ORETECH INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>oretech_8kex10-1.txt
<TEXT>
<PAGE>

                                  EXHIBIT 10.1


                           FRONTIER DEVELOPMENT, LLC.



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                            ASSET PURCHASE AGREEMENT

                                SEPTEMBER 2, 2003

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                                 Oretech, Inc.

<PAGE>

                               TABLE OF CONTENTS
                               -----------------
                                                                         SECTION
                                                                         -------

Incorporation of Recitals                                                  1
Sale and Purchase of Assets                                                2
Purchase Price, Manner of Payment and Allocation                           3
Title Insurance and Form of Deed                                           4
Closing Costs and Prorations                                               5
Closing                                                                    6
Representations and Warranties of Seller                                   7
     Due Incorporation                                                     7.1
     Authority                                                             7.2
     Capitalization                                                        7.3
     Subsidiaries                                                          7.4
     Financial Information                                                 7.5
     Taxes                                                                 7.6
     Material Changes                                                      7.7
     Title to Assets; Liens                                                7.8
     Litigation                                                            7.9
     Compliance with Laws                                                  7.10
     Insurance                                                             7.11
     Licenses                                                              7.12
     Hazardous Materials                                                   7.13
     Judgments Against Purchaser                                           7.14
     Identification of Asset                                               7.15
     Amounts Owing to Purchaser's Shareholders                             7.16
     Inventory                                                             7.17
     Disclosure Materials                                                  7.18
     Defaults                                                              7.19
     Vendor Accounts                                                       7.20
     Material Contracts                                                    7.21
     Outstanding Liabilities                                               7.22
     Products                                                              7.23
     Patents                                                               7.24
     Receivables                                                           7.25
     Employees                                                             7.26
     No Conflicts                                                          7.27
     Violations of Law                                                     7.28
     Condition and Sufficiency of Assets                                   7.29
     Bank Accounts                                                         7.30
     Filings Complete                                                      7.31
     Environmental Matters                                                 7.32
     Intellectual Property                                                 7.33
     Certain Payments                                                      7.34
     Consents and Approvals                                                7.35
     Customers and Suppliers                                               7.36
     Changes in the Purchaser or its Documents                             7.37
     Shareholders Agreements and Other Agreements                          7.38
     Assets in Good Condition                                              7.39
     Brokers and Finders                                                   7.40
     Restricted Securities                                                 7.41
     Access to Purchaser's Management                                      7.42
Representations and Warranties of Purchaser                                8
     Due Incorporation                                                     8.1
     Authority                                                             8.2
     Capitalization                                                        8.3
     Subsidiaries                                                          8.4

                                       i
<PAGE>

     Financial Information                                                 8.5
     Taxes                                                                 8.6
     Material Changes                                                      8.7
     Title to Assets; Liens                                                8.8
     Litigation                                                            8.9
     Compliance with Laws                                                  8.10
     Insurance                                                             8.11
     Licenses                                                              8.12
     Hazardous Materials                                                   8.13
     Judgments Against Purchaser                                           8.14
     Identification of Asset                                               8.15
     Amounts Owing to Purchaser's Shareholders                             8.16
     Inventory                                                             8.17
     Disclosure Materials                                                  8.18
     Defaults                                                              8.19
     Vendor Accounts                                                       8.20
     Material Contracts                                                    8.21
     Outstanding Liabilities                                               8.22
     Products                                                              8.23
     Patents                                                               8.24
     Receivables                                                           8.25
     Employees                                                             8.26
     No Conflicts                                                          8.27
     Violations of Law                                                     8.28
     Condition and Sufficiency of Assets                                   8.29
     Bank Accounts                                                         8.30
     Filings Complete                                                      8.31
     Environmental Matters                                                 8.32
     Intellectual Property                                                 8.33
     Certain Payments                                                      8.34
     Consents and Approvals                                                8.35
     Customers and Suppliers                                               8.36
     Changes in the Purchaser or its Documents                             8.37
     Shareholders Agreements and Other Agreements                          8.38
     Assets in Good Condition                                              8.39
     Brokers and Finders                                                   8.40
Interim Events                                                             9
Conditions of the Obligations of Purchaser                                 10
     Representations and Warranties                                        10(a)
     506 Offering                                                          10(b)
     Roman Agreement                                                       10(c)
     Employment Agreement                                                  10(d)
     Contract for Services                                                 10(e)
Conditions of the Obligations of Seller                                    11
     Representations and Warranties                                        11(a)
     506 Offering                                                          11(b)
     Roman Agreement                                                       11(c)
     Employment Agreement                                                  11(d)
     Contract for Services                                                 11(e)
     No Material Adverse Change                                            11(f)
     Maintenance of Assets                                                 11(g)
     Ordinary Course of Business                                           11(h)
     Directorships                                                         11(i)
Acquisition of Chain-O-Mines                                               12
Seller's Royalty Interest                                                  13
Survival of Representations and Indemnification                            14
     Survival                                                              14(a)
     Indemnification by Seller                                             14(b)

                                       ii
<PAGE>

     Indemnification by Purchaser                                          14(c)
Notification of Certain Matters                                            15
Further Assistance                                                         16
Authority                                                                  17
Notices                                                                    18
Entire Agreement; Modification; Waiver                                     19
Headings                                                                   20
Effect of Termination                                                      21
Severability                                                               22
Governing Law; Jurisdiction                                                23
Attorney's Fees                                                            24
Counterparts, Facsimile Signatures                                         25
Publicity                                                                  26
Successors and Assigns                                                     27
Miscellaneous                                                              28
Guaranty Regarding Purchasing Shareholder's Spouses                        29

List of Exhibits
----------------
Legal Description for Pittsburg Mine and Description of Related Assets     "A"
Legal Description for Silver Mine and Description of Related Assets        "B"
Legal Description for Calhoun Mine and Description of Related Assets       "C"
Liabilities to be Assumed by Purchaser                                     "D"
Liabilities of Seller Described in Section 7.22                            "E"
Purchaser's Disclosure Schedule                                            "F"
Specifically Listed Assets of Purchaser                                    "G"
Exhibit Intentionally Omitted                                              "H"
Employment Agreement for Edward McCarthy                                   "I"
Contract for Services                                                      "J"
Description of Funding Obligation Regarding Chain-O-Mines                  "K"
Seller's Disclosure Schedule                                               "L"
Purchase Price Promissory Note                                             "M"

                                      iii
<PAGE>

         THIS AGREEMENT ("Agreement") is entered into and executed as of the 2nd
day of September, 2003, by and between Frontier Development, LLC., a Nevada
limited liability company, whose principal place of business is P.O. Box 9118,
Scottsdale, Arizona 85252 ("SELLER"), Edward McCarthy, member of Seller
("MCCARTHY"), Harlan Siefkes, member of Seller ("SIEFKES"), John Jacobson,
member of Seller ("JACOBSON"), and Al Noto, member of Seller ("NOTO") (McCarthy,
Siefkes Jacobson, and Noto are collectively referred to below as the "SELLING
MEMBERS"), Oretech, Inc., a Nevada corporation, whose principal place of
business is 309 State Docks Road, Phenix City, Alabama 36869 ("PURCHASER"), and
Stephen D. Cummins, shareholder and CEO of Purchaser, and Francis C. Hargarten,
shareholder and officer of Purchaser (collectively the "CONTRACT SHAREHOLDERS").

                                R E C I T A L S:

         A. Seller has control over three mining properties in the State of
Colorado, together with the right to convey such mining properties, and Seller
desires to sell, and Purchaser desires to purchase, these mining properties,
which are more particularly identified in Section 2 below.

         B. Seller has, over the past several years, cultivated strategic
relationships with principals holding interests in assets commonly known as the
"Chain-O-Mines" (hereinafter the "CHAIN-O-MINES") located in Gilpin County,
State of Colorado, and Seller believes that Seller has the ability to negotiate
the acquisition of the Chain-O-Mines. The Chain-O-Mines includes approximately
200 mines within a one square mile area.

         C. Purchaser desires to buy the Chain-O-Mines properties.

NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein, the parties covenant, agree, represent and warrant as follows:

                                   T E R M S:

         1. INCORPORATION OF RECITALS. The header paragraph and Recital
Paragraphs appearing above are hereby incorporated into and are part of this
Agreement.

         2. SALE AND PURCHASE OF ASSETS. Subject to the terms, provisions and
conditions of this Agreement, and at the Closing (defined below), Seller agrees
to sell to Purchaser and Purchaser agrees to buy from Seller (the
"TRANSACTION"), the following (hereinafter sometimes collectively referred to as
the "ASSETS"):

                  (a) The mining property known as "The Pittsburg Mine"
(referred to herein as "PITTSBURG MINE"), more particularly on EXHIBIT "A"
attached hereto, together with the related assets and personal property, if any,
identified on said Exhibit;

                  (b) The mining property known as "The Silver Plume Mine"
(referred to herein as "SILVER MINE"), more particularly on EXHIBIT "B" attached
hereto, together with the related assets and personal property, if any,
identified on said Exhibit; and

                  (c) The mining property known as "The Calhoun Mine" (referred
to herein as "CALHOUN MINE"), more particularly on EXHIBIT "C" attached hereto,
together with the related assets and personal property, if any, identified on
said Exhibit.

         3. PURCHASE PRICE, MANNER OF PAYMENT, AND ALLOCATION.

<PAGE>

                  (a) The aggregate purchase consideration to be paid by
Purchaser to the Seller for the Assets shall be: (i) Five Hundred Thousand
Dollars ($500,000); (ii) 2,000,000 shares of Purchaser's restricted Common Stock
(defined below); (iii) 500,000 Warrants (defined below); and (iv) assumption by
Purchaser of the debts identified on EXHIBIT "D" attached hereto.

                  If by the date of Closing Purchaser has successfully completed
its pending SEC Rule 506 Private Offering of Common Stock (the "506 OFFERING"),
then the $500,000.00 portion of the purchase price described in subparagraph
(a)(i) above shall be paid in cash at the Closing.

                  If by the date of Closing Purchaser has not successfully
completed the 506 Offering, then:

                           (i) The $500,000.00 portion of the purchase price
                  described in subparagraph (a)(i) above shall be payable
                  pursuant to a promissory note (the "NOTE") in the form of
                  EXHIBIT "M" attached hereto and hereby made a part hereof. The
                  Note will be secured by a single Deed of Trust and Assignment
                  of Rents encumbering the three properties described in
                  Exhibits A, B and C hereto. The Deed of Trust and Assignments
                  of Rent will be drafted using the Escrow Agent's standard form
                  (with however a due-on-sale and due-on-encumbrance clause
                  added if the same is not in the form), if any, and in the
                  absence of such a form, then using a form acceptable to Seller
                  in Seller's discretion.

                           (ii) At the Closing, Purchaser shall pay Seller the
                  sum of Fifteen Thousand Dollars ($15,000.00) cash as an
                  additional purchase price. If and only if the Note is paid in
                  full prior to Seller having taken any collection action on the
                  Note (including without limitation commencing a collection
                  suit or a trustee's sale), then the $15,000.00 paid at the
                  Closing under this subparagraph shall be applied as payment
                  against the balance due under the Note, as the last $15,000.00
                  payable under the Note.

