UNITED PARK CITY MINES CO
CONTRIBUTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>CONTRIBUTION AGREEMENT
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Exhibit 10.17

     THIS AGREEMENT CONTAINS CONFIDENTIAL TERMS WHICH HAVE BEEN OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

                             CONTRIBUTION AGREEMENT

         This  Contribution  Agreement  ("Agreement") is entered into as of June
15, 2000 (the "Effective Date") by and between UPK/DMB,  LLC, a Delaware limited
liability  company  ("Company"),  United  Park City  Mines  Company,  a Delaware
corporation ("UPK") and DMB Park City, LLC, an Arizona limited liability company
("DMB").

                                    RECITALS:

         A. UPK is the  owner of or has  interests  in  certain  real  property,
subject to various encumbrances, interests and claims, some but not all of which
are described below in Recitals B and C, which real property is located in:

                  (i) Summit County,  Utah,  known as the  "Flagstaff  Property"
consisting of approximately 1800 acres, which is more particularly  described on
Exhibit A attached hereto;

                  (ii) Wasatch  County,  Utah,  known as the "Bonanza  Property"
consisting of approximately 1800 acres, which is more particularly  described on
Exhibit B attached hereto;

                  (iii)  Summit  County,   Utah,  known  as  "Richardson  Flats"
consisting of approximately 640 acres,  which is more particularly  described in
Exhibit C attached hereto; and

                  (iv)  Summit  County,   Utah,  known  as  "Quinn's   Junction"
consisting of approximately 20 acres,  which is more  particularly  described in
Exhibit D attached hereto.

         B. UPK is  endeavorig  to,  and will,  to the  extent  set forth in the
Acquisition  Election (as defined in the  Operating  Agreement),  exercise  best
efforts to acquire all or a portion of:

                  (i)      *****;

                  (ii)     *****;

                  (iii)    *****;

                  (iv)     *****;

                  (v)      *****;

                  (vi)     *****; and

                  (vii)    *****;

         C. UPK is endeavoring  to acquire,  and, to the extent set forth in the
Acquisition Election, will exercise best efforts to acquire, an emergency access
easement over and with respect to a portion of:

                  (i)      *****; and

                  (ii)     *****.

         D. UPK is also the owner of certain  Water  Rights  (as  defined in the
Operating Agreement) which are necessary for the development of the Properties.

The term  "Property" or "Properties" as used herein shall refer to all interests
or rights in the  properties  described  in  Recitals  A, B, C and D,  which UPK
currently owns or subsequently acquires, recognizing,  however, that in the case
of  Properties  subsequently  acquired  UPK may be entitled to a credit  against
Costs  incurred by the Company in the  acquisition  thereof as and to the extent
set forth under the definition of Costs herein or in the Operating Agreement.

         E. In anticipation  of development of the  Properties,  UPK has entered
into the following agreements:

                  (i)  Development  Agreement  for Flagstaff  Mountain,  Bonanza
Flats,  Richardson  Flats, the 20 Acre Quinn's Junction Parcel and Iron Mountain
with Deer Valley and Park City Municipal  Corporation  ("City") dated as of June
24, 1999 ("Development Agreement");

                  (ii) Deer Valley  Settlement  Agreement dated November 6, 1992
("Deer Valley Settlement Agreement");

                  (iii) Exchange  Agreement with Park City Star Mining  Company,
Inc. dated November __ [undated], 1999 ("Park City Star Exchange Agreement");

                  (iv) Exchange  Agreement with Deer Valley Resort Company dated
March 6, 2000 ("Deer Valley Exchange Agreement");

                  (v)  Settlement  Agreement  with Park City dated  November  6,
1992,  concerning  the  waiver of any  requirement  for the  Project  to provide
certain additional water rights ("Park City Settlement Agreement");

                  (vi)  Agreement for Joint Well  Development  Program with Park
City dated January 14, 2000 ("Joint Well Agreement");

                  (vii) Memorandum of Understanding  Between Park City Municipal
Corporation and United Park City Mines Company  Clarifying and  Implementing the
Water  Service  and  Water  Source  Development  Provisions  of the  Development
Agreement dated January 14, 2000 ("Water  Memorandum")  (collectively,  the Park
City  Settlement  Agreement,  Joint Well Agreement and Water  Memorandum are the
"Water Agreements"); and

                  (viii) and any other  agreements  now existing or  hereinafter
entered into by UPK  (excluding  any water  agreements or rights not included in
the  definition  of Water Rights as stated in the  Operating  Agreement),  which
relate directly to, or provide benefits or services to, the Properties, but only
to  the  extent  reasonably   necessary  for  the  development  of  the  Project
(collectively  the  agreements   identified  in  Recital  E  are  the  "Existing
Agreements").

         F. Contemporaneously  herewith, UPK and DMB have formed the Company and
entered  into  an  Operating   Agreement  of  even  date  herewith   ("Operating
Agreement") which is incorporated herein by reference,  whereby UPK and DMB have
become  members  of the  Company.  DMB is the  Managing  Member  of the  Company
("Managing Member"). The purpose of the Company is to acquire (i) the Properties
or the  portions  of the  Properties  (excluding  Excluded  Property  as defined
herein) which are  necessary  for  development  as  development  areas under the
Approved  Business Plan,  together with such Surface Rights (defined  herein) as
are  necessary to desirable to serve the proposed  development  areas,  (ii) the
Water Rights and (iii) certain rights,  or the right to exercise certain rights,
of UPK under the Existing  Agreements  which may provide  benefits and which are
reasonably necessary to develop the Properties, or to develop a Project on those
portions of the Properties  which are not Excluded  Property,  all as more fully
described in the Operating Agreement.

         G. UPK is willing to  contribute,  to the extent of its rights  therein
now owned or hereafter  acquired,  the  Properties,  the Water  Rights,  and any
rights  necessary  to the  development  of the  Properties  under  the  Existing
Agreements to the Company at the times and on the terms and conditions set forth
herein;  provided,  however,  that UPK is not required to contribute  affordable
housing credits or sites acquired from or in connection with other properties of
UPK not included in the Properties.

                                   AGREEMENT:

         NOW, THEREFORE,  for valuable  consideration,  including the agreements
contained in the Operating  Agreement,  receipt of which is hereby acknowledged,
the parties agree as follows:

         1. Recitals;  Defined Terms, Conflicts.  The recitals to this Agreement
are true and correct and are  incorporated  herein by  reference,  the  exhibits
hereto are  incorporated  herein by  reference.  Capitalized  terms used but not
defined  herein  shall  have the  meanings  ascribed  thereto  in the  Operating
Agreement.  In the  event  of any  conflicts  between  this  Agreement  and  the
Operating Agreement, the terms of the Operating Agreement shall control.

