Exhibit 10.13

# OPTION
AGREEMENT

THIS
OPTION  AGREEMENT is entered into and effective this 4th day of September,  2002 by and
between  Western Gold  Resources,  Inc., a Florida corporation, ("Optionor")
and Atlas Minerals Inc. (Optionee").

# RECITALS

|A. |  | Optionor
is the sole owner of the Estrades  Mine in Quebec,  Canada (the real,  personal and
intangible  property  comprising  such mine is referred to herein as the
"Mine").
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|B. |  | Optionee
is considering purchasing the Mine by way of merger and desires an option to accomplish
due diligence, obtain  financing and other matters, which could lead to such purchase.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|C. |  | All
references herein to "Dollars" or "$" shall mean United States
Dollars unless otherwise indicated.
|-- |  | ------------------------------------------------------------------------------------------------------

In
consideration of the following covenants, agreements and promises, the parties
agree as follows:

The
Option

Optionor
hereby grants Optionee an Option (theOption) to purchase the Mine in
accordance with the terms of this Option Agreement and substantially in
accordance with the terms and conditions of the Agreement and Plan of Merger
attached hereto as Exhibit A. The Option will be exercised by Optionee by
delivery of written notice of same to Optionor prior to its termination.

Option
Period

The
term of the Option shall be 120 days from the date hereof , unless a lesser or
greater term shall be agreed upon by the parties.

Option
Price

The
price to be paid by Optionee to Optionor for the Option at signing shall be
$25,000.00 in cash. Part of the $25,000.00 cash payment may, at Optionors
discretion be used to purchase all of the shares of Orivillers Resources, which
holds a 30% participation interest in cash flow from the Estrades property
following full recovery of all capital invested in the property

Merger
Consideration

The
merger consideration to be paid for all of the assets comprising the Mine under
the Option shall be:

a.
$150,000.00  by wire  transfer to Optionor's account at closing, and

b.
13,800,000 shares of common stock of Optionee (1.2 Optionee shares for each of
the 11,550,000 shares of Optionor) less 100,000 shares in consideration of the
$25,000.00 cash paid to the Optionor at signing.

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c.
The parties agree that as additional consideration for the purchases hereby,  the  sum of
$10,000.00 per month will be paid to Harold R. and Eileen A. Shipes (the  Shipes)
for a period of ten years, for which the Shipes will  dedicate 50% of their time to the
affairs of Optionee as required, at no  additional compensation., Harold R. Shipes will
forego any and all directors and  committee fees associated with his position as a
director of Optionee in  exchange for the payments to be made under this paragraph.

Agreement
and Plan of Merger

Attached as
Exhibit A is a copy of the Agreement and Plan of Merger between Optionor and
Optionee. The parties agree that they are prepared to accept Exhibit A as the
form to reflect the exercise of the Option and purchase of Optionor and the Mine
hereunder. The parties each agree to negotiate in good faith and deal with each
other fairly to prepare a definitive Agreement and Plan of Merger (the
Definitive Agreement) substantially in conformance with Exhibit A,
and, provided the parties successfully agree to the Definitive Agreement, to
close this transaction promptly thereafter.

Exclusive
Dealing

Until the
later of (i) 120 days after the signing of this Agreement, or (ii) the date that
we mutually agree to terminate the transactions contemplated hereby:

|(1) |  | Optionor,
its officers directors and agents, will not directly or indirectly,  through any
representative or otherwise, solicit or entertain offers  from, negotiate with or
in any manner encourage, discuss, accept, or consider any proposal of any other
person relating to the acquisition of the  Optionor or an interest in the Estrades property,
in whole or in part;  and
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|(2) |  | Optionor
will immediately notify Optionee regarding any contact between it or  its representatives
and any other person regarding any such offer or  proposal or any related inquiry
including full and complete disclosure of all  details regarding such contact.
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Disclosure

