Exhibit 10.2

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT  AGREEMENT (this "Agreement") is dated as of July 1st, 2013
(the  "Effective  Date"),  and  is by  and  between  Tungsten  Corp.,  a  Nevada
corporation (the "Corporation"), and Douglas Oliver (the "Executive").

     WHEREAS, the Corporation desires to employ the Executive, and the Executive
desires to be employed by the  Corporation  and to render services to it, on the
terms and subject to the conditions in this Agreement.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  the  respective
undertakings  of  the  Corporation  and  the  Executive  set  forth  below,  the
Corporation and the Executive agree as follows:

     1. EMPLOYMENT. The Corporation hereby employs the Executive in the position
of Vice  President,  and the  Executive  accepts such  employment  and agrees to
perform  services for the  Corporation,  for the period and upon the other terms
and conditions set forth in this  Agreement.  As Vice  President,  the Executive
shall  be  responsible   for:  (i)  the  day-to-day   field  operations  of  the
Corporation;  (ii) assisting the President  with the  development of a strategic
course of  direction  for the  Corporation;  (iii)  developing  a strong team of
managers  for the field  operations  of the  Corporation  reporting  to the Vice
President and ensuring that each have a competent  replacement;  (iv) developing
an annual  operating  plan for the field  operations  of the  Corporation  to be
submitted  to the  President;  and (v) such other  duties,  consistent  with the
Executive's  position,  as the President may delegate to the Executive from time
to time.

     The Executive shall report to the President.

     The  Executive  shall devote  sufficient  business  time and efforts to the
performance of the Executive's duties and responsibilities  under this Agreement
and to the business and affairs of Corporation, its subsidiaries and affiliates.
The Executive may engage in personal,  charitable,  professional  and investment
activities to the extent such activities do not materially conflict or interfere
with  the  Executive's  duties  and  obligations  under  this  Agreement  or the
Executive's  ability to  perform  his  duties  and  responsibilities  under this
Agreement.  The  Corporation  recognizes that the Executive is not employed on a
full time basis and has outside  business  interests  whereby the  Executive may
serve in the capacity of officer and/or  director of other public and/or private
entities pursuant to Section 6.

     2. TERM. The "Term" shall,  unless sooner terminated as provided herein, be
a period of two (2) years  commencing  on the  Effective  Date and ending at the
close of business on the day before the second anniversary of the Effective Date
(day before the second  anniversary  of the Effective Date is referred to as the
"Initial Extension Date").  Notwithstanding the preceding  sentence,  on Initial
Extension Date and on each annual anniversary of the Initial Extension Date (the
Initial Extension Date and each annual anniversary  thereof is referred to as an
"Extension  Date"),  the Term shall be automatically  extended through and shall
end with the close of business on the first (1st)  anniversary of that Extension
Date (for example, on the Initial Extension Date, the Period of Employment shall
be  automatically  extended  through the close of business on the day before the
third anniversary of the Effective Date),  unless at least sixty (60) days prior
to such Extension  Date, the Corporation or the Executive has provided the other
with written notice that the Term shall not be extended or further extended,  as
the case may be. The term "Term" shall include any extension thereof pursuant to
the preceding sentence.  Provision of notice that the Term shall not be extended
or further  extended,  as the case may be, shall not constitute a breach of this
Agreement, and shall not entitle the Executive to severance benefits pursuant to
Section 7.

                                       1
<PAGE>
     3. COMPENSATION.

     3.1 BASE SALARY. As compensation in full for the services to be rendered by
the Executive under this Agreement during the Term, the Corporation shall pay to
the  Executive  a base  salary  (the "Base  Salary")  at a monthly  rate of Four
Thousand  Dollars  ($4,000)  per  month,  which  Base  Salary  shall  be paid in
accordance with the Corporation's  normal payroll  procedures and policies.  The
Base Salary shall be subject to annual upward (but not downward)  adjustments as
shall be approved by the Compensation  Committee of the Board (the  "Committee")
based upon the extent of the Corporation and the Executive's activities.