                  (b) The purchase price shall be allocated to the individual
items of Assets in the following manner:

---------------------------- -------------- ------------------ ---------------
Asset                        Cash           Common Stock        WARRANTS TO
                                                                 PURCHASE
---------------------------- -------------- ------------------ ---------------
Pittsburg Mine               $125,000       500,000 shares     125,000 shares
---------------------------- -------------- ------------------ ---------------
Silver Mine                  $187,500       750,000 shares     187,500 shares
---------------------------- -------------- ------------------ ---------------
Calhoun Mine                 $187,500       750,000 shares     187,500 shares
---------------------------- -------------- ------------------ ---------------
  Total                      $500,000       2,000,000 shares   500,000 shares
---------------------------- -------------- ------------------ ---------------

Each debt described on EXHIBIT "D" shall be allocated to the Asset to which the
debt relates, and if a debt is not clearly identifiable to a particular Asset,
then it shall be allocated equally among Pittsburg Mine, Silver Mine and Calhoun
Mine.

                  (c) The $500,000 cash component of the purchase consideration
shall be used to pay off at the Closing any and all mortgage, deed of trust, or
tax liens related to Pittsburg Mine, Calhoun Mine, and/or Silver Mine, to the
extent the same are not listed on EXHIBIT "D" attached hereto; provided,
however, that if the Note is issued by Purchaser under subparagraph 3(a) above,
then, notwithstanding any other provision of this Agreement, at the Closing the
Pittsburg Mine may be encumbered by one or more liens, with balances totaling
less than the $125,000.00 described in subparagraph 3(b) above, and the payments
made by Purchaser under the Note shall be applied first to pay off said lien(s).


ASSET PURCHASE AGREEMENT PAGE 2
<PAGE>

                  (d) Purchaser's common stock is referred to herein as the
"COMMON STOCK." At the Closing, Purchaser shall issue to Seller the Two Million
(2,000,000) shares of Purchaser's Common Stock described in subparagraph (a)
above. All such stock shall be eligible to participate, on the same terms and in
the same proportions as granted to any management personnel of Purchaser, in any
"piggyback" or other registration rights which may be made available after the
Closing to any of said management personnel. Should Purchaser no longer be
publicly traded on a US national exchange or the Over-The-Counter Bulletin
Board, then Seller shall have pre-emptive rights and a right of first refusal to
acquire its proportionate share (based on Common Stock ownership) on any shares
of stock thereafter issued by Purchaser.

                  (e) At the Closing, Purchaser shall issue to Seller the Five
Hundred Thousand (500,000) warrants (the "WARRANTS") to purchase shares of
Purchaser's Common Stock, as described in subparagraph (a) above. The Warrants
shall be irrevocable rights to purchase 500,000 shares of Purchaser's authorized
but unissued Common Stock at an exercise price of $1.00 per share of Common
Stock (based on the number of shares of Common Stock issued as of the date of
this Agreement, to be adjusted for future transactions such as stock splits and
reverse stock splits). The Warrants shall have a term of three years during
which they may be exercised, in whole or in part, by payment to the Purchaser of
$1.00 for each Warrant Share (defined below).

                  The term "WARRANT SHARES" shall mean those shares of
Purchaser's Common Stock acquired upon exercise of the Warrants. All such stock
shall be eligible to participate, on the same terms and in the same proportions
as granted to any management personnel of Purchaser, in any "piggyback" or other
registration rights which may be made available after the Closing to any of said
management personnel. Regarding the Warrant Shares once issued, should Purchaser
no longer be publicly traded on a US national exchange or the Over-The-Counter
Bulletin Board, then Seller shall have pre-emptive rights and a right of first
refusal to acquire its proportionate share (based on Common Stock ownership) of
any shares of stock thereafter issued by Purchaser.

                  (f) At the Closing, Purchaser shall assume and agree to timely
perform all obligations under the debts identified on EXHIBIT "D" attached
hereto, pursuant to an assumption agreement in form and content reasonable
satisfactory to Purchaser.

         4. TITLE INSURANCE AND FORM OF DEED. Purchaser's obligation to purchase
the Assets is subject to approval by Purchaser within ten (10) days after
receipt from the Escrow Agent handling this matter (the "ESCROW AGENT") of a
preliminary title report, property surveys (to be obtained by Purchaser at
Purchaser's option, but at Purchaser's cost) of the Pittsburg Mine, Silver Mine
and Calhoun Mine, and legible copies of all documents and matters disclosed
thereon. Purchaser shall notify Seller and Escrow Agent in writing of any
objections to any such exceptions or the condition of Seller's title within such
time period. If Purchaser objects to any such exceptions or the condition of
Seller's title as disclosed in the report within such time period, then Seller
may, at Seller's option, have until the Closing to cure any such objection. If
Seller is unable or unwilling to cure, then Seller shall notify Purchaser
thereof on or prior to Closing, and Purchaser, at its election within two (2)
days thereafter or upon Closing, whichever occurs first, may: (i) terminate this
Agreement and escrow, or (ii) elect to waive the uncured objections and proceed
to close the Transaction. If Purchaser fails to object to title matters as
provided for above in the time period set out above, then Purchaser will be
deemed for all purposes relating to this Agreement to have waived objection. The
exceptions and conditions of title not cured and not waived as provided for
above are referred to herein as the "PERMITTED EXCEPTIONS."

At the Closing, Seller shall provide Purchaser with a standard coverage owner's
policy of title insurance, insuring title to the real estate portion of the
Assets (the "REAL PROPERTY") for the full amount of the purchase price in the
name of Purchaser. The cost of said policy shall be paid for one-half by Seller
and one-half by Purchaser. The title insurance shall provide coverage subject
only to the Permitted Exceptions. Purchaser may at Purchaser's option require
Escrow Agent to issue an ALTA extended coverage owner's title policy, provided
Purchaser pays any additional premium for such upgraded coverage.


ASSET PURCHASE AGREEMENT PAGE 3
<PAGE>

Seller shall transfer title to the Real Property by Escrow Agent's standard form
of special warranty deed, subject to all matters of record and all matters that
a current and accurate survey of the Real Property would disclose.

Purchaser hereby acknowledges and agrees that: (i) Seller has made no warranties
or representations of any nature, express or implied, oral or written,
concerning the Real Property, this Agreement, or any matter related thereto,
other than as may expressly be provided for herein; (ii) the Assets will be
transferred in their "AS IS" condition; and (iii) Seller will not be charged
with any knowledge of Purchaser's intended use of the Assets or of Purchaser's
assumptions or beliefs concerning the status of the Assets. Purchaser has made
or will have had an opportunity to make an inspection of the Assets prior to the
Closing.

         5. CLOSING COSTS AND PRORATIONS. All escrow fees charged by Escrow
Agent shall be shared equally by Purchaser and Seller. All recording fees and
miscellaneous closing costs shall be paid by the parties in accordance with
customary commercial real estate practices in the county in which the property
is located, as such practices may be determined by Escrow Agent. Real estate
taxes and personal property taxes, if any, shall be apportioned at the Closing
as of 12:01 a.m. on the day of Closing, based on the latest available figures.
If a Deed of Trust is required pursuant to the terms of this Agreement, then
Purchaser shall pay any additional title insurance premium necessary to obtain a
standard mortgagee's title insurance for such deed of trust. Any set-up fees or
collection fees charged by Escrow Agent for acting as collection agent on under
any Note and Deed of Trust hereunder shall be shared equally by Purchaser and
Seller.

         Each party, Purchaser and Seller, shall pay the fee of the attorney who
represented it in negotiating this Agreement and supervising the purchase and
sale described in it.

Any and all sales taxes arising because of the sale pursuant to this Agreement
of the fixtures and equipment of said business to Purchaser shall be paid
one-half each by Purchaser and Seller.

         6. CLOSING. The closing of the Transaction (the "CLOSING") shall occur
on or before September 30, 2003, at the offices of First American Title
Insurance Company, at 972 Golden Gate Canyon Road, Goldman, Colorado (Phone:
303-582-1693). Any postponement of said Closing date shall require the written
consent of all parties to this Agreement.

         7. REPRESENTATIONS AND WARRANTIES BY SELLER. In addition to the other
representations and warranties of Seller and the Selling Members appearing in
this Agreement, the following representations, warranties and indemnities are
being made as of the date of this Agreement by Seller and by the Selling
Members. These representations, warranties and indemnities are subject to any
limitations and qualifications or other disclosures contained in the
corresponding sections of the disclosure schedule attached hereto as EXHIBIT
"L".

                  7.1 DUE FORMATION. Seller is a limited liability company duly
         organized, validly existing and in good standing under the laws of the
         State of Nevada, and is duly licensed or qualified to do business and
         is in good standing in each State where the property owned or held
         under lease is such as to require Seller to be so licensed or
         qualified, except those states where the failure to be so licensed or
         qualified would not have a material adverse effect on the financial
         condition or operations of Seller or Seller's business ("SELLER'S
         BUSINESS"). Seller has the corporate power and authority to own and
         operate its properties and carry on Seller's Business as now conducted.

                  7.2 AUTHORITY. Seller has the power and authority to enter
         into and perform its obligations under this Agreement, and the members
         of Seller have approved, authorized, and ratified the execution and
         delivery of this Agreement, and the documents herein required to
         consummate the Transaction. This Agreement constitutes the legally
         valid and binding obligation of Seller, enforceable against Seller in
         accordance with its terms.


ASSET PURCHASE AGREEMENT PAGE 4
<PAGE>

                  7.3 CAPITALIZATION. This Section was intentionally omitted.

                  7.4 SUBSIDIARIES. This Section was intentionally omitted.

                  7.5 FINANCIAL INFORMATION. This Section was intentionally
         omitted.

                  7.6 TAXES. All federal and state income, excise, franchise,
         payroll, property, sales, and other tax returns required to be filed by
         or with respect to Seller (except returns not yet due), are complete
         and accurately reflect in all material respects all matters therein
         required to be reflected, and all taxes shown on such returns to be
         due, and any assessments received by Seller with respect thereto, have
         been paid in full.

                  7.7 MATERIAL CHANGES.This Section was intentionally omitted.

                  7.8 TITLE TO ASSETS; LIENS. Seller owns all assets it purports
         to own, including all assets reflected in its financial statements and
         information. All assets of Seller are free and clear of all
         restrictions, claims, liens, encumbrances or rights of others, other
         than those imposed under the Articles of Incorporation or Bylaws of
         Seller, and other than as disclosed on Seller's financial statements
         provided to Seller or disclosed in this Agreement.

                  7.9 LITIGATION. There is no litigation, proceeding, or
         investigation pending or threatened against Seller, or Seller's
         Business, and Seller has no reasonable grounds to know any basis for
         such litigation, proceeding or investigation.

                  7.10 COMPLIANCE WITH LAWS. Neither Seller nor Selling Members
         are aware of any investigation with respect to any violation of any
         provision of any federal, state or local law, regulation, ordinance,
         order or administrative ruling, relating to Seller or the Seller's
         Business.

                  7.11 INSURANCE. This Section was intentionally omitted.

                  7.12 LICENSES. Seller has any and all licenses, permits, and
         contracts necessary and/or appropriate to operate the Seller's Business
         in the manner in which the Seller's Business is currently operated.

                  7.13 HAZARDOUS MATERIALS. Neither Seller nor the Seller's
         Business has ever dealt in any manner with any hazardous or toxic
         materials or waste relating to the Assets.

                  7.14 JUDGMENTS AGAINST SELLER. Neither Seller nor the Seller's
         Business is under any governmental investigation, no such investigation
         has been threatened, and there are no judgments against Seller, the
         Seller's Business or the assets of Seller.

