PREINCORPORATION SUBSCRIPTION AGREEMENT

1. WHEREAS, it is contemplated that a corporation hereinafter referred
to as proposed corporation will be organized for the purpose of
engaging general business of mining and mineral exploration operations,
and all necessary of The Gold Ore Mining Company, pursuant to the terms
of agreements to be entered activities relating thereto, and to confine
such operations to holdings or situations into between said proposed
corporation as Lessee, and the said The Gold Ore Mining Company as
Lessor, and

2. WHEREAS, it is contemplated that said proposed corporation will
have an authorized capitalization consisting of 10,000 shares of
common No Par Value stock, and' the corporate name of
________________________________________ and

3. WHEREAS, it is contemplated that said proposed corporation shall
qualify under Code Section 1371-1377 of the 1954 Internal Revenue Code
as a Tax Option corporation for the purpose of reporting its annual
operations to the Internal Revenue Service in the manner as followed
by co-partnerships, thus said proposed corporation will pay no income
tax instead each of the proposed corporation's stockholders will include
in his personal tax return his proportionate share of the Net Taxable
Income (or loss) figure that will appear in said proposed corporation's
annual operation information that it files with the Collector of Internal
Revenue and

4. WHEREAS, included in the requirements to qualify as a Tax: Option
corporation are the following qualifications of the proposed corporations
stockholders: (a) that the proposed corporation can have no non-resident
alien stockholders (b) that total stockholders cannot exceed ten (10); (c)
that only individuals or estates can be stockholders (d) that all stockholders
must sign the proper form consenting to the proposed corporation attaining
a. Tax: Option status (e) that any new stockholder, resulting from replacement
or addition to the original group, as required to sing the consent forms
the proposed corporation's Tax Option status. Failure to maintain the con-
sent of 100 per cent of the stockholders to the proposed corporation's Tax
Option status automatically restores the proposed corporation to the regular
corporate classification of reporting its annual operations to the Internal
Revenue Service, and a renewal of its Tax Option status cannot be again
obtained within 5 years and

5. WHEREAS, the nature of said proposed corporation's activities
during an initial indeterminate period of its existence, in performing under
the lease agreements, will be exclusively that of exploration, rehabilitation
and development with the attendant disbursement of its capital in defraying the
costs thereof, there being no income of any nature expected during this initial
period, and

6. WHEREAS, the nature of the proposed corporation's operating
expenditures under the lease agreement, will be substantially if not entirely
properly classified as exploration and development expense and thus fully
quailfied as tax deductible expenditures for mine exploration and development,
allowed under Section 615 (a) (c) and Section 616 of the Internal Revenue Code,
up to the amount of $400,000.00 and

7. WHEREAS. through the combination of the Tax Option election as
outlined in Paragraph 3, and the tax deductible expenditures as set out in
Paragraph 6 hereof said proposed corporation will report in its fiscal year
information return to the Collector of Internal Revenue an operating loss and
each stockholder of the proposed corporation will have passed on to him his
proportionate share of such operating loss to be used as a tax deductible
expense item in the computation of his individual tax liability and

8. WHEREAS. each of the undersigned desires to subscribe for the shares of
said proposed corporation in the amount as set out below.

9. NOW, THEREFORE, the undersigned, in consideration of the premises and in
consideration of the promises of each to each other herein setforth, do
hereby severally subscribe for the No Par Value common stock of
said proposed corporation in the amount as set out below and do hereby
severally agree with each other and with said proposed corporation that
they will accept and pay the purchase price for such shares in cash at the
time and in the amounts set forth in Paragraph 14 below, in accordance with
this agreement.

10. It is mutually agreed that C. W. Turner shall determine all matters
in connection with the incorporation of said proposed corporation, to fully
complement the intended Tax Option status, including form and content of the
Articles of Incorporation, Bylaws and application to the necessary
governmental bodies for permit to issue stock of said "proposed corporation
that the consultations with legal and tax counsel by C. W. Turner, to the
extent he deems necessary in performing this work, is mutually approved.

11. It is further agreed that all costs and expenses in connection with
the said pre-incorporation and incorporation activities, including the drafting
of this document, shall be charged to and paid by said proposed corporation
and that as compensation to C. W. Turner for services under this agreement
and to be rendered to said corporation in a management consultant capacity,
a fee equal to 10 per cent of the total capital paid into the proposed
corporation under this agreement shall be paid to C. W. Turner at the times
that such capital is received by the corporation and that the corporation
shall reimburse C. W. Turner for any such costs paid by him upon his
presentation to said proposed corporation of a paid invoice that will
substantiate such reimbursement expenditure.

12. It is further agreed that within ten days after receiving notice from
C. W. Turner that the necessary permit to issue stock has been received by
the proposed corporation, a copy of said permit to be delivered with said
notice, the undersigned will pay into the treasury of said proposed
corporation in cash in payment for stock, all of his total commitment
subscribed to herein.

Subscriber
Name
Name

13. Each of the contracting parties does hereby severally agree with
each other and with the said proposed corporation to sign the necessary
consent forms to allow the corporation to attain a Tax Option status and
to continue such consent until such time as the corporation's Board of
Directors shall vote its termination.  Each party also severally agrees
with each other and with said proposed corporation that he will not
dispose of or transfer his interest herein or any part thereof if such
disposal shall terminate the corporation I S Tax Option status. and each
party hereto declares that he is a United States citizen.

14. It is further agreed that the Board of Directors of said proposed
corporation will be able to expand or contract its membership from three to
eleven by a majority vote of said Board, and that the first meeting of said
Board shall be held as soon as the said corporation is formed and it has
qualified it self to do business that at said meeting, the outlining of
policy and the delegation of authority to carry out said policy shall be
accomplished.

This Agreement may be executed in any number of counterparts which,
taken together, shall constitute the same agreement.