     3.2 BONUS  COMPENSATION.  The  Corporation  shall pay the  Executive  bonus
compensation  in addition to the  Executive's  Base Salary as  determined by the
Committee.

     3.3  PARTICIPATION  IN BENEFIT PLANS.  During the Term, the Executive shall
also be entitled to participate in all employee benefit plans or programs of the
Corporation to the extent that his position,  title, tenure, salary, age, health
and other qualifications make him eligible to participate in accordance with the
terms of the applicable plans or programs.  The Corporation intends to implement
an employee stock option plan, and Executive shall be eligible to receive awards
of stock options,  restricted stock,  restricted stock units, stock appreciation
rights, performance units and performance shares or other equity awards pursuant
to the employee stock option plan or any other arrangements the Company may have
in effect from time to time.  The Board or the Committee  will  determine in its
discretion  the amount of any such award to  Executive  in  accordance  with the
terms of the employee stock option plan in effect at the time of grant.

     3.4 WITHHOLDING  TAXES.  The Corporation may withhold from any compensation
or other benefits  payable under this  Agreement,  all federal,  state,  city or
other  taxes  as  shall  be  required  to be  withheld  pursuant  to any  law or
governmental regulation or ruling.

     4. CONFIDENTIAL INFORMATION.  Except as provided below, the Executive shall
not,  during  the  Term or at any  time  thereafter,  divulge,  furnish  or make
accessible to anyone or use in any way (other than in the ordinary course of the
business  of  the   Corporation  or  any  of  its  respective   affiliates)  any
confidential  or secret  knowledge or information of the  Corporation  which the
Executive  has  acquired  or become  acquainted  with or will  acquire or become
acquainted  with prior to the termination of the period of his employment by the
Corporation  (including  employment  by the  Corporation  or any  affiliated  or
predecessor companies prior to the date of this Agreement), whether developed by
himself or by  others,  concerning  any trade  secrets,  confidential  or secret
designs,  processes,  formulae,  plans,  devices  or  material  (whether  or not
patented  or  patentable)  directly  or  indirectly  useful in any aspect of the
business of the Corporation,  any customer or supplier lists of the Corporation,
any confidential or secret  development or research work of the Corporation,  or
any other  confidential  information  or secret  aspects of the  business of the
Corporation.  The Executive  acknowledges that the above-described  knowledge or
information  constitutes  a unique and  valuable  asset of the  Corporation  and
represents a substantial investment of time and expense by the Corporation,  and
that any disclosure or other use of such knowledge or information other than for
the sole benefit of the  Corporation  and its  affiliates  would be wrongful and
would cause irreparable harm to the Corporation. Both during and after the Term,
the  Executive  shall  refrain from any acts or omissions  that would reduce the
value  of such  knowledge  or  information  to the  Corporation.  The  foregoing
obligations  of  confidentiality,  however,  shall not apply to any knowledge or
information  which is now  published  or which  subsequently  becomes  generally
publicly known,  other than as a direct or indirect result of the breach of this
Agreement by the Executive.  The foregoing  obligations of confidentiality shall
not, however,  limit the Executive's disclosure of information (1) to the extent
necessary to comply with government disclosure  requirements or other applicable

                                       2
<PAGE>
laws, (2) pursuant to subpoena or order of any judicial, legislative, executive,
regulatory  or  administrative  body,  or  for  the  Executive  to  enforce  the
Executive's rights under this Agreement,  (3) to employees,  advisors,  counsel,
financial  advisors and other third parties as may be necessary and  appropriate
in connection with the proper performance and enforcement of this Agreement; and
(4) pursuant to the Executive's normal reporting procedures as an executive of a
publicly  traded  company  (e.g.,  pursuant to  Sarbanes-Oxley  requirements  or
otherwise).