         2.  Contribution of the Properties and Surface  Rights.  Subject to the
Contribution  Conditions  set forth  herein,  upon written  Contribution  Notice
(defined  herein)  from the  Managing  Member  to UPK,  which  request  shall be
substantially  in  accordance  with the  Approved  Conceptual  Plan and Approved
Business Plan (each as defined in the Operating  Agreement) for such  Properties
or portions  thereof to be developed as development  areas or as Surface Rights,
UPK shall contribute:

                  (a) the  Properties  or  portions  thereof  specified  in such
Contribution  Notice  (such  portions as are  contributed  from time to time are
called the  "Contributed  Properties")  as are necessary for  development of the
Project in  accordance  with the  Phasing  Plans to be approved as a part of the
Initial  Business Plan and the Initial  Conceptual Plan previously  submitted to
UPK as the same  are  refined,  including  without  limitation,  the  timing  of
contributions,  by the revised Initial Business Plan and Initial Conceptual Plan
to be  presented  to UPK by DMB no later than  September 1, 2000 for adoption by
the Members and further  refined by  subsequent  Business  Plans and  Conceptual
Plans for specific developable areas;

                  (b) Consistent with the Approved  Business Plan and to satisfy
governmental  requested  requirements  and where not in  conflict  with on going
obligations of UPK under present and future permits, easements rights ("Easement
Rights") which consist of non-exclusive easements,  licenses,  rights of way, or
other surface  rights to be specified by the Managing  Member on portions of the
Excluded  Property  which are  necessary to provide  services and access for the
Contributed  Properties to be developed,  including without  limitation  utility
easements, roadway easements, emergency access easements, maintenance easements,
transportation  corridor easements for gondolas and other transportation  modes,
easements  for  skiing,  hiking,  biking and other  recreational  uses,  and for
providing  access to recreational  properties and facilities,  easements for the
transit and retention  basins for surface  water runoff,  easements for parking,
easement for equipment and vehicle and machinery storage and operation,  and any
other  easements  for  services  or  access  contemplated  or  required  by  the
Development Agreement or as set forth in the Approved Business Plan;

                  (c)  Dedicate  to the  public or deed  restrict  or  otherwise
restrict by covenants,  conditions and restrictions or otherwise as requested by
the  Managing  Member  ("Deed  Restrictions")  all or portions  of the  Excluded
Property for rights of way, open spaces, view corridors,  hiking, skiing, biking
or other trails and other public uses as required by the  Development  Agreement
or as a condition of subsequent  development  approvals or reasonably  necessary
for development of the Properties;

                  (d)  The  Water  Rights  or  such  portion  thereof  as may be
required in DMB's judgment to develop the Properties to be contributed,  and the
other Water Rights  subject to the  Company's  Option as set forth in subsection
(f) below to the extent that the Option is exercised; and

                  (e) An  assignment,  right  to  exercise,  other  transfer  or
conveyance of any rights under the Existing Agreements which may be necessary or
provide  benefits  or services to the  Properties  or to develop the  Properties
contributed, as contemplated by the Approved Business Plan,

all upon the conditions stated herein. The Easement Rights and Deed Restrictions
are collectively  sometimes  herein called "Surface  Rights." The term "Excluded
Property" as defined in the Operating Agreement means any portion or portions of
the  Properties  which are  designated by DMB to be  unacceptable  in DMB's sole
discretion  because  they  contain  any  active  or prior  mine  sites or mining
facilities ("Mine Sites or Facilities"),  any waste mine rock,  tailings dump or
storage  or other  materials  or areas  which may be  subject  to  environmental
concerns ("Mine Waste") or wetlands, protected wildlife areas or other areas not
suitable for development. To the extent that DMB elects to exclude any active or
prior Mining Sites or  Facilities,  areas known to contain Mine Waste or to have
suspected  environmental  concerns,  and areas of wetlands or protected wildlife
areas from the Properties as Excluded Properties,  DMB shall designate the gross
area to be included and excluded from the Properties to be  contributed  and the
Company shall cause, at the Company's cost, a survey to be prepared of the areas
to  be  included  in  each  of  the  Contributed  Properties.  Each  date  of  a
contribution  of  the   Contributed   Properties  to  the  Company  shall  be  a
"Contribution  Date." To the extent that Surface Rights and Existing  Agreements
are  transferred  or assigned to the  Company,  the Company and DMB shall assume
obligations (excluding any environmental obligations or liabilities) that relate
directly and solely to the Surface Rights or Existing Agreements  transferred or
assigned, and with respect to obligations which may affect more than the Surface
Rights or Existing Agreements transferred or assigned, will work out the sharing
of obligations  (excluding any  environmental  obligations or  liabilities) on a
reasonable  basis.  Any cost sharing with respect to  environmental  obligations
will be as set forth in the Protocol.  Any Disagreement  with respect to sharing
of obligations shall be subject to dispute  resolution under Section 5.12 of the
Operating Agreement.

                  (f) UPK owns  certain  Water  Rights in the  Ontario  #2 Drain
Tunnel,  and hereby  grants the Company the  exclusive  option,  to be exercised
within 36 months from the date hereof, to have UPK make available to the Company
in a legally  acceptable  form for as long as the Company  desires as much water
for golf and irrigation use for the Bonanza Property and golf irrigation for the
Richardson  Flats  Property  as DMB shall in good faith deem  necessary  for the
development,  taking into  account all  relevant  factors  concerning  potential
alternate  water rights and sources,  including  without  limitation,  the legal
status and cost of alternative  sources of water,  the cost of such  alternative
water rights and water sources,  the cost of delivery of water to the Properties
and all other factors which will affect costs and legal certainty as well as the
feasibility  of having  water  rights  and water  sources  when  needed for such
properties.  The water made available shall include both water rights and source
water and the Option Right may be exercised by written  notice from DMB,  acting
alone on behalf of the Company,  to UPK  specifying the quantity of water rights
and water source to which the exercise relates and the term of the exercise. UPK
shall  execute any legal  documents  reasonably  necessary to perfect the Option
Right in the Company and if  exercised  to make  available  the water rights and
water to the  Company.  In no event less than 180 days prior to the date for DMB
commencement of water use (the "Commencement Date"), DMB shall notify UPK of the
Commencement  Date. At any time prior to the Commencement Date, UPK may lease or
license the water  subject to the Option  Right;  provided,  however,  that such
lease or license shall not interfere with DMB's Option Right.  The Company shall
compensate  UPK for the Ontario #2 Drain Tunnel water used by the Company at the
rate of $300 per acre  foot per  annum,  which  rate  shall be  adjusted  on the
Commencement  Date and annually on each anniversary of the Commencement  Date to
equal $300  multiplied  by a fraction,  the  numerator  of which is the Consumer
Price  Index  -  All  Urban   Consumers  -  All  Items  -  U.S.   City   Average
(1982-1984=100)  published by the United States  Department of Labor,  Bureau of
Labor Statistics (the "CPI") for the last day of the calendar quarter  preceding
the Commencement  Date and each applicable  anniversary of the Commencement Date
and the denominator of which is the CPI as of the date of this Agreement.