IT
IS UNDERSTOOD AND AGREED THAT BECAUSE OPTIONEES SHARES ARE PUBLICLY TRADED
IN THE UNITED STATES, IT HAS TO DISCLOSE THE DETAILS OF THIS TRANSACTION TO U.S.
SECURITIES REGULATORS, ITS STOCK EXCHANGES, ITS ADVISORS AND POTENTIAL
INVESTORS, AND THE INVESTING PUBLIC, BUT THAT UNAUTHORIZED DISCLOSURE BY
OPTIONORCOULD CAUSE HARM TO OPTIONEE UNDER APPLICABLE SECURITIES LAWS AND LAWS
OF SIMILAR APPLICATION. THEREFORE, EXCEPT AS AND TO THE EXTENT REQUIRED BY LAW,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OPTIONEE, OPTIONOR WILL NOT, AND IT
WILL DIRECT ITS REPRESENTATIVES NOT TO, MAKE, DIRECTLY OR INDIRECTLY, ANY PUBLIC
COMMENT, STATEMENT, OR COMMUNICATION WITH RESPECT TO, OR OTHERWISE TO DISCLOSE
OR TO PERMIT THE DISCLOSURE OF THE EXISTENCE OF DISCUSSIONS REGARDING A
TRANSACTION BETWEEN OPTIONEE AND OPTIONOR OR ANY OF THE TERMS, CONDITIONS, OR
OTHER ASPECTS OF THE TRANSACTION CONTEMPLATED HEREBY. IF OPTIONOR IS REQUIRED BY
LAW TO MAKE ANY SUCH DISCLOSURE, IT FIRST MUST PROVIDE TO OPTIONEE THE CONTENT
OF THE PROPOSED DISCLOSURE, THE REASONS THAT SUCH DISCLOSURE IS REQUIRED BY LAW,
AND THE TIME AND PLACE THAT THE DISCLOSURE WILL BE MADE AND AFFORD OPTIONEE A
REASONABLE OPPORTUNITY TO COMMENT UPON AND REQUEST CHANGES IN THE DISCLOSURE.

Due
Diligence

It is
understood and agreed that Optionee will be entitled to conduct a full due
diligence review of the property, business, assets, liabilities, financial
condition and affairs of Optionor and its Subsidiary. Optionor will cooperate
fully with Optionee in this endeavor and will provide access to Optionee, its
attorneys, accountants and representatives to the property, books, records and
financial data of Optionor and the Subsidiary.

Conditions

The
exercise of the Option and consummation of the transactions contemplated hereby
shall be subject to: (i) the approval of the Board of Directors and shareholders
of Optionee, in their respective sole discretions, (ii) Optionee being able to
obtain either debt or equity financing on terms and conditions satisfactory to
Optionee, (iii) any regulatory approvals and (iv) completion of due diligence
satisfactory in all respects to Optionee.

Costs

Each
party will be responsible for and bear all of its own costs and expenses
(including any brokers or finders fees and the expenses of its
representatives) incurred at any time in connection with pursuing or
consummating the transaction contemplated hereby.

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Binding
Effect

It
is the express intention of the parties that the provisions of this Option
Agreement are binding on the parties upon execution, and supersede all prior
oral or written agreements, understandings, representations and warranties, and
courses of conduct and dealing between them on the subject matter hereof. Except
as otherwise provided herein, the provisions of this Option Agreement may be
amended or modified only in writing executed by both parties.

Governing
Law

This
Option Agreement will be governed by and construed under the laws of the State
of Colorado without regard to conflicts of laws principles.

Confidentiality

Any
proprietary or confidential information disclosed by a party to the other, will
be kept confidential and not disclosed to third parties. If this Agreement is
terminated for any reason, each party will deliver to the other the proprietary
and confidential information received by it during the course of this
transaction which information shall remain the property of the party disclosing
it; provided that any engineering, geological or other technical information
generated by Optionees due diligence will be disclosed to Optionor and may
be used by it in its operations, subject to the other confidentiality provisions
of this Agreement. The foregoing restrictions shall not apply to disclosure
mandated by federal or state securities laws, order of any court or other legal
compulsion or if disclosed in the public domain by a third-party or other means
beyond the control of a party.