                  7.15 IDENTIFICATION OF ASSET. This Section was intentionally
         omitted.

                  7.16 AMOUNTS OWING TO SELLER'S MEMBERS. This Section was
         intentionally omitted.

                  7.17 INVENTORY. This Section was intentionally omitted.

                  7.18 DISCLOSURE MATERIALS. All of the information disclosed by
         Seller to Purchaser, as a whole, does not contain any statement that,
         as of the date hereof, is false or misleading, and does not omit to
         state any material fact: (i) necessary to make the statements made, in
         light of the circumstances under which they were made, not false or
         misleading, or (ii) necessary to provide Purchaser with complete and
         accurate information as to the assets and financial condition of
         Seller.


ASSET PURCHASE AGREEMENT PAGE 5
<PAGE>

                  7.19 DEFAULTS. This Section was intentionally omitted.

                  7.20 VENDOR ACCOUNTS. This Section was intentionally omitted.

                  7.21 MATERIAL CONTRACTS. This Section was intentionally
         omitted.

                  7.22 OUTSTANDING LIABILITIES. There are no liabilities of
         Seller relating to the Assets other than as are shown on its most
         recent balance sheet provided to Purchaser, and other than liabilities
         specifically identified in this Agreement. Seller does not know of any
         basis for the assertion against Seller of any material liabilities or
         obligations, either accrued, absolute, contingent or otherwise, which
         would materially and adversely affect the ability of Seller to transfer
         the Assets to Purchaser, other than those expressly disclosed in
         writing to Purchaser or disclosed on EXHIBIT "E" attached hereto.
         Furthermore, none of the Assets are the subject of any liens or
         encumbrances of any kind or nature other than those disclosed on
         EXHIBIT "E".

                  7.23 PRODUCTS. This Section was intentionally omitted.

                  7.24 PATENTS. This Section was intentionally omitted.

                  7.25 RECEIVABLES. This Section was intentionally omitted.

                  7.26 EMPLOYEES. This Section was intentionally omitted.

                  7.27 NO CONFLICTS. The execution, delivery and performance of
         this Agreement and the other documents and instruments to be executed
         and delivered by Seller pursuant hereto, and the consummation by Seller
         of the transactions contemplated herein or therein:

                           (a) Will not violate or conflict with any applicable
                  federal, state, foreign, local or other law, ordinance, rule,
                  regulation, or governmental requirement or restriction of any
                  kind, including any rules, regulations, and orders promulgated
                  thereunder, and any final orders, decrees, consents, or
                  judgments of any regulatory agency or court ("Law");

                           (b) Except as may be required to comply with the
                  Securities Act and the Exchange Act, will not require any
                  authorization, consent, approval, exemption or other action by
                  or notice to any government entity (including, without
                  limitation, under any "plant closing" or similar law) (Seller
                  is not required to give any notice or to obtain any consent
                  from any person, entity, or governmental agency in connection
                  with the execution and delivery of this Agreement or the
                  consummation of the Transaction);

                           (c) Will not constitute a default or an event that,
                  with notice, lapse of time, or both, would be a default,
                  breach, or violation of the Articles of Incorporation or
                  Bylaws of Seller or any lease, license, promissory note,
                  conditional sales, contract, commitment, indenture, mortgage,
                  deed of trust, or other agreement, instrument, or arrangement
                  to which Seller is a party or by which Seller or its property
                  is bound; and

                           (d) Will not give any governmental body the right to
                  revoke, withdraw, suspend, cancel, terminate, or modify any
                  governmental authorization held by Seller or that otherwise
                  relates to Seller's Business.

                  7.28 VIOLATIONS OF LAW. None of the present or past operations
         of the Seller's Business, the products of the Seller's Business, or
         Seller's assets violate or conflict, in any material respect, with any
         permits, any law (including environmental laws), governmental
         specification, authorization, or requirement, or any decree, judgment,


ASSET PURCHASE AGREEMENT PAGE 6
<PAGE>

         order or similar restriction. Seller is not the subject of an
         inspection or inquiry regarding violations or alleged violations of any
         law by any state, federal or local agency.

         There are no pending administrative or judicial proceedings, threatened
         proceedings, orders, notice of violations, inspection reports, and
         similar occurrences, if any, relating to the conduct of the Seller's
         Business or Seller's assets.

         Seller has not been the subject of an Occupational and Safety Health
         Administration inspection or found by any agency to be in violation of
         any state or federal occupational safety or health law in the conduct
         of its business.

                  7.29 CONDITION AND SUFFICIENCY OF ASSETS. Seller has (or will
         deliver to Purchaser at the Closing) good and marketable title to all
         of the Assets, free and clear of all liens, leases, encumbrances,
         equities, conditional sales contracts, taxes, security interests,
         charges and restrictions, other than the Permitted Exceptions.

                  7.30 BANK ACCOUNTS. This Section is intentionally omitted.

                  7.31 FILINGS COMPETE. This Section is intentionally omitted.

                  7.32 ENVIRONMENTAL MATTERS. For purposes of this Section:

                           (i) "Environmental Law" means all federal, state,
                  local, foreign, and other applicable jurisdiction laws
                  relating to the environment or the use, disposal, existence,
                  or release of any Hazardous Materials, including but not
                  limited to any and all laws concerning, affecting,
                  controlling, or in any way relating to, whether in whole or in
                  part, noise levels, ground vibrations, air pollutants, water
                  pollutants, process waste water, or Hazardous Materials;

                           (ii) "Environmental Release" means any release,
                  spill, emission, leaking, injection, deposit, disposal,
                  discharge, dispersal, leaching or migration into the
                  atmosphere, soil, surface water, groundwater or property;

                           (iii) "Hazardous Materials" means: (A) any waste,
                  hazardous waste, pollutant, contaminant, or hazardous or toxic
                  substance regulated by law; (B) asbestos; (C) formaldehyde;
                  (D) polychlorinated biphenyls; (E) radioactive materials; (F)
                  waste oil and other petroleum products; and (G) any other
                  substance which constitutes a nuisance or hazard to the
                  environment or the public health, safety, or welfare.

         Seller is, and at all times has been, in full compliance with, and has
         not been and is not in violation of or liable under, any Environmental
         Law. Seller has no basis to expect, nor has Seller or (to the knowledge
         of Seller or any Selling Member) any other person for whose conduct
         Seller is or may be held to be responsible, received, any actual or
         threatened order, notice, or other communication from: (i) any
         governmental body or private citizen acting in the public interest; or
         (ii) the current or prior owner or operator of any of Seller's
         properties or assets, of any actual or potential violation or failure
         to comply with any Environmental Law, or of any actual or threatened
         obligation to undertake or bear the cost of any environmental, health
         and safety liabilities with respect to any of Seller's properties or
         assets (whether real, personal, or mixed) in which Seller has had an
         interest, or with respect to any of Seller's properties at or to which
         Hazardous Materials were generated, manufactured, refined, transferred,
         imported, used or processed by Seller, or (to the knowledge of Seller)
         any other person for whose conduct Seller is or may be held
         responsible, or from which Hazardous Materials have been transported,
         treated, stored, handled, transferred, disposed, recycled, or received.


ASSET PURCHASE AGREEMENT PAGE 7
<PAGE>

         Seller has delivered to Purchaser complete copies and results of any
         reports, studies, analyses, tests, or monitoring possessed or initiated
         by Seller or any of its members pertaining to Hazardous Materials or
         hazardous activities in, on, or under Seller's properties or concerning
         compliance by Seller, or any other person for whose conduct Seller is
         or may be held responsible, with Environmental Laws.

                  7.33 INTELLECTUAL PROPERTY. This Section is intentionally
         omitted.

                  7.34 CERTAIN PAYMENTS.This Section is intentionally omitted.

                  7.35 CONSENTS AND APPROVALS. This Section is intentionally
         omitted.

                  7.36 CUSTOMERS AND SUPPLIER. This Section is intentionally
         omitted.

                  7.37 CHANGES IN THE SELLER OR ITS DOCUMENTS. This Section is
         intentionally omitted.

                  7.38 SHAREHOLDERS AGREEMENTS AND OTHER AGREEMENTS. This
         Section is intentionally omitted.

                  7.39 ASSETS IN GOOD CONDITION. This Section is intentionally
         omitted.

                  7.40 BROKERS AND FINDERS. No finder, broker, agent or other
         intermediary has acted for or on behalf of Seller in connection with
         the negotiations or consummation of this Agreement or of any of the
         transactions contemplated hereby, nor has Seller incurred or caused to
         be incurred any liability for any fee or commission in the nature of a
         finder's fee, originator's fee or broker's fee in connection with the
         subject matter of this Agreement, and Seller hereby indemnifies
         Purchaser, and agrees to hold Purchaser harmless, against all
         liabilities, expenses, costs, losses and claims, if any, arising from
         the employment by Seller (or any allegation of any such employment) of
         any finder, broker, agent or other intermediary in such connection.

                  7.41 RESTRICTED SECURITIES. Seller and Selling Members
         understand that the Common Stock and Warrants being issued by Purchaser
         at Closing, as well as the underlying Warrant Shares, are "restricted
         securities" as that term is defined in Rule 144 promulgated under the
         Securities Act of 1933, as amended ("Act"). Seller and Selling Members
         understand that (i) the Common Stock and Warrants being issued by
         Purchaser at Closing, as well as the underlying Warrant Shares, have
         not been registered under the Act or any state securities laws and that
         they must, therefore, be able to bear the economic risk of holding such
         restricted securities for an indefinite period of time; and (ii) they
         cannot sell these restricted securities unless the these restricted
         securities are registered under the Act or an exemption from such
         registration (i.e., Rule 144) is available. Seller and Selling Members
         further understand that the certificates for the Common Stock and
         Warrants being issued by Purchaser at Closing will bear the following
         legend;

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD,
         TRANSFERRED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
         REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN
         OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH
         REGISTRATION IS NOT REQUIRED."

                  7.42 ACCESS TO PURCHASER'S MANAGEMENT. Purchaser has made
         available to Seller, Selling Members, their counsel and advisors, prior
         to Closing, the opportunity to ask questions of, and to receive answers
         from, Purchaser's officers and directors concerning the business of
         Purchaser. Moreover, Seller, Selling Members, their counsel and
         advisors have been given due access by Purchaser to obtain any
         information, documents, financial statements, records and books (i)
         relative to the Purchaser and its business; and (ii) necessary to
         verify the accuracy of any information, documents, financial
         statements, records and books furnished or otherwise made available for
         review. All materials and information requested by either the Seller or


ASSET PURCHASE AGREEMENT PAGE 8
<PAGE>

         any Selling Member, their counsel or advisors, including any
         information requested to verify any information furnished or otherwise
         made available for review, have been made available and examined by
         Seller, the Selling Members, their counsel and advisors.

An individual will be deemed to have knowledge of a particular fact or other
matter if such individual is actually aware of such fact or other matter without
inquiring, or such individual is not actually aware of the fact but written
notification of the fact has been received such that the individual should have
known the fact. An entity will be deemed to have knowledge of a particular fact
or other matter if any individual who is serving as a director or officer of the
entity is actually aware of such fact or other matter without inquiring, or such
individual is not actually aware of the fact but written notification of the
fact has been received such that the individual should have known the fact.

Seller hereby agrees to indemnify Purchaser and its shareholders, officers,
directors and controlling persons and attorneys, and defend and hold them free
and harmless from and against any liability, obligation, loss, cost and expense,
including attorney's fees, incurred in connection with any material breach by
Seller of any of its representations, warranties or covenants contained in this
Agreement. The Selling Members will indemnify and defend and hold Purchaser
harmless from and against any liability, including attorneys' fees incurred by
Purchaser in connection with any breach by the Selling Members of any
representation or warranty, or covenant, contained in this Agreement.