         3.  Condition of Properties on the  Contribution  Date. On the date the
Properties are required to be contributed to the Company, UPK covenants that the
condition of the Properties shall be as follows:

                  (a) Title to the Properties  contributed  shall be contributed
by UPK subject to no monetary liens or monetary encumbrances  ("Monetary Liens")
including  property taxes for 1999 and prior years (the Company being  obligated
to pay property taxes for 2000 and future years) or other encumbrances  approved
by DMB in its reasonable  judgment.  UPK shall be responsible  for any roll back
taxes  imposed  by  any  applicable  Utah  governmental  entity  on  Contributed
Properties for the years 1999 and prior and the Company shall be responsible for
any such roll back taxes applicable to the years from 2000 forward;

                  (b) Any Mine Sites or Facilities shall have been remediated by
UPK in accordance  with a Mine Hazards  Protocol  ("Mine  Protocol")  reasonably
acceptable to the Managing Member. The Mine Protocol shall be in addition to any
Mine/Soil Hazard Mitigation Plan ("Mine Mitigation Plan") to be developed by UPK
and delivered to the City for approval as required by the Development Agreement.
Notwithstanding  the  foregoing,  UPK shall  deliver  a copy of the  draft  Mine
Mitigation Plan to the Managing  Member prior to submission  thereof to the City
and the parties  shall  co-ordinate  the two plans to the extent  possible,  and
shall  co-operate in planning and cleanup but with separate  obligations  as set
forth in the Mine Protocol or the Business Plan.  All  remediation of Mine Sites
or Facilities  shall be done under the Mine Protocol under the supervision of an
independent  third  party mine  consultant  ("Mine  Protocol  Manager")  and the
remediation or other management shall be performed by another  independent third
party contractor,  each of which shall be engaged by UPK, subject to the consent
and approval of DMB. To the extent that any Mine Sites or Facilities  are on, or
reasonably  adjacent to development areas on Properties to be contributed to the
Company, or on other areas designated by the Mine Protocol or the Business Plan,
such as trails,  roads and other areas where routinely people can be expected to
be  present as a result of the  development  of such  areas  (collectively,  the
"Adjacent  Properties"),  the  provisions of both the Mine Protocol and the Mine
Mitigation  Plan with respect  thereto  shall be  reasonably  acceptable  to the
Managing Member and shall provide, at a minimum,  that any mine shafts, adits or
tunnels  which are open to the  surface  be capped or  otherwise  remediated  or
managed as  provided  in the Mine  Protocol.  The Mine  Protocol  shall  contain
specific sections dealing with the management of capping of the Daly No. 2 shaft
and the removal of the Mining Facilities at the Ontario No. 3 mine complex site.
The cost of  remediating  Mine Site or Facilities  wherever  located and whether
under the Mine Protocol or the Mine Mitigation Plan shall be at the sole expense
of UPK,  except  that the cost of  remediation  or other  management  within the
development areas and the Adjacent Properties designated by the Mine Protocol or
the Business Plan shall be allocated as provided therein;

                  (c) All Mine Waste on the  development  areas on Properties to
be contributed,  and on Surface Rights on Excluded Property where the Company is
granted such Surface Rights, shall be remediated in accordance with a Mine Waste
Remediation  Protocol  ("Environmental  Protocol")  to be approved by either the
Utah Department of Environmental Quality ("UDEQ"), the Environmental  Protection
Agency ("EPA") or another  entity or agency  acceptable to both UPK and DMB. The
Company and the Managing  Member will  co-ordinate the planning and cleanup with
UPK but shall have no  obligations  for cleanup  except for any cost sharing set
forth in the  Environmental  Protocol.  To the extent that the Company  produces
clean fill dirt in excess of the amount needed for its development activities in
connection  with  its  construction  activities,  it  will  permit  UPK  or  its
independent  third party contractor to remove the fill dirt for use in soil caps
under the  remediation  which is unrelated to the  development  activities.  DMB
shall  reasonably  co-operate  with UPK in trying to minimize  UPK's  expense in
connection  with the use of  excess  fill  dirt and will  stockpile  the same at
locations within the Contributed  Properties where it will have the least impact
on the Company. UPK will pay for that portion of the cost of removing the excess
fill dirt  consisting  of the actual cost of removal  over of the cost,  if any,
which the Company,  would have incurred to dispose of the excess fill dirt,  and
in the case of a  Disagreement  with  respect to such  difference  in cost,  the
matter shall be subject to the dispute resolution procedures under Section 5.12.
All  remediation  of Mine  Waste  shall  be done  under  the  supervision  of an
independent third party environmental  consultant  ("Protocol  Manager") and the
remediation or other management shall be performed by another  independent third
party contractor,  each of which shall be engaged by UPK, subject to the consent
and  approval  of DMB.  The cost of  remediation  of Mine  Waste  located on the
development  areas  of  the  Properties  to  be  contributed  and  the  Adjacent
Properties  designated by the Environmental  Protocol or the Business Plan shall
be borne by the Company,  and the cost of remediation  for other portions of the
Excluded  Property  shall be borne by UPK except as  otherwise  provided  in the
Environmental  Protocol with respect to cost sharing  obligations assumed by the
Company   related  to  development   activities  as  further   provided  in  the
Environmental  Protocol.  The Mine Protocol and the  Environmental  Protocol are
collectively referred to herein or in the Operating Agreement as the "Protocol";

                  (d) In the  event  that  any  Mine  Waste  or  Mine  Sites  or
Facilities are discovered on Contributed  Properties  after  contribution to the
Company, UPK shall engage an independent  contractor to remediate the conditions
in  accordance  with  the  Mine  Protocol  or  the  Environmental  Protocol,  as
applicable,  using the same Protocol Manager for Environmental Protocol matters,
and the cost of such remediation shall be shared as set for in the Protocol;