Counterparts

This
Option Agreement may be executed in one or more counterparts, each of which will
be deemed to be an original and all of which, when taken together, will be
deemed to constitute one and the same agreement.

Time
of the Essence

Time
is of the essence in this Option Agreement. Each party will use its best efforts
to accomplish the transactions contemplated hereby as expeditiously as possible.

|WESTERN GOLD RESOURCES, INC.By:/s/ H.R. (Roy) Shipes
     H.R. (Roy) Shipes
     President and CEO | ATLAS MINERALS INC.
By: /s/ Gerald E. Davis
      Gerald E. Davis
      President and CFO
|-------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------

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EXHIBIT
A

AGREEMENT
AND PLAN OF MERGER

by
and among

WESTERN
GOLD RESOURCES, INC.a
Florida corporation, and

ATLAS
MINERALS INCa
Colorado corporation

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AGREEMENT
AND PLAN OF MERGER

THIS
AGREEMENT AND PLAN OF MERGER (this Agreement), dated this _____ day
of __________ 2002, is by and among WESTERN GOLD RESOURCES, INC., a Florida
corporation (Seller), whose address is 8040 Kolb Road, Tucson, AZ
85706
____________________________________________________________________________,
and ATLAS MINERALS INC., a Colorado corporation (Buyer), whose
address is 10920 W. Alameda Ave., Suite 205, Lakewood, CO 80226.

RECITALS:

A.
Seller and Buyer have previously entered into an Option Agreement in which Seller agreed
to sell the  Estrades Mine to Buyer on certain terms and conditions; and

B.
To complete such acquisition, the respective Boards of Directors of Buyer and
Seller have or will have approved the merger of Seller with and into Buyer (the
Merger), pursuant to and subject to the terms and conditions of this
Agreement and Plan of Merger.

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. As soon as practicable after the execution of this
Agreement, Seller and Buyer shall duly call, notice and hold a meetings of their
respective shareholders entitled to vote to approve the Merger under the Florida
Business Corporation Act (Florida law) and the Colorado Business
Corporation Act, as amended (the Colorado Law) respectively. Unless
deemed unnecessary by the parties, the parties will prepare file and obtain
effectiveness of a registration statement on Form S-4 with the SEC, and will
file and obtain effectiveness, as appropriate, registrations with state
securities authorities, for the securities to be issued in the transactions
contemplated by this Agreement. The parties will cooperate with each other and
use their best efforts in making such filings and obtaining effectiveness
thereof.

(b)
Merger. At the Effective Time (as defined in Section 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).

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(c)
Certificate of Merger. Subject to the provisions of this Agreement,
Articles 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 Colorado Secretary of State in accordance with Colorado Law and filed with
the Florida Secretary of State, respectively. The Merger shall become effective
upon the latest filing of the Articles 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, Aggregate Number of Fully Diluted Shares
shall be equal to the sum of:

(1)
the number of shares of Common Stock outstanding immediately prior to the Effective Time;
and

(2)
the  number of shares of Common  Stock  issuable  upon the  exercise  of any  Seller
options  ("Options")  outstanding immediately prior to the Effective Time
(whether or not such Options are then exercisable);

(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.

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(g)
Options.Seller shall take all necessary actions to provide that as of
the Effective Time no holder of Options will have any right to receive shares of
common stock of the Surviving Corporation or Buyer or any affiliate of Buyer
upon the conversion or exercise of any such Option. Seller shall take all
necessary action such that, at the Effective Time, each holder of an outstanding
option granted pursuant to the Option Plan (the Option Plan) to
purchase shares of Seller Stock (collectively, the Seller Options)
shall have no rights with respect to the Seller Options other than the right to
receive, in lieu of the shares of Seller Stock therefor issuable on conversion
of such Seller Options, an amount equal to the excess of (i) the per share
cash consideration over (ii) the exercise price per share of such Seller Option.
In lieu of the foregoing formulation, Seller may permit cashless exercise of the
Seller Options, to the extent permitted by the Seller Option Plan, provided that
the net economic effect is the same to Seller as payment provided pursuant to
the preceding sentence.

