalties, suits, actions,
proceedings, demands, damages, losses, costs and expenses (including
attorneys and experts fees and court costs) of every kind and nature
arising out of, resulting from, or in connection with:

5.2.1.
Any misrepresentation, omission or breach by Buyer of any representation or
warranty contained in this Agreement.

5.2.2
Any nonfulfillment, failure to comply or breach by the Buyer of or with any
covenant, promise or agreement of the Buyer contained in this Agreement.

6.
Termination of Agreement.

This
Agreement may be terminated as follows:

6.1
By Buyer:

6.1.1
Breach.If Seller shall have breached any covenant,
representation, warranty or agreement herein, Buyer shall have the right to
terminate this Agreement if Seller is unable to cure such breach within 5 days
after written notice of such breach is given to Seller by Buyer.

6.2
By Seller:

6.2.1
Breach.If Buyer shall have breached any covenant,
representation, warranty or agreement herein, Seller shall have the right to
terminate this Agreement if Buyer is unable to cure such breach within 5 days
after written notice of such breach is given to Buyer by Seller.

6.3
By Either Party:If mutually agreed or if the transaction
contemplated hereby is not closed by July 31, 2003.

6.4
Effects of Termination.Upon termination, this Agreement
shall be of no further force and effect, the parties shall have no further
duties to each other, and any proprietary or confidential information will be
delivered to the Party which delivered it.

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7.
Miscellaneous.

7.1.
Survival of Representations, Warranties, and Agreements.All of the representations, warranties, covenants, promises and agreements
of the parties contained in this Agreement (or in any document delivered or to
be delivered pursuant to this Agreement or in connection with the Closing) shall
survive the execution, acknowledgement, sealing and delivery of this Agreement
and the consummation of the transactions contemplated hereby.

7.2
Definitions.As used throughout this Agreement, the
following terms have the following meanings:

Affiliate
has the meaning ascribed to such term in Rule 405 promulgated under the
Securities Act, as such rule is in effect on the date hereof.

Person
means an individual, partnership, corporation, trust, unincorporated
organization, government, or agency or political subdivision of a government.

SEC
means the Securities and Exchange Commission, or any other Federal agency at the
time administering the Securities Act or the Exchange Act.

Securities
Act means the Securities Act of 1933, as amended, or any similar Federal
statute, and the rules and regulations of the SEC promulgated thereunder, all as
the same shall be in effect at the relevant time.

7.3
Notices.All notices, requests, demands, consents, and
other communications which are required or may be given under this Agreement
(collectively, the Notices) shall be in writing and shall be given
either (a) by personal delivery against a receipted copy, or (b) by certified or
registered U.S. mail, return receipt requested, postage prepaid or (c) by
facsimile transmission to a partys fax number listed below, to the
following addresses:

|(i) |  | If
to Seller:
|--- |  | -------------

| | Western
Gold Resources, Inc.Attn:  Roy Shipes
8040 S. Kolb Road,Tucson, AZ 8570
| | -------------------------------------------------------------------------------

|(ii) |  | If
to the Buyer:
|---- |  | ----------------

| | Atlas
Precious Metals, Inc.Attn: Gary Davis10920 W. Alameda, Suite 205Lakewood, Colorado
80226
| | ----------------------------------------------------------------------------------------------

| | with
a copy to:
| | ---------------

| | Nathan
L. Stone, Esq.Jackson Kelly PLLC1099 18th Street, Suite 2150rDenver, Colorado 80202
| | ------------------------------------------------------------------------------------------

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or to
such other address of which written notice in accordance with this Section 7.3
shall have been provided by such party. Notices may only be given in the manner
hereinabove described in this Section 7.3 and shall be deemed received when
given in such manner.

7.4.
Entire Agreement.This Agreement (including the Exhibits
hereto) constitutes the full, entire and integrated agreement between the
parties hereto with respect to the subject matter hereof, and supersedes all
prior negotiations, correspondence, understandings and agreements among the
parties hereto respecting the subject matter hereof.

7.5.
Assignability.This Agreement shall not be assignable by
any party hereto without the prior written consent of the other parties hereto;
provided, however, that the Buyer may, without the prior written consent of any
other party, assign its interest in this Agreement to any Affiliate of the Buyer
if such Affiliate undertakes to perform the Buyers obligations hereunder
that shall have been so assigned, and upon, from and after such assignment the
Buyer shall have no further liabilities, obligations or duties in respect of the
rights, obligations and duties so assigned.

7.6.
Binding Effect; Benefit.This Agreement shall inure to the
benefit of and be binding upon the parties hereto, each other Person who is
indemnified under any provision of this Agreement, and their respective heirs,
personal and legal representatives, guardians, successors and, in the case of
Buyer, its permitted assigns. Nothing in this Agreement, express or implied, is
intended to confer upon any other Person any rights, remedies, obligations, or
liabilities.

7.7.
Severability.Any provision of this Agreement which is held
by a court of competent jurisdiction to be prohibited or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability, without
invalidating or rendering unenforceable the remaining provisions of this
Agreement.

7.8.
Amendment; Waiver.No provision of this Agreement may be
amended, waived, or otherwise modified without the prior written consent of all
of the parties hereto. No action taken pursuant to this Agreement, including any
investigation by or on behalf of any party, shall be deemed to constitute a
waiver by the party taking such action of compliance with any representation,
warranty, covenant or agreement herein contained. The waiver by any party hereto
of a breach of any provision or condition contained in this Agreement shall not
operate or be construed as a waiver of any subsequent breach or of any other
conditions hereof.

7.9.
Section Headings.The section and other headings contained
in this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.

7.10.
Counterparts.This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original and all of
which together shall be deemed to be one and the same instrument.

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7.11.
Applicable Law.This Agreement is made and entered into,
and shall be governed by and construed in accordance with, the laws of the State
of Colorado.

7.12.
Remedies.The parties hereto acknowledge that the
Sellers Shares are unique; that any claim for monetary damages may not
constitute an adequate remedy; and that it may therefore be necessary for the
protection of the parties and to carry out the terms of this Agreement to apply
for the specific performance of the provisions hereof. It is accordingly hereby
agreed by all parties that no objection to the form of the action or the relief
prayed for in any proceeding for specific performance of this Agreement shall be
raised by any party, in order that such relief may be expeditiously obtained by
an aggrieved party. All parties may proceed to protect and enforce their rights
hereunder by a suit in equity, transaction at law or other appropriate
proceeding, whether for specific performance or for an injunction against a
violation of the terms hereof or in aid of the exercise of any right, power or
remedy granted hereunder or by law, equity or statute or otherwise. No course of
dealing and no delay on the part of any party hereto in exercising any right,
power or remedy shall operate as a waiver thereof or otherwise prejudice its
rights, powers or remedies, and no right, power or remedy conferred hereby shall
be exclusive of any other right, power or remedy referred to herein or now or
hereafter available at law, in equity, by statute or otherwise.

7.13.
Further Assurances.The Seller hereby agrees to execute,
acknowledge, seal and deliver, after the date hereof, without additional
consideration, such further assurances, instruments and documents, and to take
such further actions, as the Buyer may request in order to fulfill the intent of
this Agreement and the transactions contemplated hereby.

The
parties have executed and delivered this Agreement under seal, with the
intention of making it a sealed instrument, on the date first above written.

|Seller:WESTERN GOLD RESOURCES, INC.By:/s/ Harold R. Shipes
     Harold R. Shipes
     President | Buyer:ATLAS MINERALS INC.
By: /s/ Gerald Davis
      Gerald Davis
      President
|----------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------

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