                  (e) UPK shall have obtained,  and caused the Properties (other
than the Contributed Properties) to be in compliance with, and continue to be in
compliance  with,  any  permits  required  with  respect to storm or other water
runoff from or through the  Properties  or the  retention of such water on site,
from the UDEQ, EPA or any other applicable  agency and any plans adopted as part
of obtaining or complying with such permits, including,  without limitation, the
drainage plan required by the City under the Development Agreement.  The Company
shall be responsible  for obtaining such permits with respect to the Contributed
Properties.  No plan shall be adopted which  contemplates that any surface water
runoff from the  Properties  be  collected or directed  through any  Contributed
Properties which are to be development areas in excess of historical flows other
than as agreed by both Members;

                  (f) UPK shall have obtained and be in compliance with any U.S.
Corp of Engineers 404 permit or other federal or state permits required, and any
other applicable regulatory requirements,  required to mitigate or remediate any
Mine Sites or Facilities or Mine Waste; and

                  (g) UPK shall be in compliance  with the terms of the Existing
Agreements to the extent that failure to be in compliance  would or might affect
the ability of the Company to develop the  Contributed  Property for the purpose
for which such property is intended;  except to the extent that the  obligations
are specifically assumed by the Company as specified in Section 2(e).

         4.  Form  of  Transfer.   All  instruments  of  conveyance,   transfer,
assignment or Deed  Restriction  shall be in a form and substance  acceptable to
the Managing Member and shall be in the following forms:

                  (a)  Properties to be  contributed  for  development  shall be
conveyed to the Company by special  warranty deed subject to no exception  other
than those  permitted by this  Agreement or the Operating  Agreement or shown on
the Title Report (excluding Monetary Liens) and approved by DMB under Section 11
of this Agreement. Any such conveyance shall exclude all mineral rights, surface
and  subsurface  water  rights,  and any surface or subsurface  mining  tunnels,
shafts,  adits,  portals and other mine workings.  In cases where mineral rights
are  excluded  from a  conveyance,  UPK  shall  sign  a  separate  agreement  in
recordable  form  acceptable  to DMB and the Title  Company,  in which UPK shall
waive any right of surface entry in connection with any remaining mineral rights
and  shall  covenant  to  provide  surface  support  for any  subsurface  mining
activities;

                  (b) All  instruments  of  dedication to the public or granting
Surface  Rights  on the  Excluded  Property  shall be in such  form and shall be
denominated as the Title Company or applicable  governmental agencies shall deem
appropriate  to  provide  sufficient  rights in the  Excluded  Property  for the
purpose for which the  contribution  is sought  keeping in mind that the Company
does  not wish to own  title or other  rights  to any  portion  of the  Excluded
Property in any fashion which might subject it to any environmental liability;

                  (c) Any  rights  under the  Existing  Agreements  which may be
necessary  to give the Company the right to develop the  Properties  shall be in
the form  required  to provide  such  rights or to allow the Company to exercise
such rights in the name of UPK without,  in each case,  requiring the Company to
assume obligations of UPK under the Existing Agreements except those obligations
which directly relate to the right being transferred to the Company; and

                  (d) The Water  Rights shall be  transferred  free and clear of
all liens and encumbrances  except as otherwise  created by the documents giving
rise to such rights and the Water  Agreement,  by any documents,  instruments or
filings  customarily  executed or made to transfer  Water Rights of the type and
kind involved.

         5.  Contribution  Notice.  When the Managing Member desires to have UPK
contribute  Properties to the Company or to grant Surface  Rights,  the Managing
Member shall:

                  (a) Give UPK  written  notice  ("Contribution  Notice") of the
Properties to be  contributed or the Surface  Rights  required,  together with a
specific  identification  by legal description of the real property which is the
subject of such  notice  unless the  required  easement is  temporary  or is not
subject to precise definition because a blanket easement,  surface right or Deed
Restriction  is required or the precise  location  cannot be determined  until a
later  time in which case a general  description  of the  desired  area shall be
included,  and the nature of any  remediation  under the Mine Hazard Protocol or
the Environmental  Protocol,  and the date or approximate time a contribution is
required as set forth in subsection (b) below.

                  (b) Give UPK 30 days written notice of a required contribution
with  respect  to  Properties  to be  contributed  upon  which  no Mine  Site or
Facilities or Mine Waste remediation is required.  With respect to Properties to
be contributed where  remediation is required under the Environmental  Protocol,
UPK shall endeavor to enter into a contract  which will require the  independent
contractor  to commence and to  diligently  proceed to complete the  remediation
promptly in accordance  with the time frames set forth in the written  notice of
contribution  or under the  Business  Plan and require the  Protocol  Manager to
certify to UPK, DMB and the Company that the  remediation  has been completed in
accordance with the Environmental Protocol ("Protocol Certification").  UPK does
not guarantee any remediation times but UPK will exercise  reasonable  diligence
to supervise the  independent  contractor and shall  contractually  require that
such   remediation   shall  be  accomplished   within  such  time  frames  after
notification  to the contractor  unless the contractor  can  demonstrate  that a
longer time is required  because of force  majeure or other  factors  beyond his
control  ("Remediation  Time"). The Properties to be contributed by UPK shall be
contributed  within ten day after receipt of the Protocol  Certification by UPK,
DMB and the Company.

                  (c) Not  less  than  15 days  prior  to the  required  date of
conveyance  or transfer,  the Company shall furnish the exact form of instrument
of  conveyance,   assignment,  easement,  surface  rights,  dedication  or  Deed
Restriction  required by the Managing Member and subject to the reasonable right
of UPK to reasonably  object to any such instrument which is not consistent with
this  Agreement  or the  Operating  Agreement;  UPK shall  deliver the  required
instrument,  duly executed and  acknowledged,  where necessary,  on the required
date.

         6. UPK  Contribution  Conditions.  UPK's  obligation to contribute  the
Properties or grant Surface Rights shall be subject to the following  conditions
precedent ("Contribution Conditions"):

                  (a) UPK shall have received a written Contribution Notice from
the Managing Member; and

                  (b) Such  Contribution  Notice shall require  contributions as
are  permitted or required  under the then  Approved  Business Plan and the then
Approved Conceptual Plan for the Properties to be contributed.