     5. VENTURES. If, during the Term, the Executive is engaged in or associated
with the planning or implementing of any project,  program or venture  involving
the  Corporation  and a third party or parties,  all rights with respect to such
project, program or venture shall belong to the Corporation.  Except as approved
by the Board,  the  Executive  shall not be  entitled  to any  interest  in such
project,  program  or  venture  or to any  commission,  finder's  fee  or  other
compensation  in  connection  therewith  other than the salary to be paid to the
Executive as provided in this Agreement.

     6. NONCOMPETITION COVENANT.

     6.1 AGREEMENT NOT TO COMPETE.  The Executive agrees that during the Term of
this  Agreement  and for a period  of six (6)  months  thereafter,  such six (6)
months not being  applicable  if the end of the Term is occasioned by a decision
by the Corporation not to renew the Agreement,  the Executive shall not, without
the written consent of the Board, directly or indirectly,  engage in competition
with the Corporation in any manner or capacity (e.g., as an advisor,  principal,
agent,  partner,  officer,  director,  stockholder,   employee,  member  of  any
association, or otherwise) in any phase of the business which the Corporation is
conducting  during the Term, as it relates to the  exploration,  development and
mining of tungsten, where tungsten is the main mineralization deposit; provided,
however,  that nothing  herein shall prevent the Executive  from  investing as a
less-than-five-percent (5%) stockholder in the securities of any company.

     6.2 SCOPE OF COVENANT.  The  obligations of the Executive under Section 6.1
shall  apply to any  geographic  area in which the  Corporation  has  engaged in
business during the Term.

     6.3  NON-SOLICITATION.  The Executive agrees that during the Term and for a
period of twenty-four  (24) months  thereafter,  he will not,  without the prior
written approval of the Board, hire, solicit or endeavor to entice away from the
Corporation or, following termination of the Executive's  employment,  otherwise
interfere  with the  relationship  of the  Corporation  with any employee of the
Corporation or one of its subsidiaries who earned annually $50,000 or more as an
employee of the  Corporation or one of its  subsidiaries  during the last twelve
months of the  Executive's own employment by the  Corporation,  or any person or
entity who was, within the then most recent prior 12-month  period,  a customer,
supplier or contractor of the Corporation or any of its affiliates.

     7. TERMINATION.

     7.1  TERMINATION  OF  EMPLOYMENT.   The   Executive's   employment  by  the
Corporation,  and the Term, may be terminated at any time during the Term by the
Corporation:  (1) with Cause (as such term is  defined  below),  or (2)  without
Cause, or (3) in the event of the Executive's  death, or (4) in the event of the
Executive's  Disability  (as  such  term  is  defined  below)  (in  the  case of
Disability,  the  termination  shall be  effective  ten (10) days  after  notice
thereof  is  given  to  the  Executive).   The  Executive's  employment  by  the
Corporation,  and the Term, may be terminated at any time during the Term by the
Executive,  on no  less  than  sixty  (60)  days  prior  written  notice  to the
Corporation.  After the  expiration  of the Term,  the  Board may  continue  the
employment of the  Executive  and the Executive may accept the  employment on an
at-will basis.

                                       3
<PAGE>
     7.2  BENEFITS  UPON  TERMINATION.  If  the  Executive's  employment  by the
Corporation is terminated  during the Term for any reason by the  Corporation or
by the  Executive,  or  upon  or  following  the  expiration  of the  Term,  the
Corporation  shall  have  no  further  obligation  to  make  or  provide  to the
Executive,  and the  Executive  shall have no further right to receive or obtain
from the Corporation, any payments or benefits except:

     (a)  the  Corporation  shall  pay the  Executive  (or,  in the event of his
          death, the Executive's estate) any Accrued Obligations; and