The representations and warranties in this Section, and elsewhere in this
Agreement, and all indemnification provisions in this Agreement, will survive
the Closing. The rights of Purchaser based upon the representations and
warranties of Seller will not be affected by any investigation conducted with
respect thereto, or any knowledge acquired, or capable of being acquired, at any
time, whether before or after the execution of this Agreement, with respect to
the accuracy or inaccuracy of or compliance with, any such representation or
warranty.

Disclosures made anywhere in this Agreement or its Exhibits shall be deemed to
be disclosures for all purposes of this Agreement.

         8. REPRESENTATIONS AND WARRANTIES BY PURCHASER. In addition to the
other representations and warranties of Purchaser and the Contract Shareholders
appearing in this Agreement, the following representations, warranties and
indemnities are being made as of the date of this Agreement by Purchaser and by
the Contract Shareholders. These representations, warranties and indemnities are
subject to any limitations and qualifications or other disclosures contained in
the corresponding sections of the disclosure schedule attached hereto as EXHIBIT
"F".

                  8.1 DUE INCORPORATION. Purchaser is a corporation duly
         organized, validly existing and in good standing under the laws of the
         State of Nevada, and is duly licensed or qualified to do business and
         is in good standing in each State where the property owned or held
         under lease is such as to require Purchaser to be so licensed or
         qualified, except those states where the failure to be so licensed or
         qualified would not have a material adverse effect on the financial
         condition or operations of Purchaser or Purchaser's business (the
         "BUSINESS"). Purchaser has the corporate power and authority to own and
         operate its properties and carry on the Business as now conducted.
         Purchaser is in the process of qualifying to do business in the State
         of Alabama where it has recently moved its principal place of business.
         Prior to the Closing, Purchaser will qualify to do business in the
         State of Colorado or form a Colorado corporation to take title to the
         Assets. The Colorado corporation, if formed, will be a wholly-owned
         subsidiary of Purchaser.

                  True, correct and complete copies of the corporate formation
         documents for Purchaser, and all operating minutes, resolutions and
         consents, have been delivered to Seller. The minute book(s) of


ASSET PURCHASE AGREEMENT PAGE 9
<PAGE>

         Purchaser correctly records all resolutions of the directors and
         shareholders of Purchaser, and Purchaser's stock records correctly
         reflect the ownership of stock of Purchaser.

                  8.2 AUTHORITY. Purchaser has the power and authority to enter
         into and perform its obligations under this Agreement, and the board of
         directors of Purchaser, and the shareholders of Purchaser to the extent
         necessary or appropriate, have approved, authorized, and ratified the
         execution and delivery of this Agreement, and the documents herein
         required to consummate the Transaction. This Agreement constitutes the
         legally valid and binding obligation of Purchaser, enforceable against
         Purchaser in accordance with its terms.

                  8.3 CAPITALIZATION. The authorized capital stock of Purchaser
         is as shown in EXHIBIT "F". No other shares of capital stock of
         Purchaser are outstanding. Other than as shown on EXHIBIT "F", there
         are no rights, subscriptions, warrants, options, conversion rights or
         agreements of any kind outstanding to purchase or otherwise acquire
         from Purchaser any shares of capital stock of Purchaser, or securities
         or obligations of any kind of Purchaser convertible into or
         exchangeable for any shares of capital stock of Purchaser. To the
         knowledge of Purchaser and the Contract Shareholders, all issued shares
         have been duly authorized, and the issued and outstanding shares of
         stock are fully paid, non-assessable, and were not issued in violation
         of the terms of any agreement or other understanding, and were issued
         in compliance with all applicable federal and state securities or "blue
         sky" laws and regulations. The Contract Shareholders own of record and
         beneficially, and have good and marketable title to, the stock shown as
         being owned by them on EXHIBIT "F". Purchaser has provided a complete
         and accurate list of the identity of each shareholder of Purchaser, and
         the numbers of shares of each class of stock held by each such
         shareholder, and such list is consistent with the capitalization
         information appearing in EXHIBIT "F".

         Assuming all rights to acquire stock (for example, stock options) of
         Purchaser are exercised, the capital stock in Purchaser which Seller
         would own after receipt of the Common Stock (including Warrant Shares)
         identified in Section 3 above represents and would represent that
         percent of the total capital stock of Purchaser so identified on
         EXHIBIT "F".

                  8.4 SUBSIDIARIES. Purchaser has no subsidiaries or equity
         interests of stock ownership or otherwise in any form in any
         corporation, association or business enterprise. Purchaser does not own
         and does not have any agreement, whether written or oral, regarding
         rights or contracts to acquire any equity securities or other
         securities of any company, or any direct or indirect equity or
         ownership interest in any other entity.

                  8.5 FINANCIAL INFORMATION. All of the books and records of
         Purchaser are in the possession of Purchaser, other than the capital
         stock books and stock transfer records, which may be in the possession
         of Purchaser's transfer agent and registrar.

                  8.6 TAXES. All federal and state income, excise, franchise,
         payroll, property, sales, and other tax returns required to be filed by
         or with respect to Purchaser (except returns not yet due), are complete
         and accurately reflect in all material respects all matters therein
         required to be reflected, and all taxes shown on such returns to be
         due, and any assessments received by Purchaser with respect thereto,
         have been paid in full.

                  8.7 MATERIAL CHANGES. Except for Purchaser's acquisition of
         Oretech, Inc., a Nevada corporation, and the change of Purchaser's name
         from "The Tantivy Group, Inc." to "Oretech, Inc.," from the date of the
         most recent financial statements provided to Seller (which are dated
         March 31, 2003), and through the date hereof, the business of Purchaser
         has been conducted only in the ordinary course, there have not been any
         material adverse changes in the financial condition and operations of
         said business, and there has been no damage, destruction or other
         occurrence (whether or not insured against) to tangible property which
         materially adversely affects the financial condition or operations of
         said business.


ASSET PURCHASE AGREEMENT PAGE 10
<PAGE>

                  8.8 TITLE TO ASSETS; LIENS. Purchaser owns all assets it
         purports to own, including all assets reflected in its financial
         statements and information. All assets of Purchaser are free and clear
         of all restrictions, claims, liens, encumbrances or rights of others,
         other than those imposed under the Articles of Incorporation or Bylaws
         of Purchaser, and other than as disclosed on Purchaser's financial
         statements provided to Seller.

                  8.9 LITIGATION. There is no litigation, proceeding, or
         investigation pending or threatened against Purchaser, or the Business,
         and Purchaser has no reasonable grounds to know any basis for such
         litigation, proceeding or investigation.

                  8.10 COMPLIANCE WITH LAWS. Neither Purchaser nor the Contract
         Shareholders are aware of any investigation with respect to any
         violation of any provision of any federal, state or local law,
         regulation, ordinance, order or administrative ruling, relating to
         Purchaser or the Business.

                  8.11 INSURANCE. Purchaser carries insurance against personal
         injury and property damage to third persons and in respect of its
         products and services, and other insurance, including any and all
         workers compensation insurance required by law. Purchaser has not
         received any notice that Purchaser is in default with respect to any
         provision contained in any insurance policy, and Purchaser is not aware
         of any such default. Purchaser has delivered to Seller copies of all
         insurance policies of Purchaser.

                  8.12 LICENSES. Purchaser has any and all licenses, permits,
         and contracts necessary and/or appropriate to operate the Business in
         the manner in which the Business is currently operated.

                  8.13 HAZARDOUS MATERIALS. Neither Purchaser nor the Business
         has ever dealt in any manner with any hazardous or toxic materials or
         waste.

                  8.14 JUDGMENTS AGAINST PURCHASER. Neither Purchaser nor the
         Business is under any governmental investigation, no such investigation
         has been threatened, and there are no judgments against Purchaser, the
         Business or the assets of Purchaser.

                  8.15 IDENTIFICATION OF ASSET. All assets used by Purchaser in
         the operation of the Business are either owned by Purchaser or leased
         by Purchaser under the leases, if any, described in Purchaser's
         financial statements provided to Seller. The assets of Purchaser
         include, without limitation, the assets identified on EXHIBIT "G"
         attached hereto.

                  8.16 AMOUNTS OWING TO PURCHASER'S SHAREHOLDERS. No amounts are
         owing by Purchaser to any of Purchaser's shareholders, other than the
         debts, if any, specifically so identified in Purchaser's financial
         statements provided to Seller.

                  8.17 INVENTORY. The inventory, if any, held by Purchaser is
         usable and in good condition, with not more than one percent thereof
         being obsolete, and all of the inventory is owned by Purchaser, none of
         it being held on consignment.

                  8.18 DISCLOSURE MATERIALS. All of the information disclosed by
         Purchaser to Seller, as a whole, does not contain any statement that,
         as of the date hereof, is false or misleading, and does not omit to
         state any material fact: (i) necessary to make the statements made, in
         light of the circumstances under which they were made, not false or
         misleading, or (ii) necessary to provide Seller with complete and
         accurate information as to the assets and financial condition of
         Purchaser.


ASSET PURCHASE AGREEMENT PAGE 11
<PAGE>

                  8.19 DEFAULTS. There are no defaults or events that, with the
         giving of notice or the passage of time, would constitute defaults
         under any material document under which Purchaser is obligated.

                  8.20 VENDOR ACCOUNTS. Purchaser use Purchaser's best efforts
         do nothing to cause Purchaser to lose any of Purchaser's supplier and
         other vendor accounts, or to cause adverse changes in the account
         terms.

                  8.21 MATERIAL CONTRACTS. Purchaser is not a party to or bound
         by any agreement not made in the ordinary course of its business which
         is material to its financial condition or operations.

                  8.22 OUTSTANDING LIABILITIES. There are no liabilities of
         Purchaser other than as are shown on its most recent balance sheet
         provided to Seller, and other than liabilities arising after the
         balance sheet date in the normal course of business out of purchases
         and sale of goods. There are no liabilities relating to Purchaser's
         business which are more than ninety (90) days past due.

                  8.23 PRODUCTS. The products, if any, offered currently or in
         the past by Purchaser for sale meet all material product and/or process
         specifications which they purport or are required to meet, and satisfy
         in all material respects all applicable laws where the products are
         currently being sold or have been sold within the last five years,
         except where Purchaser has chosen not to sell products because the
         products would violate a law of that place.

                  8.24 PATENTS. There is no litigation pending or threatened
         with respect to the patents, if any, of Purchaser, there is no
         outstanding order, judgment, decree or stipulation affecting the
         validity or enforceability of said patents, there exits no outstanding
         notices of infringement given by Purchaser regarding the patents, there
         are no pending interferences or other contested proceedings pending, or
         that are in the process of being instituted, in the United States
         Patent Office or in the courts, relating to said patents, and none of
         Purchaser's patents are presently being infringed.

                  8.25 RECEIVABLES. All accounts receivable of Purchaser arose
         in the regular course of business, and represent valid obligations
         arising from sales actually made or services actually performed in the
         ordinary course of business and are collectable and are subject to no
         defenses or counterclaims.

                  8.26 EMPLOYEES. All of Purchaser's employee benefits are
         disclosed on EXHIBIT "F" attached hereto. Purchaser is in compliance
         with all terms of all employee benefit plans of Purchaser.

                  Purchaser shall upon request made by Seller provide Seller
         with a complete and accurate list of the following information for each
         employee of Purchaser, including each employee on leave of absence or
         layoff status: name; job title; current compensation; vacation and sick
         pay accrued; and services credited for purposes of vesting and
         eligibility to participate in any of Purchaser's employee benefit
         plans.