         7. UPK  Covenants.  Recognizing  that the  ability  of the  Company  to
develop the  Properties  to be  contributed  is, and the Surface  Rights may be,
dependent on actions taken or not taken, and the fulfillment of obligations,  by
UPK both before and after the contribution  with respect to the Properties,  and
compliance with the Existing Agreements,  over which the Company and DMB have no
control, UPK covenants and agrees with the Company and DMB as follows:

                  (a)  To  exercise   reasonable  due  diligence  to  cause  the
independent  contractor pursuant to the contract to be entered into to remediate
Mining Sites or Facilities  and Mine Waste in accordance  with the Mine Protocol
and the  Environmental  Protocol,  in  each  instance  in  accordance  with  the
requirements  thereof and within the Remediation  Time frames so as to not delay
the development of the Contributed Properties or Surface Rights;

                  (b) To (i) use good faith efforts and reasonable  diligence to
obtain when required to perform  activities  under the Business  Plan,  and (ii)
thereafter  keep in force and comply  with,  all  permits  and other  regulatory
requirements  which are needed,  required or  triggered by  remediation  of Mine
Sites or Facilities,  Mine Waste or to comply with the Existing Agreements,  the
Environmental  Protocol,  the Mine Protocol,  the Mine  Mitigation  Plan, or any
other plan required to be adopted and approved under the Existing Agreements, or
otherwise  required by federal or state laws,  rules or  regulations,  except as
such obligations are assumed by the Company under the Protocol;

                  (c) To use good faith efforts and reasonable  diligence  prior
to contribution of Contributed  Properties or Surface Rights to the Company (and
thereafter with respect to Excluded  Property and Surface Rights unless,  in the
case of Surface Rights such obligations are expressly  assumed by the Company in
connection  with the  contribution as stated in Section 2(e)) to comply with all
federal or state laws which would or may affect the  development  by the Company
of the Contributed Properties or Surface Rights;

                  (d) Except as otherwise  provided in the Operating  Agreement,
not to amend,  modify or waive rights under the Existing  Agreements without the
reasonable consent of DMB, where such action might affect the development of the
Contributed  Properties  or Surface  Rights or to  transfer  the  Properties  or
Excluded  Properties  to any person or entity  which is not  approved by DMB and
which does not agree to accept and perform all of the  obligations  of UPK under
this  Agreement  with  respect  to  the  contributed   properties  and  Excluded
Properties;

                  (e)  Subject  to  the  right  of DMB  to  exercise  reasonable
approval  rights,  not to enter into any new  agreements  which would be binding
upon the Company or the Properties to be contributed or the Surface  Rights,  or
which would  create  obligations  which must be  satisfied  by either UPK or the
Company  prior  to,  during  or  after  development  of  the  Properties  to  be
contributed or the Surface Rights;

                  (f) To utilize good faith efforts to acquire  marketable title
to the *****  Property,  the ***** Fractions and the *****  Properties  prior to
December 31, 2000, and thereafter to the extent such Properties are specified as
ones which UPK will acquire in the Acquisition Election to exercise best efforts
to acquire such ***** Property,  the ***** Fractions and the ***** Properties if
no Voluntary Termination Date has occurred;

                  (g) To cause a water and sewer line and dry  utility  lines or
pipes for gas,  electricity,  telephone  and cable to be installed in accordance
with plans and specifications,  and by an independent contractor,  each approved
by the Company up Empire Canyon  sufficient  in size to provide  services to the
Project.  The sharing of costs between the Company and UPK for the  installation
of the line or pipes and the costs of any  remediation of Mine Waste  occasioned
by such installation shall be as set forth in the Protocol;

                  (h)  Subject to  reasonable  approval  rights of the  Managing
Member, to exercise good faith and reasonable  efforts to negotiate an agreement
for a non-potable  water supply for the  development of the Bonanza  Property in
accordance  with the Approved  Business Plan to be  implemented at the Company's
expense;

                  (i) Not to apply for any change in zoning or entitlements  for
the Properties without the written consent of the Managing Member;

                  (j) To complete the transfer of  properties  to Deer Valley as
contemplated in the Settlement Agreement,  with the reasonable prior consent and
approval of DMB as to the actual properties to be conveyed to Deer Valley;

                  (k) To engage a contractor  to construct a runaway  truck ramp
("Runaway  Truck Ramp") on SR 224 at a location and in accordance  with plans to
be approved by the City or the other Utah governmental agency accepting the ramp
and  DMB,  including  any  required  remediation  of Mine  Wastes  or  hazardous
substances to level  required by the  accepting  governmental  agency,  with the
costs  of such  construction  to be  borne  by the  Company  and the cost of any
remediation to be shared as provided in the Protocol; and

                  (l) To use good faith  efforts  and  reasonable  diligence  to
acquire  utility  easements  from Deer  Valley  across its  property  to provide
service to the Properties,  and to acquire a roadway easement for the purpose of
widening  SR 224 at  locations  approved  by the  City  or  Utah  Department  of
Transportation.

         8. Escrow.  Promptly  after the Effective Date of this  Agreement,  the
Company and UPK shall  establish an escrow (the "Escrow")  with Coalition  Title
Agency,  2200 Park Avenue,  Suite C-100, Park City, Utah 84060,  attention Diane
Zimney with  ("Escrow  Agent") for the  purposes of handling the transfer of the
Properties from UPK to the Company.

         9. Planning Submittal Authorization.  During the term of this Agreement
and subject to any limitations set forth in the Operating Agreement,  UPK hereby
irrevocably  authorizes  and  appoints  the Company as UPKs  exclusive  agent to
obtain  all  planning,   rezoning  and  development  rights  authorizations  and
entitlements  required to permit the  development  of the Properties but only in
accordance with the Approved  Conceptual  Plan and Approved  Business Plan for a
particular  Property  set  forth  in  Sections  5.4  and  5.5 of  the  Operating
Agreement.  Notwithstanding  the  appointment  of the  Company  as agent for UPK
under, and subject to Section 5.9 of, the Operating Agreement, UPK shall execute
all formal  applications for such authorizations and entitlements at the request
of DMB.

         10. Survey. As provided in Section 2 above,  upon  determination of the
Excluded  Property areas,  the Company at its sole expense shall provide UPK and
Escrow Agent with a current  survey or surveys (the  "Survey") of the Properties
or each of the  Properties  as  contributed,  excluding  the  Excluded  Property
sufficient  for the  issuance of an extended  coverage  owner's  policy of title
insurance.  The Survey  shall be prepared by a land  surveyor or civil  engineer
licensed in the State of Utah.