     (b)  if, during the Term (but not upon or following  the  expiration of the
          Term),  the  Executive's   employment  is  terminated  either  by  the
          Corporation  or the  Executive  due to the death or  Disability of the
          Executive,  by the  Corporation  other than for Cause (as such term is
          defined below), the Corporation  shall,  subject to the conditions set
          forth in the following  paragraph,  also pay the Executive (or, in the
          event of the Executive's  death,  the Executive's  estate) a severance
          benefit  equal  to  three  months  of  Base  Salary.  Subject  to  the
          conditions set forth in the following paragraph,  the aggregate amount
          of such  severance  benefit  shall be paid in a series of twelve  (12)
          substantially equal monthly installments (without interest,  with each
          installment  equal to approximately  1/12th of the aggregate amount of
          the severance  benefit)  commencing with the month following the month
          in which the Executive's  employment by the Corporation terminates and
          continuing for the following eleven months until paid in full (subject
          to the  Executive's  compliance  with the following  paragraph and the
          provisions of Section 6); and

     (c)  if, during the Term (but not upon or following  the  expiration of the
          Term),  the  Executive's  employment is terminated by the  Corporation
          without  Cause  (and,  in each case,  other than due to either (1) the
          Executive's death, or (2) a good faith determination by the Board that
          the Executive has a Disability), the Corporation shall, subject to the
          conditions  set  forth  in  the  following  paragraph,  also  pay  the
          Executive a one-time lump sum amount equal to three (3) months of Base
          Salary.

As a condition precedent to any Corporation obligation to the Executive pursuant
to Section  7.2(b) or (c) above,  the Executive  (or, in the event of his death,
the  Executive's  estate on behalf of the  Executive)  shall,  upon or  promptly
following  his  last  day  of  employment  with  the  Corporation,  provide  the
Corporation  with a valid,  executed,  written  Release (as such term is defined
below) (in a form provided by the  Corporation)  and such release shall have not
been revoked by the  Executive  pursuant to any  revocation  rights  afforded by
applicable law. The Corporation  shall have no obligation to make any payment to
the  Executive  pursuant  to  Section  7.2(b) or (c) above  unless and until the
Release  contemplated by this paragraph becomes  irrevocable by the Executive in
accordance with all applicable laws, rules and regulations.

The  Executive  agrees  that the  payments  contemplated  by  Section  7.2 shall
constitute  the exclusive and sole remedy for any  termination of his employment
and the Executive  covenants not to assert or pursue any other remedies,  at law
or in equity, with respect to any termination of employment. The Corporation and
Executive  acknowledge  and  agree  that  there is no duty of the  Executive  to
mitigate  damages  under  this  Agreement.  All  amounts  paid to the  Executive
pursuant to Section 7.2 shall be paid  without  regard to whether the  Executive
has taken or takes actions to mitigate damages.

The  foregoing  provisions  of this Section 7.2 shall not affect any rights that
the  Executive  may have under and with respect to a stock option or  restricted
stock award,  to the extent that such award was granted before the date that the
Executive's employment by the Corporation terminates and to the extent expressly
provided in the written agreement evidencing such award.

                                       4
<PAGE>
     7.3 CERTAIN DEFINED TERMS.

As used herein, "Accrued Obligations" means:

     *    any Base  Salary  that had  accrued but had not been paid prior to the
          date of termination; and
     *    any  reimbursement  of reasonable  business  expenses  incurred by the
          Executive prior to the  termination of the Executive's  employment and
          in accordance with the Corporation's  expense  reimbursement  policies
          and which had not previously been paid.

As used herein, "Cause" means:

     *    The  Executive's  willful and  material  failure to perform his duties
          hereunder (other than any such failure due to the Executive's physical
          or mental illness),  or the Executive's willful and material breach of
          his obligations hereunder;
     *    The  Executive's  engaging in willful and serious  misconduct that has
          caused or is reasonably  expected to result in material  injury to the
          Corporation;
     *    The  Executive's  being  convicted of, or entering a plea of guilty or
          nolo contendre to, a crime that constitutes a felony; or
     *    The  Executive's  failure or inability to obtain or retain any license
          required to be obtained  or  retained  by him in any  jurisdiction  in
          which the Corporation does or proposes to do business.