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

(a)
The Closing Amount of $150,000.00 shall be paid at Closing by wire transfer to
the Sellers account; and

(b)
At Closing, 13,700,000 shares of Buyer, will be delivered to Seller to be
distributed to shareholders and option holders of Seller in accordance with
their respective entitlements to the Per Share Consideration.

1.3.
Adjustments to Merger Consideration. The Merger Consideration shall be
adjusted as follows to reflect proration or credit of items customarily prorated
or credited in transactions of this type, such as property taxes, rents,
deposits and other deferred amounts or obligations.

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, the officers
of Buyer immediately prior to the Effective Time shall be the officers 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 et seq. 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 607.1302
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 the law offices of Moye, Giles,
OKeefe, Vermeire & Gorrell on _______ 2002, at ____ oclock _.m.
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.

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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.

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 11,550,000 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. [Except
for options listed on Exhibit 3.1.5,] 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 (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. Seller 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.

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3.1.11.Financial Statements; Undisclosed Liabilities. Attached hereto as Exhibit 3.1.11.1 and
incorporated by reference herein are copies of Sellers audited balance sheets as
of December 31, 2001 Sellers audited Statement of Operations and Retained Earnings
for the years ended as of December 31, 1999, 2000 and 2001 and Sellers audited
Statement of Changes in Financial Position for the years ended as of , 1999, 2000 and
2001 (hereinafter collectively referred to as the Financial Statements),
together with the unqualified opinion thereon of Addison & Gadea P.C., independent
certified public accountants. Attached hereto as Exhibit 3.1.11.2 and incorporated by
reference herein are copies of Sellers unaudited balance sheets as of _____. Sellers
unaudited Statement of Operations and Retained Earnings for the periods ended as of
_____. Sellers unaudited Statement of Changes in Financial Position for the
periods ended as of _________ (hereinafter collectively referred to as the Interim
Statements). The Financial Statements and the Interim Statements are in accordance
with the books and records of Seller, are 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 the Interim
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 and the Interim
Statements. All prepaid items set forth in Sellers Financial Statements and
Interim Statements have been properly accrued.

3.1.12.
Tax Matters. Seller has duly and timely filed with all appropriate Governmental
Agencies, all tax returns, information returns, and reports required to be filed  by
Seller. Except for accruals for payroll taxes payable, income taxes payable,  and
deferred taxes as set forth in Sellers Balance Sheet as of December  31, 2001
(collectively, the Accrued Taxes), 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. Complete and correct  copies of (a) the income tax returns of Seller
for Sellers three fiscal  years ending 12/31/99, 12/31/00, and 12/31/99 as filed by
Seller with the  Internal Revenue Service (the IRS) and all state taxing
authorities  (collectively, the Returns), (b) all audit reports received by
Seller during the last five years and issued by the IRS or any state taxing  authorities,
and (c) all consents and agreements entered into by Seller during  the last five years
with the IRS or any state taxing authorities (collectively,  the Tax Agreements)
are collectively attached hereto as Exhibit  3.1.12 and incorporated by reference herein.
All information reported on the  Returns is true, accurate, and complete. 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). All  federal
income tax returns required to be filed by Seller have either been  examined by the IRS,
or the period during which any assessments may be made by  the IRS has expired without
waiver or extension for all years through  Sellers fiscal year ended _______, and
any deficiencies or assessments  claimed or made have been paid, settled, or fully
provided for in the Financial  Statements. 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.

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3.1.13.Accounts Receivable; Accounts Payable. Seller's accounts receivable reflected on Sellers
Balance Sheet as of ________ (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.

3.1.14.1Mining 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 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:

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 has been  conducted in
accordance with good miner 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.