         11. Title Review. As soon as reasonably  possible after delivery of the
Survey,  and not later than  September 1, 2000,  the Company  shall cause Escrow
Agent  to  deliver  to the  Company  and  DMB,  with a copy  to UPK,  a  current
preliminary  title report (the "Title Report") from a Title Insurer  approved by
DMB ("Title Insurer") for the Properties  leading to the issuance of an extended
coverage   owner's  policy  of  title   insurance  for  the  Company  with  such
endorsements  as DMB may require,  together  with legible  copies of any matters
typed on the Title Report as exceptions  to or affecting  title to the Property.
Any costs  involved in obtaining such Title Report shall be a due diligence cost
of DMB. DMB,  acting on behalf of the Company,  shall have thirty (30) days from
receipt of the Title Report (and all required copies of matters affecting title)
to object,  in its reasonable  discretion,  by notice to UPK and Escrow Agent to
any matter  affecting  title shown on the Title  Report  which is not  expressly
permitted  by this  Agreement  or the  Operating  Agreement.  No title policy or
report obtained by or furnished to DMB prior to the date of this  Agreement,  or
any other knowledge of title matters with respect to the Properties  obtained by
DMB  prior  to the date of this  Agreement,  shall  in any way  waive,  estop or
otherwise  prevent DMB from  objecting  to a matter  shown upon the Title Report
even if such matter shall have appeared on a title report or policy  received by
DMB  prior to the date of this  Agreement  or the  Title  Report,  or have  been
otherwise  known by DMB prior to the date hereof or of the Title Report.  If any
amendment or supplement  ("Amendment")  to the Title Report is issued (except to
remove matters previously  objected to by DMB), a copy thereof shall be promptly
delivered by Escrow Agent to the Company and DMB,  with a copy to UPK,  together
with a legible copy of any new matter referred to therein. DMB, acting on behalf
of the Company,  shall have ten (10) days after receipt of any such amendment or
supplement (and any required copies), or until the Contribution Date,  whichever
first occurs,  to object by notice to UPK and Escrow Agent. Any objection by DMB
under this Section shall describe in reasonable detail the objectionable  matter
and the  reason(s)  why it is  objectionable.  UPK may  elect,  but shall not be
required, to cure any matters objected to by DMB as provided herein, except that
UPK shall remove any  Monetary  Liens which are objected to herein and UPK shall
remove any item placed upon the Properties in violation of Section 16(c). If UPK
fails to cure any matter  objected to by DMB,  DMB may elect,  as its  exclusive
remedy  for UPK's  failure  to cure an  objectionable  matter,  to (i) waive its
objection  by  notice  to UPK and  Escrow  Agent,  and the  Properties  shall be
contributed   to  the  Company  on  the   Contribution   Date  subject  to  such
objectionable  matters,  (ii)  terminate  this Agreement as of December 31, 2000
under the  Operating  Agreement as a Title  Termination  by giving  notice on or
before January 11, 2001,  with the right to obtain a Termination  reimbursement,
or (iii)  terminate  the  Contribution  Notice and elect not to have the Company
acquire any Properties  subject to such  objectionable  matters by notice to UPK
and Escrow Agent; provided,  however, that no remedy elected by DMB shall result
in a reduction of UPK's  Capital  Account.  If DMB fails to object to any matter
set forth in the Title Report or in any amendment or supplement  thereto  within
the time periods prescribed in this Section but no later than December 31, 2000,
the Company shall be deemed to have accepted  such matters;  provided,  however,
that if further  Amendments are issued after  December 31, 2000,  then DMB shall
have the right to object to any further matters shown therein which it considers
objectionable,  but in the absence of an election by UPK to cure the  objection,
DMB may elect,  as its sole remedy for UPK's failure to cure such  objectionable
matter,  to waive the  objection or terminate the  Contribution  Notice but only
with respect to the affected Property to which the objection relates.

         12.  Title  Insurance.  In  connection  with  the  contribution  of the
Properties to the Company, Escrow Agent's Title Insurer shall be unconditionally
committed to issue to the Company an extended  coverage  owner's policy of title
insurance  in an amount  equal to at least the amount  credited  to the  Capital
Account  of UPK under  the  Operating  Agreement  or such  larger  amount as the
Managing  Member may  request,  with such  reinsurance  or  co-insurance  as the
Managing Member may require.  The title  insurance  policy shall insure title to
the  Contributed  Properties  and any interest in Surface  Rights in the Company
subject only to the usual conditions and  stipulations  appearing in the printed
form of policy and  matters  typed on the Title  Report  (and any  amendment  or
supplement  thereto)  and not  objected  to in a timely  manner or waived by the
Managing  Member as provided  herein,  together with such  endorsements  are the
Managing Member may require.  The Company shall pay the premium for the extended
coverage owner's policy and any endorsements.

         13. Development Submissions. UPK shall cooperate fully with DMB and the
Company  and work  together  to gather  and  prepare  all  necessary  documents,
reports,  and  applications  for  submission to the City, or other  governmental
authority,  in connection with any proposed zoning and other approvals  required
for the development of the Properties  including any related zoning stipulations
or development standard  modifications provided the same are consistent with the
Initial Conceptual Plan or the Conceptual Plan for a particular Properties.

         14.  Planning and Studies.  The Company,  DMB,  their  contractors  and
agents shall have the right to enter upon the Properties at all reasonable times
prior to the contribution of the Contributed Properties or Surface Rights to the
Company for the purpose of inspecting the  Properties and making,  preparing and
obtaining  any  tests,  surveys  or  studies  the  Company  or DMB  may  desire,
including,  but not  limited  to,  drainage,  percolation  and  soils  tests and
studies,  environmental  studies,  and other engineering or archaeological tests
and  studies  and  activities  relating  to any  Environmental  Protocol or Mine
Protocol  adopted  with respect to the  Properties.  The Company  shall  defend,
indemnify  and hold UPK  harmless  for,  from and against  any claims,  demands,
actions,  liabilities and obligations (including, but not limited to, mechanics'
and  materialmen's  liens)  arising from any exercise of the rights  granted the
Company under this Section. If the Properties are not contributed to the Company
for any reason, the Company shall promptly restore the Property to its condition
prior to any such testing and inspection  and the Company  shall,  upon request,
provide the originals or copies of all tests and studies to UPK.

         15.  Information.   Promptly  following  the  Effective  Date  of  this
Agreement,  UPK shall provide DMB copies of all requested information within the
possession or control of UPK regarding the Properties including, but not limited
to, any survey,  preliminary and final plats,  engineering  plans,  drawings and
specifications for on-site or off-site improvements,  soils tests, archeological
reports,  environmental  assessments,  reports on water and utility availability
and quality,  tax assessment records,  and zoning applications and stipulations.
If any such  information  comes into the  possession or control of UPK after the
Effective  Date of this  Agreement,  UPK shall  promptly  provide copies of such
information  to DMB.  UPK makes no  representation  or  warranty  regarding  the
information and materials  provided to DMB pursuant to this Section except that,
to the best of UPK's actual knowledge, the copies provided to DMB are genuine.