As used  herein,  "Disability"  means a  physical  or  mental  impairment  which
substantially  limits a major life  activity of the  Executive and which renders
the  Executive  unable to perform the  essential  functions  of the  Executive's
position,  even with  reasonable  accommodation  which  does not impose an undue
hardship on the Corporation, for ninety (90) days in any consecutive one-hundred
eighty (180) day period.  The Board reserves the right,  in good faith,  to make
the  determination  of whether or not a  Disability  exists for purposes of this
Agreement based upon  information  supplied by the Executive  and/or his medical
personnel, as well as information from medical personnel (or others) selected by
the Corporation or its insurers.

As used herein,  "Release" shall mean a written release,  discharge and covenant
not to sue entered into by the Executive on behalf of himself,  his descendants,
dependents, heirs, executors, administrators,  assigns, and successors, and each
of  them,  of  and in  favor  of the  Corporation,  its  parent  (if  any),  the
Corporation's  subsidiaries and affiliates,  past and present, and each of them,
as well as its and  their  trustees,  directors,  officers,  agents,  attorneys,
insurers,  employees,  stockholders,  members,  representatives,   assigns,  and
successors, past and present, and each of them (the "releases"), with respect to
and  from  any  and all  claims,  wages,  demands,  rights,  liens,  agreements,
contracts,  covenants,  actions,  suits, causes of action,  obligations,  debts,
costs, expenses,  attorneys' fees, damages, judgments, orders and liabilities of
whatever  kind or  nature  in law,  equity or  otherwise,  whether  now known or
unknown, suspected or unsuspected, and whether or not concealed or hidden, which
he may then own or hold or he at any  time  theretofore  owned or held or may in
the future hold as against any or all of said releases, arising out of or in any
way connected with the Executive's employment  relationship with the Corporation
and  each  of  its  subsidiaries  with  which  the  Executive  has  had  such  a
relationship,  or the  termination of his employment or any other  transactions,
occurrences,  acts or omissions or any loss, damage or injury whatever, known or
unknown,  suspected or unsuspected,  resulting from any act or omission by or on
the part of said  releases,  or any of them,  committed or omitted  prior to the
date  of  such  release  including,  without  limiting  the  generality  of  the
foregoing,  any claim under Section 1981 of the Civil Rights Act of 1866,  Title
VII of the Civil Rights Act of 1964, the Age  Discrimination  in Employment Act,
the Americans with  Disabilities  Act, the Family and Medical Leave Act of 1993,
the California  Fair  Employment  and Housing Act, the California  Family Rights
Act, any other claim under any other federal,  state or local law or regulation,

                                       5
<PAGE>
and any other claim for  severance  pay,  bonus or  incentive  pay,  sick leave,
holiday pay,  vacation pay, life insurance,  health or medical  insurance or any
other fringe benefit,  medical expenses, or disability (except that such release
shall not  constitute a release of any  Corporation  obligation to the Executive
that  may  be due to the  Executive  pursuant  to  Section  7.2(b)  or  (c),  as
applicable,  upon the  Corporation's  receipt of such release or any obligations
referred  to in the last  paragraph  of Section  7.2).  The  Release  shall also
contain  the  Executive's  warrant  that  he has  not  theretofore  assigned  or
transferred to any person or entity,  other than the  Corporation,  any released
matter or any part or portion  thereof and that he will  defend,  indemnify  and
hold harmless the Corporation and the  aforementioned  releases from and against
any claim (including the payment of attorneys' fees and costs actually  incurred
whether or not litigation is commenced) that is directly or indirectly  based on
or in connection  with or arising out of any such  assignment or transfer  made,
purported or claimed.

