This Agreement is entered into by and between Owen Sequoia, Inc. ("Holder") and Can Cal Resources Limited
WHEREAS, Maker owns certain unimproved real property located in San Bernardino, California (the
WHEREAS, Maker seeks financing from Holder in the original principal amount of $150,000.
WHEREAS, Maker intends to enter into a Mining Lease Agreement with Twin Mountain Rock Venture, a
California general partnership ("Twin Mountain"), for the purpose of permitting Twin Mountain to mine certain
minerals from the "Property" for certain consideration.
NOW, THEREFORE, in consideration of the mutual obligations of the parties herein, and other good and
valuable consideration, the parties agree as follows:
1. Subject to the following terms and conditions, Holder agrees to lend Maker $150,000 ("principal'). Holder
shall deliver to Maker $25,000 on or before close of business February 12, 1998 or on Maker's execution of
this Agreement, whichever is later, and the balance of the $150,000, or $125,000, shall, be delivered to Maker
upon Maker's delivery to Holder of an executed Mining Lease Agreement in a form satisfactory to Holder.
2. The Maker promises to pay Holder the principal, plus interest at 8% per annum on the amount of principal
owing, principal and interest all due and payable on or before June 15, 1998.
3. In order to induce Holder to extend the financing referenced herein and in order to cover certain costs of
Holder, including attorney's fees, Maker shall pay Holder a $5,000 non-refundable fee upon execution of this
Agreement by Maker.
4. Maker understands that Holder's obligation to lend the $125,000 payment to Maker referenced in paragraph
1 is expressly made conditioned upon Maker and Twin Mountain Rock Venture entering into a Mining Lease
Agreement acceptable to Holder. Should Maker or Twin Mountain fail for any reason to make such an
agreement, Holder shall be under no obligation to deliver such sum to Maker.