         16.      Representation and Warranties.
                  -----------------------------

                  UPK  represents and warrants to and covenants with the Company
and DMB that:

                  (a) UPK has full power and authority to enter into and perform
         this  Agreement  according  to its terms  and has  taken all  necessary
         corporate  action to authorize the execution,  delivery and performance
         of this Agreement.

                  (b) The  individual  executing this Agreement on behalf of UPK
         is authorized to do so and, upon his execution  hereof,  this Agreement
         shall be binding upon and  enforceable  against UPK in accordance  with
         its terms.

                  (c) Following the Effective Date of this  Agreement,  UPK will
         not cause any matter,  and will use good faith  efforts and  reasonable
         diligence not to permit (but without being  required to spend  material
         amounts  of  money to do so),  any  matter  which  it has the  power to
         prevent to arise or be imposed upon the Properties which materially and
         adversely affects title to the Properties.

                  (d) UPK, as of the Effective Date, has no actual  knowledge of
         any pending,  and has received no written  notice of any  threatened or
         contemplated  claims or litigation  affecting the Properties  except as
         set forth on Exhibit G attached hereto or referred to elsewhere in this
         Agreement or the Operating Agreement.

                  (e)  UPK  has  not,   and  will  not  prior  to  the  date  of
         contribution of the Properties to the Company, granted leases and other
         rights to possession, or rights to purchase the Properties to any third
         party except for the Deer Valley Settlement Agreement, and any existing
         leases to Deer Valley.

                  (f)  Except as  specifically  set forth on  Exhibit H attached
         hereto, UPK, as of the Effective Date, has not received notice from any
         governmental or other agency of any violation of any laws,  ordinances,
         governmental  rules or regulations with respect to the Properties,  and
         has no actual  knowledge  of any  proposed  condemnation,  exercise  of
         eminent domain, or proposed or pending  assessments with respect to the
         Properties other than normal real estate taxes.

                  (g) There are no attachments,  executions, assignments for the
         benefit of creditors, receiverships,  conservatorships, or voluntary or
         involuntary  proceedings  in bankruptcy or pursuant to any other debtor
         relief laws  contemplated  by UPK or filed by or against UPK or pending
         in current judicial administrative proceeding against UPK.

                  DMB represents and warrants to and covenants with UPK that:

                  (h) DMB has full power and authority to enter into and perform
         this  Agreement  according  to its terms  and has  taken all  necessary
         limited liability  company action to authorize the execution,  delivery
         and performance of this Agreement.

                  (i) The  individual  executing this Agreement on behalf of DMB
         is authorized to do so and, upon his execution  hereof,  this Agreement
         shall be binding upon and  enforceable  against DMB in accordance  with
         its terms.

                  (j) DMB  acknowledges  that the acquisition of the Property by
         the  Company  shall   constitute   its   acknowledgment   that  it  has
         independently  inspected and investigated the Property. DMB has or will
         employ  such  independent   attorneys,   architects,   engineers,   and
         contractors of DMB's own choice as it deems  necessary to advise DMB on
         the   suitability  of  the   Properties  for  the  Company's   proposed
         development  of the  Properties.  The Company and DMB shall  accept the
         Property  "AS IS",  subject only to the  specific  representations  and
         warranties  and  covenants set forth in this  Agreement  except for any
         warranties in the deed conveying the Properties to the Company.

                  (k) There are no attachments,  executions, assignments for the
         benefit of creditors, receiverships,  conservatorships, or voluntary or
         involuntary  proceedings  in bankruptcy or pursuant to any other debtor
         relief laws  contemplated  by DMB or filed by or against DMB or pending
         in current judicial administrative proceeding against DMB.

         The foregoing  representations of UPK and DMB shall be true and correct
as of the Effective Date and as to subsections  (a), (c), (e), (h), (j), and (k)
shall  remain  true as of the  Contribution  Date  of  each  of the  Contributed
Properties.  The  representations,  warranties,  and  covenants  of DMB  and UPK
contained  in  this  Section  shall  survive  the  contribution  of  each of the
Properties to the Company for a period of six months.

         If  UPK  obtains  actual  knowledge  of  any  material  change  in  the
statements made by UPK set forth above after the Effective Date (whether arising
before or after the Effective  Date), UPK will give prompt notice to DMB. If DMB
obtains actual  knowledge of any material  change in the statements  made by DMB
set forth above after the Effective  Date (whether  arising  before or after the
Effective   Date),   DMB  will  give  prompt   notice  to  UPK.  Any  breach  of
representation  by a party shall become a Performance  Default as defined in the
Operating  Agreement  after a Notice of  Default  as  defined  in the  Operating
Agreement  if not cured  within the Cure  Period or  contested  as  provided  in
Section 5.12 of the Operating Agreement.

         17. Defaults. In the event that a party hereto ("Non-Defaulting Party")
shall   believe  that  another   party   hereto   ("Defaulting   Party")  is  in
non-compliance or default of its obligations hereunder, the Non-Defaulting Party
may send the  Defaulting  Party a Default  Notice as set forth in the  Operating
Agreement.  All  procedures  for  responding  to Default  Notices,  all  dispute
resolutions  procedures for Disagreements,  and all remedies under the Operating
Agreement  for  Performance  Defaults  shall be  applicable  to breaches of this
Agreement.

         18. Dispute  Resolution.  In the event of any disputes or disagreements
under this Agreement with respect to the compliance  with or  interpretation  of
this  Agreement by a party,  any party hereto may require the parties to resolve
the dispute through the Disagreement  Resolution procedures set forth in Section
5.12 of the Operating  Agreement  except that in connection  with any dispute or
disagreement  involving  the  failure to comply  with or  interpretation  of any
Environmental  Protocol,  Mine Hazard  Protocol,  Mine  Mitigation Plan or other
environmental  issues,  the  Facilitator  shall have the  authority to employ an
environmental  consultant  having at least 10 years  experience  in the field of
environmental mining problems to assist him with technical matters.