     7.4 RESIGNATION FROM BOARD.  Upon or promptly  following any termination of
Executive's employment with the Corporation, the Executive agrees to resign from
(1) each and every board of directors  (or similar  body, as the case may be) of
the Corporation and each of its affiliates on which the Executive may then serve
(if any),  and (2) each and  every  office  of the  Corporation  and each of its
affiliates  that the Executive may then hold, and all positions that he may have
previously held with the Corporation and any of its affiliates.

     7.5 MEANS AND EFFECT OF  TERMINATION.  Any  termination of the  Executive's
employment  under this  Agreement  shall be  communicated  by written  notice of
termination  from the  terminating  party to the  other  party.  The  notice  of
termination  shall indicate the specific  provision(s) of this Agreement  relied
upon in effecting the termination.

     8. MISCELLANEOUS.

     8.1 GOVERNING LAW. This Agreement and all rights and obligations hereunder,
including,   without   limitation,   matters  of   construction,   validity  and
performance,  is made under and shall be governed by and construed in accordance
with the internal laws of the State of Nevada,  without  regard to principles of
conflict of laws.

     8.2  AMENDMENTS.  No amendment or  modification  of this Agreement shall be
deemed effective unless made in writing and signed by all of the parties hereto.

     8.3 NO WAIVER.  No term or condition of this  Agreement  shall be deemed to
have been waived,  nor shall there be any estoppel to enforce any  provisions of
this  Agreement,  except by a statement in writing  signed by the party  against
whom  enforcement of the waiver or estoppel is sought.  Any written waiver shall
not be deemed a continuing waiver unless specifically stated, shall operate only
as to the specific term or condition waived and shall not constitute a waiver of
such  term  or  condition  for  the  future  or as to any act  other  than  that
specifically waived.

     8.4  SEVERABILITY.  To the extent any provision of this Agreement  shall be
invalid  or  unenforceable,  it shall be  considered  deleted  herefrom  and the
remainder of such provision and of this Agreement  shall be unaffected and shall
continue in full force and effect.  In furtherance  and not in limitation of the
foregoing, should the duration or geographical extent of, or business activities
covered by, any provision of this  Agreement be in excess of that which is valid
and enforceable  under applicable law, then such provision shall be construed to
cover only that duration, extent or activities which may validly and enforceably
be  covered.  The  Executive  acknowledges  the  uncertainty  of the law in this
respect and expressly  stipulates that this Agreement be given the  construction
which renders its  provisions  valid and  enforceable to the maximum extent (not
exceeding its express terms) possible under applicable law.

                                       6
<PAGE>
     8.5  ASSIGNMENT.  This Agreement  shall not be  assignable,  in whole or in
part, by either party without the written consent of the other party.

     8.6  INJUNCTIVE  RELIEF.  Each party  agrees that it would be  difficult to
compensate  the  non-breaching  party fully for damages for any violation of any
provision  set forth in Section 4 or Section 6 hereof.  Accordingly,  each party
specifically  agrees that the other party  shall be  entitled to  temporary  and
permanent  injunctive  relief to enforce the  provisions  of Sections 4 and 6 of
this  Agreement  and that such relief may be granted  without the  necessity  of
proving actual damages.  This provision with respect to injunctive  relief shall
not, however, diminish the right of the non-breaching party to claim and recover
damages in addition to injunctive relief.