                  8.27 NO CONFLICTS. The execution, delivery and performance of
         this Agreement and the other documents and instruments to be executed
         and delivered by Purchaser pursuant hereto, and the consummation by
         Purchaser of the transactions contemplated herein or therein:

                           (a) Will not violate or conflict with any applicable
                  federal, state, foreign, local or other law, ordinance, rule,
                  regulation, or governmental requirement or restriction of any
                  kind, including any rules, regulations, and orders promulgated
                  thereunder, and any final orders, decrees, consents, or
                  judgments of any regulatory agency or court ("Law");


ASSET PURCHASE AGREEMENT PAGE 12
<PAGE>

                           (b) Except as may be required to comply with the
                  Securities Act and the Exchange Act, will not require any
                  authorization, consent, approval, exemption or other action by
                  or notice to any government entity (including, without
                  limitation, under any "plant closing" or similar law)
                  (Purchaser is not required to give any notice or to obtain any
                  consent from any person, entity, or governmental agency in
                  connection with the execution and delivery of this Agreement
                  or the consummation of the Transaction);

                           (c) Will not constitute a default or an event that,
                  with notice, lapse of time, or both, would be a default,
                  breach, or violation of the Articles of Incorporation or
                  Bylaws of Purchaser or any lease, license, promissory note,
                  conditional sales, contract, commitment, indenture, mortgage,
                  deed of trust, or other agreement, instrument, or arrangement
                  to which Purchaser is a party or by which Purchaser or its
                  property is bound; and

                           (d) Will not give any governmental body the right to
                  revoke, withdraw, suspend, cancel, terminate, or modify any
                  governmental authorization held by Purchaser or that otherwise
                  relates to Business.

                  8.28 VIOLATIONS OF LAW. None of the present or past operations
         of the Business, the products of the Business, or Purchaser's assets
         violate or conflict, in any material respect, with any permits, any law
         (including environmental laws), governmental specification,
         authorization, or requirement, or any decree, judgment, order or
         similar restriction. Purchaser is not the subject of an inspection or
         inquiry regarding violations or alleged violations of any law by any
         state, federal or local agency.

         There are no pending administrative or judicial proceedings, threatened
         proceedings, orders, notice of violations, inspection reports, and
         similar occurrences, if any, relating to the conduct of the Business or
         Purchaser's assets.

         Purchaser has not been the subject of an Occupational and Safety Health
         Administration inspection or found by any agency to be in violation of
         any state or federal occupational safety or health law in the conduct
         of its business.

                  8.29 CONDITION AND SUFFICIENCY OF ASSETS. All tangible assets
         of the Purchaser are in operating condition and repair, and are
         adequate for the uses to which they are being put, and none of such
         items is in need of maintenance or repairs, except for ordinary,
         routine maintenance and repairs that are not material in nature or
         cost. The assets are sufficient for the continued conduct of the
         Purchaser's businesses after the Transfer Date in substantially the
         same manner as conducted prior to the Transfer Date.

                  8.30 BANK ACCOUNTS. This Section is intentionally omitted.

                  8.31 FILINGS COMPLETE. All documents filed by Purchaser with
         any governmental agency, including with the Securities Exchange
         Commission, do not contain a misstatement of a material fact or an
         omission of a material fact required to be stated therein or necessary
         to make the statements therein not misleading as of the time such
         document was filed or became effective.

                  8.32 ENVIRONMENTAL MATTERS. For purposes of this Section:

                           (i) "Environmental Law" means all federal, state,
                  local, foreign, and other applicable jurisdiction laws
                  relating to the environment or the use, disposal, existence,
                  or release of any Hazardous Materials, including but not
                  limited to any and all laws concerning, affecting,
                  controlling, or in any way relating to, whether in whole or in
                  part, noise levels, ground vibrations, air pollutants, water
                  pollutants, process waste water, or Hazardous Materials;


ASSET PURCHASE AGREEMENT PAGE 13
<PAGE>

                           (ii) "Environmental Release" means any release,
                  spill, emission, leaking, injection, deposit, disposal,
                  discharge, dispersal, leaching or migration into the
                  atmosphere, soil, surface water, groundwater or property;

                           (iii) "Hazardous Materials" means: (A) any waste,
                  hazardous waste, pollutant, contaminant, or hazardous or toxic
                  substance regulated by law; (B) asbestos; (C) formaldehyde;
                  (D) polychlorinated biphenyls; (E) radioactive materials; (F)
                  waste oil and other petroleum products; and (G) any other
                  substance which constitutes a nuisance or hazard to the
                  environment or the public health, safety, or welfare.

         Purchaser is, and at all times has been, in full compliance with, and
         has not been and is not in violation of or liable under, any
         Environmental Law. Purchaser has no basis to expect, nor has Purchaser
         or (to the knowledge of Purchaser or any Contract Shareholder) any
         other person for whose conduct Purchaser is or may be held to be
         responsible, received, any actual or threatened order, notice, or other
         communication from: (i) any governmental body or private citizen acting
         in the public interest; or (ii) the current or prior owner or operator
         of any of Purchaser's properties or assets, of any actual or potential
         violation or failure to comply with any Environmental Law, or of any
         actual or threatened obligation to undertake or bear the cost of any
         environmental, health and safety liabilities with respect to any of
         Purchaser's properties or assets (whether real, personal, or mixed) in
         which Purchaser has had an interest, or with respect to any of
         Purchaser's properties at or to which Hazardous Materials were
         generated, manufactured, refined, transferred, imported, used or
         processed by Purchaser, or (to the knowledge of Purchaser) any other
         person for whose conduct Purchaser is or may be held responsible, or
         from which Hazardous Materials have been transported, treated, stored,
         handled, transferred, disposed, recycled, or received.

         Purchaser has delivered to Seller complete copies and results of any
         reports, studies, analyses, tests, or monitoring possessed or initiated
         by Purchaser or any of its shareholders pertaining to Hazardous
         Materials or hazardous activities in, on, or under Purchaser's
         properties or concerning compliance by Purchaser, or any other person
         for whose conduct Purchaser is or may be held responsible, with
         Environmental Laws.

                  8.33 INTELLECTUAL PROPERTY. Purchaser has good and valid title
         to and the rights to use the intellectual property identified on
         EXHIBIT "G" attached hereto.

                  8.34 CERTAIN PAYMENTS. Neither Purchaser nor any shareholder,
         director, officer, agent or employee of Purchaser, or any other person
         associated with or acting for or on behalf of Purchaser, has directly
         or indirectly: (a) made any contribution, gift, bribe, rebate, payoff,
         influence payment, kickback, or other payment to any person, private or
         public, regardless of form, whether in money, property, or services:
         (i) to obtain favorable treatment in securing business, (ii) to pay for
         favorable treatment for business secured, or (iii) to obtain special
         concessions or for special concessions already obtained, for or in
         respect of Purchaser, or (iv) in violation of any law; or (b)
         established or maintained any fund or asset that has not been recorded
         in the books and records of Purchaser.

                  8.35 CONSENTS AND APPROVALS. No consent, approval or
         authorization of, or declaration, filing or registration with, any
         governmental person, whether federal, state or local, is required of
         Purchaser in connection with the execution or delivery by Purchaser of
         this Agreement or the consummation by Purchaser of any of the
         transactions contemplated hereby, except as may be required to comply
         with the Securities Act or the Exchange Act and compliance filings with
         the State of Nevada.

                  8.36 CUSTOMERS AND SUPPLIER. This Section is intentionally
         omitted.


ASSET PURCHASE AGREEMENT PAGE 14
<PAGE>

                  8.37 CHANGES IN THE PURCHASER OR ITS DOCUMENTS. None of the
         following has occurred within the last twelve months prior to the date
         of this Agreement: (i) any change in the Articles of Incorporation or
         Bylaws of Purchaser; (ii) any change in the number of shares of stock
         issued and outstanding; (iii) the merger or consolidation of Purchaser
         with or into any other corporation or other entity; (iv) declaration or
         payment by Purchaser of any dividend or any repurchase by Purchaser of
         any shares of stock of Purchaser; or (v) except in the ordinary course
         of business and consistent with Purchaser's past practice, any increase
         in the compensation payable by Purchaser to any director, officer,
         employee or agent, or payment of any bonus, severance payment or other
         compensation to any director, officer, employee or agent, or the
         entering into of any agreement of any type which is not terminable by
         Purchaser on no more than 30 days notice.

                  8.38 SHAREHOLDERS AGREEMENTS AND OTHER AGREEMENTS. There are
         no shareholders agreements of any type, including but not limited to
         any voting trust agreements, voting agreements or similar arrangements
         restricting voting rights or the transferability of any interest in
         Purchaser relating to the capital stock of Purchaser, or otherwise
         relating to Purchaser. This representation and warranty does not
         include any pledge by a shareholder of capital stock of Purchaser, the
         terms of which may restrict transferability of such capital stock.
         Furthermore, there are no employment agreements, consulting agreements
         or similar type agreements relating to Purchaser which are not
         terminable by Purchaser without penalty on not more than 90 days
         notice.

                  8.39 ASSETS IN GOOD CONDITION. Each material asset of
         Purchaser which is a tangible asset is in good working order and
         condition, reasonable wear and tear excepted.

                  8.40 BROKERS AND FINDERS. No finder, broker, agent or other
         intermediary has acted for or on behalf of Purchaser in connection with
         the negotiations or consummation of this Agreement or of any of the
         transactions contemplated hereby, nor has Purchaser incurred or caused
         to be incurred any liability for any fee or commission in the nature of
         a finder's fee, originator's fee or broker's fee in connection with the
         subject matter of this Agreement, and Purchaser hereby indemnifies
         Seller, and agrees to hold Seller harmless, against all liabilities,
         expenses, costs, losses and claims, if any, arising from the employment
         by Purchaser (or any allegation of any such employment) of any finder,
         broker, agent or other intermediary in such connection.

An individual will be deemed to have knowledge of a particular fact or other
matter if such individual is actually aware of such fact or other matter without
inquiring, or such individual is not actually aware of the fact but written
notification of the fact has been received such that the individual should have
known the fact. An entity will be deemed to have knowledge of a particular fact
or other matter if any individual who is serving as a director or officer of the
entity is actually aware of such fact or other matter without inquiring, or such
individual is not actually aware of the fact but written notification of the
fact has been received such that the individual should have known the fact.

Purchaser hereby agrees to indemnify Seller and its members, officers, directors
and controlling persons and attorneys, and defend and hold them free and
harmless from and against any liability, obligation, loss, cost and expense,
including attorney's fees, incurred in connection with any material breach by
Purchaser of any of its representations, warranties or covenants contained in
this Agreement. The Contract Shareholders will indemnify and defend and hold
Seller harmless from and against any liability, including attorneys' fees
incurred by Seller in connection with any breach by the Contract Shareholders of
any representation or warranty, or covenant, contained in this Agreement.

The representations and warranties in this Section, and elsewhere in this
Agreement, and all indemnification provisions in this Agreement, will survive
the Closing. The rights of Seller based upon the representations and warranties
of Purchaser will not be affected by any investigation conducted with respect
thereto, or any knowledge acquired, or capable of being acquired, at any time,
whether before or after the execution of this Agreement, with respect to the
accuracy or inaccuracy of or compliance with, any such representation or
warranty.


ASSET PURCHASE AGREEMENT PAGE 15
<PAGE>

Disclosures made anywhere in this Agreement or its Exhibits shall be deemed to
be disclosures for all purposes of this Agreement.

         9. INTERIM EVENTS. Purchaser agrees that it shall take no action prior
to the Closing, other than in the ordinary course of business, which would or
might have a material adverse effect upon the financial condition of Purchaser,
and no benefits will be paid or incurred to shareholders, officers, or directors
of Purchaser between the date hereof and the Closing other than as is consistent
with past activities and practices.