         19.  Commissions.  Each party warrants and represents to the other that
no real estate sales or brokerage commissions,  finders fees or similar payments
are or will be due in  connection  with this  transaction,  as the result of any
act(s) of the party so  representing,  however,  the parties  acknowledge that a
commission  may be claimed by Brown  Realty in  connection  with a Four  Seasons
Hotel if one is  incorporated  into the  Project,  which if incurred  would be a
project  cost.  Except for the Brown  Realty  matter,  each party shall  defend,
indemnify and hold the other  harmless for, from and against any claims by third
parties,  made as a result of any act(s) of the party so representing,  for real
estate  sales or  brokerage  commissions,  finders  fees or similar  payments in
connection with the transactions provided for herein, and all costs and expenses
incurred by the indemnitee in connection  therewith  including,  but not limited
to, reasonable attorneys' fees.

         20. Environmental  Indemnity on Excluded Property. UPK shall indemnity,
defend and hold  harmless the Company and DMB from and against any claims,  loss
or damage or penalty arising out of the environmental conditions of the Excluded
Property to be retained by UPK or the failure of UPK to  remediate  the Excluded
Property in accordance with the requirements of law; provided, however, that the
foregoing shall not alter any cost sharing obligations set forth in the Protocol
or this Agreement.

         21. Risk of Loss. All risk of loss or physical damage to the Properties
prior to the  contribution  of the  Properties  to the Company shall remain with
UPK.

         22.  Assignment.  No party  hereto may assign  its  interest  hereunder
except in accordance with the Operating Agreement.

         23. Notices. All notices and other communications required or permitted
hereunder  shall be in  writing  and  shall be given by  personal  delivery,  by
facsimile transmission, by overnight courier, or by deposit in the United States
mail, first class,  registered or certified,  return receipt requested,  postage
prepaid,  correctly  addressed to the intended  recipient at the addresses shown
below:

     To UPK:                   United Park City Mines Corporation
                               PO Box 1450
                               Park City, Utah 84060
                               Attention: Hank Rothwell
                               (435) 649-8035

     To DMB and the Company:   DMB Park City, LLC
                               c/o DMB Associates, Inc.
                               7600 E. Doubletree Ranch Road, Suite 300
                               Scottsdale, Arizona 85258
                               Attn: Jim Hoselton
                               (480) 367-9788

Any time periods  provided for herein shall be calculated from required  notices
only and shall not be delayed or otherwise affected by any courtesy copies to be
sent. Such notices and other  communications shall be deemed to be received upon
actual receipt, if delivered  personally or by facsimile,  the next business day
if delivered by courier,  or three (3) days  following  deposit in the mail,  if
delivered  by mail.  The  parties  and  Escrow  Agent  may,  from  time to time,
designate a different  address by notice given in the manner provided for above,
not less than three (3) days prior to the effective date of the change.

         24. Entire  Agreement.  This Agreement,  together with any exhibits and
other matters  attached  hereto  and/or  incorporated  herein by reference,  the
Protocol and the Operating  Agreement,  constitutes the entire contract  between
the parties with respect to the Properties.

         25.  Further  Instruments;  Survival.  Each  party,  promptly  upon the
written  request  of  the  other  or  Escrow  Agent,  shall  execute  (and  have
acknowledged,  if appropriate)  and deliver to the other or to the Escrow Agent,
or as  may  be  otherwise  reasonably  designated,  all  additional  instruments
reasonably  requested to evidence or give effect to this Agreement,  whether the
request is made before or after the Contribution Date.

         26. Modification of Agreement.  No modification of this Agreement shall
be effective unless it is in writing and is signed by all parties.

         27. Waiver.  No waiver of any term or condition of this Agreement shall
be  effective  unless it is in writing and is signed by the party  against  whom
enforcement  of  the  waiver  is  sought,   and  then  only  in  the  particular
circumstances  specified.  No  failure  by a party  to  exercise  any  right  or
privilege  provided  for  herein,  or  to  require  timely  performance  of  any
obligation  herein  in  strict  accordance  with the  provisions  hereof,  shall
preclude the exercise of such rights or  privileges or the  enforcement  of such
obligations in different  circumstances  or upon the reoccurrence of the same or
similar circumstances. Moreover, the exercise of any remedy provided for at law,
in equity,  or herein  shall not  impliedly  preclude  the exercise of any other
remedy  except  when,  and then only to the  extent  that,  the other  remedy is
expressly forbidden or limited by the provisions hereof.

         28. Time Periods.  If the time fixed for  performance of any obligation
hereunder expires on a Saturday,  Sunday or legal holiday, the deadline shall be
extended  automatically to the next day that is not a Saturday,  Sunday or legal
holiday.  Except as may be otherwise  expressly  provided  herein,  the time for
performance of any obligation hereunder shall expire at 5:00 p.m. (Utah time) on
the last day of the period allowed hereunder.

         29.  Applicable Laws. This Agreement shall be governed by and construed
in accordance with the laws of the State of Utah.

         30.  Venue.  UPK and DMB and the Company  hereby  agree that the proper
venue for any legal  proceedings  or  arbitration  arising out of this Agreement
shall be Salt Lake County, Utah or as the parties shall otherwise approve.

         31. Construction.  As used in this Agreement,  the masculine,  feminine
and neuter  gender and the singular or plural shall each be construed to include
the other whenever the context so requires. This Agreement shall be construed as
a  whole  and in  accordance  with  its  fair  meaning,  without  regard  to any
presumption or rule of construction  causing this Agreement or any part of it to
be construed against the party causing the Agreement to be written.  The parties
acknowledge  that  each  has had a full  and  fair  opportunity  to  review  the
Agreement and to have it reviewed by counsel.

         32. Inurement.  This Agreement shall be binding upon and shall inure to
the benefit of the heirs,  personal  representatives,  successors  and permitted
assigns of the respective parties.

         33. Non-Foreign  Affidavit.  UPK shall provide the Company and DMB with
an affidavit meeting applicable legal requirements  evidencing UPK's non-foreign
status  within the meaning of  Sections  1445 and 7701 of the  Internal  Revenue
Code.

         34. Descriptive  Headings.  The descriptive headings of the paragraphs,
sections and other portions of this Agreement are inserted for convenience  only
and shall not control or affect the meaning or  construction  of any  provisions
herein.

         35. Counterparts.  This Agreement may be executed in counterparts, each
of which may contain fewer than all signatures but all of which, together, shall
constitute a single instrument.

DMB Park City, LLC                               United Park City Mines Company
By: DMB Realco LLC, Its Sole Member

       By: DMB Associates, Inc., Manager

                                                  By:___________________________
       By: _______________________                   Its _______________________
           Its: __________________

UPK/DMB, LLC

By: DMB Park City, LLC, Managing Member

      By: DMB Realco LLC, Its Sole Member

      By: DMB Associates, Inc., Manager

      By: _______________________
          Its ___________________



</TEXT>
</DOCUMENT>