     8.7  ARBITRATION.  Any  controversy  or claim arising out of or relating to
this Agreement or the Executive's  employment by the Corporation  shall,  except
for claims for injunctive  relief set out in paragraph 8.6 above,  be settled by
binding  arbitration,  with a single neutral arbitrator,  in accordance with the
rules of the American  Arbitration  Association  relating to employment.  In any
action to enforce this Agreement,  the Executive and the Corporation  each agree
to accept service of process by mail at its address, as applicable, as set forth
in Section 8.8 below (or at any  different  address of which the  Executive  has
notified the  Corporation,  or the  Corporation  has notified the Executive,  as
applicable, in writing). In any action in which service is made pursuant to this
paragraph,  the  Executive and the  Corporation  each waive any challenge to the
personal jurisdiction of the American Arbitration  Association.  Any judgment on
the  award  rendered  by the  arbitrator  may be  entered  in any  court  having
jurisdiction thereof. In reaching his or her decision, the arbitrator shall have
no authority to change or modify any provision of this Agreement.

     8.8  NOTICES.  All  notices,  requests,  demands  and other  communications
required  or  permitted  under this  Agreement  shall be in writing and shall be
deemed to have been duly given and made if (1) delivered by hand,  (2) otherwise
delivered against receipt therefor, or (3) sent by registered or certified mail,
postage prepaid, return receipt requested. Any notice shall be duly addressed to
the parties as follows:

If to the Corporation:

                     Tungsten Corp.
                     1671 SW 105 Lane
                     Davie, Florida 33324

With a copy to:      Each member of the Board by electronic mail at such address
                     as  such  member  shall  provide  to  the  Corporation  for
                     receiving Board notices.

If to the Executive:

                     Douglas Oliver
                     4812 Bransford
                     Colleyville, TX 76034

Any party may alter the address to which communications or copies are to be sent
by giving  notice of such  change of address in  conformity  with the  foregoing
provisions.  Any  communication  shall be effective when delivered by hand, when
otherwise  delivered against receipt  therefor,  or five (5) business days after
being mailed in accordance with the foregoing.

                                       7
<PAGE>
     8.9 SECTION HEADINGS. The section headings of, and titles of paragraphs and
subparagraphs  contained in, this  Agreement are for the purpose of  convenience
only,  and they neither form a part of this Agreement nor are they to be used in
the construction or interpretation thereof.

     8.10 PROVISIONS THAT SURVIVE  TERMINATION.  The provisions of Sections 3.4,
4, 5, 6, 7 and 8 shall survive any termination of the Term.

     8.11  COUNTERPARTS.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which  shall be deemed an  original  as against any party
whose signature appears thereon,  and all of which together shall constitute one
and the same  instrument.  This Agreement  shall become binding when one or more
counterparts hereof,  individually or taken together,  shall bear the signatures
of all of the  parties  reflected  hereon  as the  signatories.  Facsimiles  and
electronic  copies in  portable  document  format  ("PDF")  containing  original
signatures  shall be deemed for all purposes to be  originally  signed copies of
the documents that are the subject of such facsimiles or PDF versions.

     8.12 ENTIRE AGREEMENT.  This Agreement embodies the entire agreement of the
parties  hereto   respecting  the  matters  within  its  scope.  This  Agreement
supersedes all prior and  contemporaneous  agreements of the parties hereto that
directly  or  indirectly  bears  upon  the  subject  matter  hereof.  Any  prior
negotiations,  correspondence,  agreements, proposals or understandings relating
to the  subject  matter  hereof  shall be deemed to have been  merged  into this
Agreement,   and  to  the  extent  inconsistent  herewith,   such  negotiations,
correspondence,  agreements,  proposals, or understandings shall be deemed to be
of no force or effect. There are no representations,  warranties, or agreements,
whether  express or  implied,  or oral or written,  with  respect to the subject
matter hereof, except as expressly set forth herein.


                           [SIGNATURE PAGE TO FOLLOW]

                                       8
<PAGE>
     IN WITNESS  WHEREOF,  the Executive and the Corporation  have executed this
Agreement as of the date set forth in the first paragraph.

TUNGSTEN CORP.                                EXECUTIVE


By: /s/ Guy Martin                            /s/ Douglas Oliver
   ----------------------------------         ----------------------------------
   Guy Martin                                 Douglas Oliver
Its: Chief Executive Officer and
     President

                                       9