From the date of this Agreement until the Closing, and except as otherwise
consented to or approved by Seller in writing, which consent shall not be
unreasonably withheld, Purchaser shall not: (i) change its Articles of
Incorporation or Bylaws; (ii) [this subparagraph (ii) is intentionally omitted];
(iii) merge or consolidate with or into any other corporation or other entity;
(iv) declare or pay any dividend or repurchase or otherwise acquire any shares
of stock of Purchaser; or (v) except in the ordinary course of business and
consistent with Purchaser's past practice, increase the compensation payable to
or to become payable by Purchaser to any director, officer, employee or agent,
or to pay any bonus, severance payment or other compensation to any director,
officer, employee or agent, or enter into any agreement of any type which is not
terminable by Purchaser on no more than 30 days notice.

         10. CONDITIONS OF THE OBLIGATIONS OF PURCHASER. The obligations of
Purchaser hereunder are subject to the following conditions being met prior to
or contemporaneously with the Closing:

                  (a) REPRESENTATIONS AND WARRANTIES. All of Seller's
         representations and warranties contained in this Agreement being true
         and correct in all material respects on and as of the Closing, with the
         same force and effect as though made on and as of the Closing, and
         Seller having performed or complied in all material respects with all
         agreements and covenants required by this Agreement to be performed or
         complied with by Seller on or prior to the Closing.

                  (b) EMPLOYMENT AGREEMENT. The execution by all parties thereto
         of an Employment Agreement in the form of EXHIBIT "I" attached hereto.

                  (c) CONTRACT FOR SERVICES. The execution by all parties
         thereto of a Contract for Services in the form of EXHIBIT "J" attached
         hereto.

         11. CONDITIONS OF THE OBLIGATIONS OF SELLER. The obligations of Seller
hereunder are subject to the following conditions being met prior to or
contemporaneously with the Closing:

                  (a) REPRESENTATIONS AND WARRANTIES. All of Purchaser's
         representations and warranties contained in this Agreement being true
         and correct in all material respects on and as of the Closing, with the
         same force and effect as though made on and as of the Closing, and
         Purchaser having performed or complied in all material respects with
         all agreements and covenants required by this Agreement to be performed
         or complied with by Purchaser on or prior to the Closing.

                  (b) EMPLOYMENT AGREEMENT. The execution by all parties thereto
         of an Employment Agreement in the form of EXHIBIT "I" attached hereto.


ASSET PURCHASE AGREEMENT PAGE 16
<PAGE>

                  (c) CONTRACT FOR SERVICES. The execution by all parties
         thereto of a Contract for Services in the form of EXHIBIT "J" attached
         hereto.

                  (d) NO MATERIAL ADVERSE CHANGE. The operations, assets and
         financial condition of Purchaser have not suffered a material adverse
         change between the date of this Agreement and the date of Closing, and
         the operations, assets and financial condition of Purchaser as of the
         Closing not being materially different in an adverse manner than the
         condition disclosed in Purchaser's most recent financial statements
         provided to Seller.

                  (e) MAINTENANCE OF ASSETS. Purchaser having maintained its
         assets in the same condition as of the date of this Agreement (subject
         only to ordinary wear and tear).

                  (f) ORDINARY COURSE OF BUSINESS. Purchaser having conducted
         its businesses diligently and substantially in the same manner as prior
         to the execution of this Agreement and not having entered into any
         material contract, commitment or transaction not in the usual and
         ordinary course or business.

                  (i) DIRECTORSHIPS. Harlan Siefkes having been installed on
         Purchaser's Board of Directors.

         12. ACQUISITION OF CHAIN-O-MINES.

                  (a) Immediately upon execution of this Agreement, Seller and
         Purchaser shall use their best efforts to negotiate an option to
         acquire the rights of Judge Robert Barnes and his affiliates in the
         Chain-O-Mines properties, and shall immediately thereafter begin
         working with Beth Roman for the purpose of having her appointed the
         guardian or conservator for the person and estate of Harold Caldwell.

         Upon the appointment of Beth Roman as guardian and/or conservator of
         the person and estate of Harold Caldwell, Seller and Purchaser shall
         use their best efforts to: (i) negotiate a settlement of the litigation
         between Harold Caldwell and Judge Robert Barnes and their affiliates
         regarding and affecting the Chain-O-Mines properties; and (ii) acquire
         the Chain-O-Mines properties as described herein (i.e., the Joint
         Venture Parcels (defined below) to be acquired in the Joint Venture
         LLC, and other Chain-O-Mine assets to be acquired by Purchaser).

         Purchaser shall assist Seller in such efforts by advancing certain
         predetermined legal fees and living expenses for Beth Roman.
         Purchaser's obligations under this paragraph shall be limited to the
         amounts and circumstances set forth in EXHIBIT "K" attached hereto, but
         Purchaser shall be obligated to fund said amounts up to said limits as
         and when requested by Seller.

                  (b) The parking lot which is approximately eight to ten acres,
         and has on it tailings (estimated at 2,500,000 to 3,000,000 tons) from
         the "Glory Hole," is referred to herein as the "PARKING LOT PROPERTY."
         Said term does not include the tailings on the surface of said real
         estate (except as is expressly described below), but does include any
         and all other interests of any type relating to said real estate. The
         Parking Lot Property, together with the approximately 3,200 acres of
         real property commonly referred to the "Young Ranch," and the
         approximately 260 acres of real estate commonly referred to as the
         "Proland Property," are sometimes collectively referred to herein as
         the "JOINT VENTURE PARCELS."

         If Purchaser (or any affiliate of Purchaser) shall ever have an
         opportunity to acquire rights relating to any or all of the Joint
         Venture Parcels, then, as to each such opportunity: (i) Purchaser shall
         notify Seller of the opportunity; (ii) if Purchaser (or any affiliate
         of Purchaser) takes advantage of the opportunity then Purchaser (or the
         affiliate) will do so in the Joint Venture LLC (defined below); and
         (iii) Seller will be entitled to participate in the Joint Venture LLC,
         without cost to Seller.


ASSET PURCHASE AGREEMENT PAGE 17
<PAGE>

         If within seven years after the date of this Agreement, Seller shall
         have an opportunity to acquire rights relating to one or more of the
         Joint Venture Parcels, then Seller will notify Purchaser of the
         opportunity, and Purchaser will be entitled to participate in the
         opportunity, thorough the Joint Venture LLC (defined below), as
         described below, on a right of first refusal basis. Seller shall give
         written notice to Purchaser that Seller desires for the Joint Venture
         LLC to enter into a transaction (the "JOINT VENTURE OPPORTUNITY")
         relating to one or more of the Joint Venture Parcels. Seller shall
         attach to that notice one or more documents showing the details of the
         Joint Venture Opportunity. The terms of the Joint Venture Opportunity
         must be commercially common terms subject to duplication, as opposed to
         terms which can only be met by the particular prospective purchaser
         (for example, the offer cannot be to exchange personal consulting
         services). For forty-five (45) days from receipt of the written notice
         from Seller, Purchaser shall have the option to cause the Joint Venture
         LLC to execute an agreement to engage in the Joint Venture Opportunity.
         If Purchaser does not cause the Joint Venture LLC to execute such an
         agreement within said time period, or if after such an agreement is
         executed the Joint Venture LLC is not able to consummate the
         transaction as provided for in the agreement within the time periods
         set out in the agreement, then Seller thereafter shall be entitled to
         consummate the transaction and/or take advantage of the Joint Venture
         Opportunity for Seller's benefit or the benefit of one or more third
         parties.

         The term "JOINT VENTURE LLC" (as used herein relating to an acquisition
         of one or more of the Joint Venture Parcels), means one or more limited
         liability companies formed for said purpose. Said limited liability
         company(s) will be formed in Colorado under Colorado laws, will be a
         "member-run" limited liability company(s), and will be owned and
         controlled equally, one-half each, by Seller and Purchaser. Seller and
         Purchaser will attempt in good faith to agree on the terms of an
         Operating Agreement to govern the limited liability company(s), but
         absent such an agreement, the limited liability company(s) will be
         governed by Colorado law without an Operating Agreement.

         It is acknowledged and agreed that Purchaser will provide or obtain the
         financing required to consummate the purchase of the Joint Venture
         Parcels, if they are acquired by the Joint Venture LLC., and the
         financing required to operate the Joint Venture LLC (including but not
         limited to paying the costs of removing the existing surface tailings
         from the Parking Lot Property (if said tailings are so removed), as
         described below), the parties agreeing that Purchaser is the "money
         partner" and Seller shall have no obligation to provide funds to or for
         the Joint Venture LLC.

         If the Parking Lot Property is acquired with tailings on its surface,
         then the tailings shall be acquired by the Joint Venture LLC as part of
         the purchase. It is anticipated that the Joint Venture LLC will
         thereafter sell the Parking Lot Property, and the tailings will have to
         be removed from the Parking Lot Property.

         If the Joint Venture LLC is required under its sale agreement to move
         the tailings, then Purchaser shall be responsible for moving the
         tailings and advancing the funds necessary to cover the costs of moving
         the tailings. The cost of the removal shall be an expense of the Joint
         Venture LLC, but only the cost of moving the tailings up to ten miles
         from the Parking Lot Property, and said cost shall be allocated by the
         Joint Venture LLC 90% to Purchaser and 10% to Seller. Purchaser shall
         thereafter own all of the tailings, which shall be part of the "Royalty
         Assets" subject to Seller's royalty interest granted in Section 13
         below.

         If the buyer under the Joint Venture LLC's sale agreement is required
         under the sale agreement to move the tailings for the benefit of
         Purchaser, then: (i) after the tailings are so moved, Purchaser shall
         own the tailings, which shall be part of the "Royalty Assets" subject
         to Seller's royalty interest granted in Section 13 below; and (ii) when
         allocating gain on the sale at the Joint Venture LLC level, and when
         making distributions from the Joint Venture LLC, $3,000,000.00 more
         shall be allocated and distributed to Seller than to Purchaser. This is
         a fixed amount adjustment agreed to by the parties to compensate Seller
         for the fact that the buyer will not pay as high of a purchase price
         for the Parking Lot Property if the buyer has to incur the cost to move
         the tailings.

         If the Joint Venture LLC sells the Parking Lot Property, and the
         tailing are sold to the buyer as part of the sale, then all of the
         sales proceeds from the sale, including proceeds from the tailings,
         shall belong to the Joint Venture LLC as if the tailings were included
         in the definition in this Agreement of the "Parking Lot Property."

                  (c) If Seller shall have an opportunity to acquire rights
         relating to one or more of the Chain-O-Mines properties other than the
         Joint Venture Parcels (the "NON-VENTURE OPPORTUNITY"), then Seller will
         notify Purchaser of the Non-Venture Opportunity, and Purchaser shall be


ASSET PURCHASE AGREEMENT PAGE 18
<PAGE>

         entitled to participate in the Non-Venture Opportunity, on a right of
         first refusal basis, without Seller having any interest therein (other
         than any interest of Seller in the capital stock of Purchaser). Seller
         shall give written notice to Purchaser of the Non-Venture Opportunity,
         and shall attach to that notice one or more documents showing the
         details of the Non-Venture Opportunity. The terms of the Non-Venture
         Opportunity must be commercially common terms subject to duplication,
         as opposed to terms which can only be met by the particular prospective
         purchaser (for example, the offer cannot be to exchange personal
         consulting services). For forty-five (45) days from receipt of the
         written notice from Seller, Purchaser shall have the option to execute
         an agreement to engage in the Non-Venture Opportunity.