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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).

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  $5000in any one instance or in excess of
25,000.00 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 3.1.18.7, 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, or
guaranteeing, indemnifying or otherwise becoming liable  for the obligations or
liabilities of any other Person.

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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
having a cost in excess of $5,000.00, or the  incurrence of any other capital expenditure
involving payments in excess of  $25,000.00.

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
$5,000.00, or have a term of more  than 12 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. Neither Seller, nor Seller has any
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,
Seller or any other party to any of the Commitments pursuant to any of the
Commitments have been paid in full through August 31, 2002 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.

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. Neither Seller nor Seller has any 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.

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3.1.20.Benefit Plans. For purposes of the representations and warranties set forth below in
this Section 3.1.20, the term Benefit Plans is defined broadly to include
(i) 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.

3.1.20.1.
Exhibit 3.1.20.1 attached hereto and incorporated herein describes all  Benefit Plans
maintained by Seller and identifies whether or not each of such  Benefit Plans is funded
(i) by an insurance contract, (ii) out of the general  assets of the business, or (iii)
by a trust or other funding medium. No other  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; all such
Benefit Plans are  currently in full force and effect, and comply with all applicable
agreements,  arrangements and understandings between Seller and its employees; all
contributions, premiums and other payments due in respect of such Benefit Plans  have
been paid; and all such Benefit Plans comply with all applicable Laws.  Seller is in
compliance with the requirements of all such Benefit Plans, and no  condition presently
exists which, with the passage of time, would cause any such  Benefit Plan to be in
noncompliance with any applicable Law, or Seller to be in  noncompliance with any
provisions of any such Benefit Plan.

3.1.20.2.
With respect to each Benefit Plan, Seller has complied with all reporting  and disclosure
obligations under applicable Law, and all documents and report  forms submitted for such
purposes are complete and accurate in all material  respects.

3.1.20.3.
With respect to each Benefit Plan: (i) no prohibited transaction has occurred;  (ii) each
Benefit Plan is in conformity with applicable Law; (iii) Seller is not  in default in any
material respect in performing any of its contractual or legal  obligations; (iv) all
Persons having any fiduciary responsibility are in  compliance in all material respects
with the applicable provisions of any  applicable Law; (v) there has not been a breach of
any fiduciary duty; (vi)  there are no pending ruling requests or appeals (either formal
or informal),  investigations, or audits by or before any Governmental Agency; and (vii)
there  is no claim, demand, suit, proceeding or cause of action pending, or threatened
with respect to any Benefit Plan, and there is no liability except for  reasonable and
customary administrative expenses and benefits payable pursuant  to the terms of each
Benefit Plan.

3.1.20.4.
Exhibit 3.1.20.4 attached hereto and incorporated by reference herein  describes any
reduction in benefits provided under any Benefit Plan which has  been made by Seller
within five years prior to the Closing Date.

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3.1.20.5.
Except for the payment of non-forfeitable benefits under a pension or  profit sharing
plan or as prohibited by any applicable Law, there are no  restrictions on the Buyers
right to terminate or decrease the level of  benefits under any Benefit Plan after the
Closing Date, without further  liability to any present or former employee.

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 have
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 10 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 3.1.23.1.

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 3.1.23.4 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  3.1.23.5  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 3.1.24 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.

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3.1.23.Books and Records; Fiscal Year; Method of Accounting. 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 ____ as its taxable year, and has consistently used the cash method as
its method of accounting for tax purposes.

3.1.24Bank Accounts and Safe Deposit Arrangements. Attached hereto as Exhibit 3.1.26 and
incorporated by reference herein is a true, correct and complete list of each checking
account, savings account and other bank account and safe deposit box maintained by
Seller, and the names of all persons authorized to withdraw funds or other property
from, or otherwise deal with, such accounts and safe deposit boxes.

3.1.25.Absence of Certain Changes or Events. Since December 31, 2001, 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 $^
in amount.