                  If Purchaser does not execute such an agreement within said
         time period, or if after such an agreement is executed Purchaser is not
         able to consummate the transaction as provided for in the agreement
         within the time periods set out in the agreement, then Seller
         thereafter shall be entitled to consummate the transaction and/or take
         advantage of the Non-Venture Opportunity for Seller's benefit or the
         benefit of one or more third parties.

                  If Purchaser, or an Affiliate of Purchaser, acquires an
         interest in a Non-Venture Opportunity, then the interest so acquired
         will be included in the Royalty Assets, as that term is defined in
         subparagraph 13(a) below.

                  (d) If any of the Parking Lot Property is acquired by the
         Joint Venture LLC (or for some reason by Purchaser or an affiliate of
         Purchaser), AND said acquisition occurs prior to the acquisition by
         Purchaser (or an affiliate of Purchaser) of any other of the
         Chain-O-Mine properties, then upon the closing of the acquisition of
         the Parking Lot Property Purchaser shall issue to Seller an additional
         Five Hundred Thousand (500,000) shares of Purchaser's Common Stock and
         pay Seller an additional sum of $250,000.00 in cash. If thereafter
         Purchaser or an affiliate of Purchaser acquire any part of the
         Chain-O-Mine properties which includes the "Glory Hole," then upon the
         closing of the property which includes the "Glory Hole," Purchaser
         shall issue to Seller an additional Five Hundred Thousand (500,000)
         shares of Purchaser's Common Stock and pay Seller an additional sum of
         $250,000.00 in cash.

         If instead of as is called for in the paragraph appearing immediately
         above, Purchaser or an affiliate of Purchaser acquire any part of the
         Chain-O-Mine properties which includes the "Glory Hole" and the
         acquisition occurs before the Parking Lot Property is acquired by the
         Joint Venture LLC (or for some reason by Purchaser or an affiliate of
         Purchaser), then upon the closing of the acquisition of the property
         which includes the "Glory Hole" Purchaser shall issue to Seller an
         additional One Million (1,000,000) shares of Purchaser's Common Stock
         and pay Seller an additional sum of $500,000.00 in cash. If thereafter
         any other part of the Chain-O-Mine properties or a Joint Venture Parcel
         is acquired by the Joint Venture LLC, Purchaser or an affiliate of
         Purchaser, then no additional shares of Purchaser's Common Stock or
         cash shall be payable to Seller under this subparagraph (d), the
         parties intending in this subparagraph (d) (including this paragraph
         and the paragraph immediately preceding this paragraph) to call for the
         issuance to Seller of a maximum of 1,000,000 shares and $500,000.00
         cash (adjusted however if applicable by the paragraph appearing
         immediately below).

         The number of shares figures appearing in the two paragraphs
         immediately preceding this paragraph (i.e., of 500,000 shares and
         1,000,000 shares) are based on the number of shares of Common Stock
         issued as of the date of this Agreement, and shall be adjusted for
         future transactions such as stock splits and reverse stock splits. All
         such stock shall be eligible to participate, on the same terms and in
         the same proportions as granted to any management personnel of
         Purchaser, in any "piggyback" or other registration rights which may be
         made available after the Closing to any of said management personnel.
         Should Purchaser no longer be publicly traded on a US national exchange
         or the Over-The-Counter Bulletin Board, then Seller shall have
         pre-emptive rights and a right of first refusal to acquire its
         proportionate share (based on Common Stock ownership) on any shares of
         stock thereafter issued by Purchaser.


ASSET PURCHASE AGREEMENT PAGE 19
<PAGE>

                  The acquisition of the Young Ranch and/or the Proland Property
         will not trigger an obligation of Purchaser to issue shares or pay cash
         as described above in this subparagraph (d), regardless of whether
         either or both are acquired.

                  (e) Neither Purchaser nor Seller will have any obligation
         under this Agreement to bring to the other party any opportunity which
         is not part of the Chain-O-Mines.

         13. SELLER'S ROYALTY INTEREST.

                  (a) Seller and/or Seller's designated agents or assignees
         shall receive a royalty interest (the "ROYALTIES") on all of
         Purchaser's "Gross Production Proceeds" (defined below) as follows:

<TABLE>
<CAPTION>
    ------------------------- ---------------------------------------------------------- -------------------

             Row #                     Years                                             Seller's
                                                                                         Percentage of
                                                                                         Gross Production
                                                                                         Proceeds
    ------------------------- ---------------------------------------------------------- -------------------
<S>          <C>              <C>                                                                 <C>
             1                All years from the Closing date until Purchaser's                   10%
                              production on the Royalty Assets (defined below) reaches
                              six tons per hour, twenty hours per day, five days per
                              week, for a period of at least four consecutive weeks.
    ------------------------- ---------------------------------------------------------- -------------------
             2                From the end of the time period in Row 1 above until the            10%
                              end of five (5) full years thereafter.
    ------------------------- ---------------------------------------------------------- -------------------
             3                From the end of the time period in Row 2 above until the            5%
                              end of five (5) full years thereafter.
    ------------------------- ---------------------------------------------------------- -------------------
             4                For all time periods after the end of the time period in            2.5%
                              Row 3 above.
    ------------------------- ---------------------------------------------------------- -------------------
</TABLE>

         For purposes hereof, the term "GROSS PRODUCTION PROCEEDS" shall mean
the following:

                           (i) So long as Purchaser owns each of the Royalty
                  Assets, the term shall mean as to the Royalty Assets owned the
                  gross revenue earned by or for Purchaser or any Affiliate of
                  Purchaser from its/their "Related Mining Operations" (defined
                  below) of those Royalty Assets; and

                           (ii) If Purchaser sells any or all of the Royalty
                  Assets, then the term shall mean as to the Royalty Assets sold
                  the same as set out in subparagraph immediately (i) above,
                  except that the calculations will be based on the gross
                  revenue earned by the owner(s) of the Royalty Assets
                  transferred or any Affiliate of said owner(s). The buyer of
                  the Royalty Assets sold must in writing at the closing of the
                  sale assume and agree to timely perform the obligations of
                  Purchaser in this Section 13, as to the Royalty Assets sold to
                  the buyer. Seller's lien described in subparagraph 13(i) below
                  shall continue after the sale of the Royalty Assets to be an
                  encumbrance against the Royalty Assets sold.

         The term "RELATED MINING OPERATIONS" as used herein shall mean and
         include: (i) all income from tailings processing operations and other
         processing operations that are based on mining properties located
         within a twenty (20) mile radius of Central City and Blackhawk,
         Colorado, and/or within a twenty (20) mile radius of any Royalty Asset,
         but does not include tailings from mines outside of such radius but
         brought to a site within the radius for processing; and (ii) all
         income, whether from processing or otherwise, from tailings and other


ASSET PURCHASE AGREEMENT PAGE 20
<PAGE>

         materials of any type obtained from the Royalty Assets, whether or not
         processed in the geographical area described in (i) above.

         The term "ROYALTY ASSETS" as used herein shall mean and include the
         Assets (defined in Section 2 above), all tailings from the Parking Lot
         Property, as described in subparagraph 12(b) above, and Non-Venture
         Opportunities, as described in the last paragraph of subparagraph 12(c)
         above.

                  (b) Purchaser shall commence mining "Operations" on the Assets
         within two years after the Closing. For this purpose, Purchaser shall
         be deemed to have commenced "Operations" if any amount of Royalties has
         been generated under subparagraph 13(a) above and paid to Seller under
         said provision. If Purchaser shall not have so commenced Operations,
         then Seller shall be entitled, for a period of six months after the
         expiration of said two year period, to purchase the Assets from
         Purchaser for a cash purchase price equal to the purchase price(s) paid
         by Seller to acquire the Assets prior to transfer of the Assets to
         Purchaser under this Agreement. If Seller so elects to purchase the
         Assets, then Purchaser shall so sell the Assets to Seller and shall
         deliver to Seller title to the Assets free and clear of any and all
         encumbrances, other than those, if any, encumbering the Assets
         immediately after the Closing of Purchaser's acquisition of the Assets
         pursuant to this Agreement.

                  (c) The Royalties will be payable quarterly, on a calendar
         quarter basis, on or before the first day of the month following the
         first month after the end of the calendar quarter to which the
         Royalties relate (for example, Royalties for the first quarter of a
         year shall be payable by May 1 of that year).

                  (d) As used in this Agreement, the term "Affiliate" shall
         mean:

                           (i) Any natural person, partnership, joint venture,
                  corporation, estate, trust, association, or other legal
                  entities ("Person") directly or indirectly owning,
                  controlling, or holding with power to vote five percent (5%)
                  or more of the outstanding voting securities of Purchaser;

                           (ii) Any Person five percent (5%) or more of whose
                  voting securities are directly or indirectly owned,
                  controlled, or held with power to vote by Purchaser;

                           (iii) Any Person directly or indirectly controlling,
                  controlled by or under common control with Purchaser;

                           (iv) Any officer, director, partner or trustee of
                  Purchaser; and/or

                           (v) If such other Person is an officer, director,
                  partner, or trustee, any company or trust for which such
                  Person acts in such capacity.

                  (e) All unpaid Royalties and other amounts due to Seller
         hereunder shall bear interest from the due date until the date of
         payment at the rate of eighteen percent (18%) per annum.

                  (f) If, during the term of this royalty agreement, Purchaser,
         or any Affiliate of Purchaser, offers any product or service in
         exchange for less than commercially reasonable consideration, without
         the prior written approval of Seller, then Seller shall nonetheless be
         entitled to Royalties based upon the value of the product transferred
         or services performed.

                  (g) On or before the due date of the Royalties described
         above, Purchaser shall make a written report to Seller in form and with
         detail as shall reasonably be requested by Seller, setting forth the
         sales and other detail relating to the Gross Production Proceeds for
         the period to which the Royalties relate.


ASSET PURCHASE AGREEMENT PAGE 21
<PAGE>

         Purchaser shall keep at its principal place of business, such books and
         records and other documents relating to its Gross Production Proceeds
         during the term of this Agreement as may be necessary or proper to
         enable the amounts payable to Seller hereunder to be conveniently
         ascertained, and shall permit Seller or Seller's duly authorized
         representatives, upon reasonable notice, at reasonable times, up to one
         year after expiration or termination of this Agreement, to inspect all
         such accounts and records and to take extracts therefrom or copies
         thereof to the extent necessary to verify the report and payments
         required under the terms of this Agreement.

         Seller shall have the right, from time to time during the time of this
         Agreement, and for a period of one year thereafter, to cause the books
         and records of Purchaser to be audited or otherwise reviewed. In the
         event said audit or review is done by an independent certified public
         accountant, the following shall apply:

                                    (i) If the audit or review discloses that
                  Seller was underpaid its Royalties by two percent (2%) or more
                  during the period covered by the audit or review, then
                  Purchaser shall, within ten (10) days after demand is made
                  therefor, pay all costs relating to said audit or review and
                  pay Seller an amount equal to two (2) times the amount of the
                  underpayment. Seller shall further have all other rights and
                  remedies against Purchaser available at law, in equity, or
                  under this Agreement with respect to such underpayment.

                                    (ii) If the audit or review fails to
                  disclose an underpayment to Seller of two percent (2%) or
                  more, then Seller shall pay the cost of the audit or review.

                                    (iii) If the audit or review discloses that
                  Seller was underpaid by less than two percent (2%), or
                  overpaid, in any period, then Purchaser, or Seller, as the
                  case may be, shall within ten (10) days after demand made
                  therefor, pay the amount of the underpayment or overpayment.

         Purchaser hereby authorizes Seller and its representatives and agents
         to contact Purchaser's accounting firm and legal counsel, and, if
         reasonably necessary for proper verification, Purchaser's customers and
         suppliers, for verification of the calculation of Royalties, and
         Purchaser instructs said firms to provide Seller with any and all
         information requested by Seller.

                  (h) Purchaser agrees to indemnify and defend and save harmless
         Seller from every claim, demand, expense, and cost, including
         attorney's fees, which may arise by reason of the operations of
         Purchaser or any other person or entity, conducted on or in connection
         with the Assets, arising after the Closing.

                  (i) At the Closing, liens shall be placed encumbering the
         Assets, securing Purchaser's obligation under this Agreement. As to the
         real estate, the liens will be in the form of Deeds of Trust and
         Assignments of Rent, using the Escrow Agent's standard form, if any,
         and in the absence of such a form, then using a form acceptable to
         Seller in Seller's discretion. If any such lien would violate any
         applicable "rule against perpetuities," then that lien shall be
         extinguished on the earlier to occur of: (i) December 31, 2103; or (ii)
         twenty-one years after the death of the last to die of the "lives in
         being," as of the date the lien originated, in the group consisting of
         the parties whose signatures appear on this document, the President of
         the United States, and the Speaker of the House of Representatives of
         the Untied States, and any then-living descendent of any of said
         persons.

         14. SURVIVAL OF REPRESENTATIONS AND INDEMNIFICATION.

                  (a) SURVIVAL. All statements contained in any Exhibit,
         Schedule, document, certificate or other instrument delivered by or on
         behalf of any party hereto, or in connection with the transactions


ASSET PURCHASE AGREEMENT PAGE 22
<PAGE>

         contemplated hereby, shall be deemed to be representations and
         warranties made pursuant to this Agreement by such party along with the
         representations and warranties made pursuant to this Agreement, and
         shall survive the consummation of the transactions contemplated by this
         Agreement and the investigations made by or on behalf of any of the
         parties.

                  (b) INDEMNIFICATION BY SELLER. Seller agrees to indemnify
         Purchaser and hold Purchaser harmless against and in respect to any and
         all damages, losses, expenses, costs, obligations and liabilities,
         including reasonable attorney's fees, incurred in connection with any
         asserted claim or loss which Purchaser may incur or may suffer by
         reason of: (i) any breach of, or failure of Seller to perform, any of
         their representation, warranties, guarantees, commitments or covenants
         contained in this Agreement; and/or (ii) any act or omission of Seller
         which constitutes a breach or default hereunder. Consummation of the
         Transaction hereunder shall not be deemed or construed to be a waiver
         of any right or remedy of Purchaser, notwithstanding the facts which
         Purchaser knew or should have known at the time of Closing, nor shall
         this subparagraph or any other provision of this Agreement be deemed or
         construed to be a waiver of any ground or defense by Purchaser.

                  (c) INDEMNIFICATION BY PURCHASER. Purchaser agrees to
         indemnify Seller and hold Seller harmless against and in respect to any
         and all damages, losses, expenses, costs, obligations and liabilities,
         including reasonable attorney's fees, incurred in connection with any
         asserted claim or loss which Seller may incur or may suffer by reason
         of: (i) any breach of, or failure of Purchaser to perform, any of their
         representation, warranties, guarantees, commitments or covenants
         contained in this Agreement; and/or (ii) any act or omission of
         Purchaser which constitutes a breach or default hereunder. Consummation
         of the Transaction hereunder shall not be deemed or construed to be a
         waiver of any right or remedy of Seller, notwithstanding the facts
         which Seller knew or should have known at the time of Closing, nor
         shall this subparagraph or any other provision of this Agreement be
         deemed or construed to be a waiver of any ground or defense by Seller.

         15. NOTIFICATION OF CERTAIN MATTERS. Each party to this Agreement will
give prompt notice to other parties to this Agreement of:

                  (i) The occurrence, or non-occurrence, of any event the
         occurrence, or non-occurrence, of which would be likely to cause any
         representation or warranty contained in this Agreement to be untrue or
         inaccurate in any material respect; and

                  (ii) The failure of the party to comply with or satisfy any
         material covenant, condition or agreement to be complied with or
         satisfied by the party under this Agreement.

         16. FURTHER ASSURANCES. The parties agree to do such further acts and
things and to execute and deliver such additional agreements and instruments as
any party may reasonably require to consummate, evidence, or confirm any
agreement contained herein in the manner contemplated hereby.

         17. AUTHORITY. Any individual executing this Agreement on behalf of an
entity represents and warrants that such individual has the right and authority
to execute this Agreement on behalf of such entity and that the entity will be
bound by this Agreement.

         18. NOTICES. Any notice or communication given under the terms of this
Agreement ("Notice") shall be in writing and shall be delivered in person or
mailed by certified mail, return receipt requested, in the United States Mail,
postage pre-paid, addressed as follows:

         If to Purchaser, to:

         Oretech, Inc.
         P.O. Box 1735
         Columbus, Georgia 31902-1735
         Attention: Stephen D. Cummins, Chief Executive Officer


ASSET PURCHASE AGREEMENT PAGE 23
<PAGE>

         With copy to:

         David E. Wise, Attorney
         432 Glorietta Blvd.
         Coronado, California 92118

   If to Seller, to:

         Mr. Edward McCarthy
         1565 Sherman Street
         Denver, Colorado 80203

         Mr. Harlan Siefkes
         P.O. Box 9118
         Scottsdale, Arizona 85252

         Mr. John Jacobson
         2341 North 87th Way
         Scottsdale, Arizona 85257

         Mr. Al Noto
         3318 Dewey
         Tampa, Florida 33607

   If to Contract Shareholders, to:

         Mr. Stephen D. Cummins
         c/o Oretech, Inc.
         P.O. Box 1735
         Columbus, Georgia 31902-1735

         Mr. Francis C. Hargarten
         c/o Oretech, Inc.
         P.O. Box 1735
         Columbus, Georgia 31902-1735

or at such other address as a person may from time to time designate by Notice
hereunder. Notice shall be effective upon delivery in person, or if mailed, at
midnight on the third business day after the date of mailing.

         19. ENTIRE AGREEMENT; MODIFICATION; WAIVER. This Agreement constitutes
the entire agreement among the parties hereto pertaining to the subject matter
hereof and supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions whether oral or written. Any modification or waiver
of any term of this Agreement, including a modification or waiver of this term,
must be in writing and signed by the parties to be bound by the modification or
waiver. No waiver of any of the provisions of this Agreement shall constitute a
waiver of any other provision (whether or not similar), not shall such waiver
constitute a continuing waiver unless otherwise expressly provided.

         20. HEADINGS. Paragraph and Subparagraph headings are not to be
considered part of this Agreement, are included solely for convenience and are
not intended to be full or accurate descriptions of the content hereof.

         21. EFFECT OF TERMINATION. Termination of this Agreement pursuant to
any of its provisions shall be without prejudice to any other rights or remedies
of the respective parties at law or in equity.


ASSET PURCHASE AGREEMENT PAGE 24
<PAGE>

         22. SEVERABILITY. If any portion of this Agreement shall be declared by
any court of competent jurisdiction to be invalid, illegal, or unenforceable,
such portion shall be deemed severed from this Agreement, and the remaining
parts hereof shall remain in full force and effect as fully as though such
invalid, illegal or unenforceable portion had never been a part of this
Agreement.

         23. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Arizona,
without giving effect to the conflicts of laws rules thereof. The courts of the
State of Arizona shall have the sole and exclusive jurisdiction and venue in any
case or controversy arising under this Agreement or by reason of this Agreement.
The parties agree that any litigation or arbitration arising from the
interpretation or enforcement of this Agreement shall be only in either Maricopa
County Superior Court or in the United States Federal District Court for the
District of Arizona, and for this purpose each party to this Agreement (and each
person who shall become a party) hereby expressly and irrevocably consents to
the jurisdiction and venue of such courts.

         24. ATTORNEY'S FEES. Should any party institute any action or
proceeding to enforce this Agreement or any provision hereof, or for damages by
reason of any alleged breach of this Agreement, or of any provision hereof, or
for a declaration of rights hereunder, the prevailing party(s) of such action or
proceeding shall be entitled to receive from the other involved party or parties
all costs and expenses, including reasonable attorneys' fees and expert witness
fees incurred by the prevailing party(s) in connection with such action or
proceeding.

         25. COUNTERPARTS, FACSIMILE SIGNATURES. This Agreement may be executed
by the parties in one or more counterparts, and any number of counterparts
signed in the aggregate by the parties shall constitute a single instrument. The
parties authorize and agree to accept facsimile signatures in counterparts to
this Agreement, and that said facsimile signatures shall for all purposes be
binding upon the parties as if the same were original signatures.

         26. PUBLICITY. All notices to third parties and all other publicity
concerning the transactions contemplated by this Agreement shall be released
only with the written consent of Purchaser and Seller.

         27. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns. Neither this Agreement nor any interest herein shall be assigned by
Purchaser or Seller without the prior written consent of the other; provided,
however, that: (i) Seller shall be entitled to assign its rights under Section
13 above (regarding Royalties); and (ii) Purchaser shall be entitled to assign
its rights under this Agreement to a wholly-owned subsidiary of Purchaser formed
to consummate the Transaction, but any such assignment shall not relieve
Purchaser of any of its obligations under this Agreement.

         28. MISCELLANEOUS. The parties agree that each party and its counsel
have reviewed and revised this Agreement, or had an opportunity to review and
revise this Agreement, and that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not apply to the
interpretation of this Agreement or any amendments or exhibits hereto. The
parties do not intend to confer any benefit upon any person, firm, or
corporation other than the parties hereto. No representation or warranty herein
may be relied upon by any person not a party to this Agreement. No waiver of any
provision of this Agreement shall be effective unless made in writing. The
Exhibits attached hereto are incorporated into and are part of this Agreement.
The parties agree that time is of the essence of each and every provision of
this Agreement.


ASSET PURCHASE AGREEMENT PAGE 25
<PAGE>

         DATED the date first set forth above.

SELLER:

                                          Frontier Development, LLC., a Nevada
                                          limited liability Company


                                          By:    /s/ Edward McCarthy
                                             --------------------------------
                                               Edward McCarthy, Member

                                          By:    /s/ Harlan Siefkes
                                             --------------------------------
                                               Harlan Siefkes, Member

                                          By:    /s/ John Jacobson
                                             --------------------------------
                                               John Jacobson, Member

                                          By:     /s/ Al Noto
                                             --------------------------------
                                               Al Noto, Member

PURCHASER:

                                          Oretech, Inc., a Nevada corporation

                                          By:  /s/ Stephen D. Cummins
                                             --------------------------------
                                               Stephen D. Cummins
                                               Chief Executive Officer

CONTRACT SHAREHOLDERS:                     /s/ Stephen D. Cummins
                                          -----------------------------------
                                          Stephen D. Cummins

                                          /s/ Francis C. Hargarten
                                          -----------------------------------
                                          Francis C. Hargarten

SELLING MEMBERS:
                                          /s/ Edward McCarthy
                                          -----------------------------------
                                          Edward McCarthy

                                          /s/ Harlan Siefkes
                                          -----------------------------------
                                          Harlan Siefkes

                                          /s/ John Jacobson
                                          -----------------------------------
                                          John Jacobson

                                          /s/ Al Noto
                                          -----------------------------------
                                          Al Noto


ASSET PURCHASE AGREEMENT PAGE 25

</TEXT>
</DOCUMENT>