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 _________.

3.1.25.3.
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.

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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 $5,000.00 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.

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.

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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 Buyer 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 or
Seller which 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 Seller 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.

3.1.31No Shareholder Debt. As of the Closing Date, Seller shall have no outstanding debt,
accounts, or liabilities to shareholders or its affiliates.

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

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 Colorado. 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.

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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.
Opinion of Counsel to Seller., Counsel to the Seller, shall deliver to
the Buyer a written opinion, dated the Closing Date, in substantially the form
attached hereto as Exhibit 4.1 and incorporated by reference herein.

4.2.
Opinion of Counsel to Buyer. Counsel to the Buyer, shall deliver to the
Seller a written opinion, dated the Closing Date, in substantially the form
attached hereto as Exhibit 4.2 and incorporated by reference herein.

4.3.
Release by Directors. The Buyer shall receive the release (the
Release), in the form attached hereto as Exhibit 4.3.1 and
incorporated by reference herein, executed, acknowledged, sealed and delivered
by each of the individuals (the Directors) listed in Exhibit 3.8
attached hereto and incorporated by reference herein.

4.4.
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 4.4.1 and incorporated by reference
herein shall have been executed and delivered to Buyer by each such officer and
director.

4.5
Consulting Agreement. At Closing, Buyer will enter into the Consulting
Agreement attached as Exhibit 4.5 with Harold R. and Eileen Ships.

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:

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

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5.1.3.
Any act, failure to act or omission prior to the Closing Date by any  Participant.

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:

6.1.1Due Diligence. The Buyer shall have a period of __ days after execution of this
Agreement to complete its due diligence review of Seller, if Buyer has not
completed its due diligence under the Option Agreement entered into previously by the
parties. If Buyer, in its sole discretion, determines that it does not want to proceed
with the transaction, then it will give Seller written notice of such fact and this
Agreement will terminate immediately.

6.1..2Breach. 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 __ days after written notice of such breach is given to Seller
by Buyer.

6.2
By Seller:

6.2.1Breach. 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 __ 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 December 31, 2002.

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, 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.8040 Kolb RoadTucson, AZ 85706H. R. Shipes, CEO
| | ---------------------------------------------------------------------------

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

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

| | Atlas
Minerals, Inc.c/o Gary Davis10920 W. Alameda, Suite 205Lakewood, Colorado  80226
| | --------------------------------------------------------------------------------------

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

| | Richard
F. MauroMoye, Giles, OKeefe, Vermeire & Gorrell  LLP1225 17th Street, 29th Floor
Denver, Colorado 80202
| | ----------------------------------------------------------------------------------------------------------------

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.

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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.

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 jointly and severally agree 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.

|WITNESS: | Seller:
|-------- | -------

| | (SEAL)
| | ------

| | (SEAL)
| | ------

| | (SEAL)
| | ------

| | Buyer:
| | ------

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ATTEST:

| | By:         
          (SEAL)
| | -----------------------------

Secretary        
       President

STATE OF
COLORADO                   )
                  
           
                  
            )    ss:
COUNTY OF _________________   )

I
HEREBY CERTIFY that on this __________ day of __________ 200_ before me, the
subscriber, a Notary Public of the State of Colorado in and for the County
aforesaid, personally appeared _________, known to be (or satisfactorily
proven), who acknowledges that he/she executed the aforegoing instrument for the
purposes therein contained.

AS
WITNESS my hand and Notarial Seal.

________________________________________
Notary Public

STATE OF
COLORADO                   )
                  
           
                  
            )    ss:
COUNTY OF _________________   )

I
HEREBY CERTIFY that on this _______ day of __________, 200_, before me, the
subscriber, a Notary Public of the State of Colorado in and for the County
aforesaid, personally appeared __________, known to be (or satisfactorily
proven), who acknowledges that he/she executed the aforegoing instrument for the
purposes therein contained.

AS
WITNESS my hand and Notarial Seal.

________________________________________
Notary Public

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