Exhibit 10.2


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (the "Agreement") executed on July ___, 2003,
by and between Great American Minerals, Inc., a Nevada corporation, (the
"Company"), and Donald J. McDowell ("Executive"). The Company desires to employ
the services of Executive on the terms and subject to the conditions of this
Agreement, and Executive desires to accept such employment.

         In consideration of the terms and mutual covenants contained in this
Agreement, the Company and Executive agree as follows.

         1. Employment. The Company hereby engages the services of Executive as
Executive Vice President of the Company to perform those duties delegated by the
Board of Directors of the Company (the "Board") and all other duties consistent
with such description, and Executive hereby accepts such employment. During the
term of this Agreement, Executive shall perform such additional or different
duties and accept appointment to such additional or different positions of the
Company or its subsidiaries or parent corporation as may be specified by the
Board, provided that such duties are consistent with his title and are in the
same geographic area in which he is now employed. Executive shall perform his
obligations to the Company pursuant to this Agreement under the direction of the
Company, and Executive shall devote his full time and reasonable efforts to such
performance.

         2. Term. This Agreement shall be effective as of April 7, 2003 (the
"Effective Date") and shall continue for five (5) years thereafter, unless
sooner terminated by either party as provided in Section 6 hereof. Thereafter,
this Agreement shall be automatically renewed on a year-to-year basis after the
expiration of the initial or any subsequent term of this Agreement unless
terminated by either party as provided in Section 6 hereof.

         3. Compensation.

         (a) For services rendered pursuant to this Agreement, Executive shall
receive, commencing on the Effective Date, a base salary ("Base Salary") of
$60,000.00 (U.S. Dollars) per year. The base salary shall be reviewed by the
Board one year after the date of the initial public offering and may be
increased annually as determined by the Board. The Board's determination of
salary will be based primarily on the Company's growth and development.

         (b) Executive may be granted such bonuses as the Board, in its
discretion, may determine.

         (c) Executive may be granted options to purchase shares of the
Company's common stock as determined from time to time by the Board or the
Committee established pursuant to the Company's Incentive Plan. Such options
shall be subject to such other terms and conditions as may be determined by the
Board or the Committee when and if such options are granted.



         4. Employment Benefits. The Company shall provide Executive three (3)
weeks paid vacation time per calendar year in addition to paid time off for all
standard U.S. holidays. The Company shall also provide sick leave and fringe
benefits, including but not limited to, participation in any educational
seminars, pension, medical reimbursement and employee benefit plans that may be
maintained by the Company from time to time as are made generally available to
other senior management employees of the Company in accordance with Company
policies. In addition, Executive shall receive the following:

         (a) Use of a Company owned or leased automobile for business and
personal use, including full and complete automobile insurance paid for by the
Company;

         (b) The Company shall provide Executive with a cellular telephone and
account that shall be held in the Company's name;

         (c) Annual Executive Physical not to exceed one thousand U.S. dollars
($1,000.00 U.S.);

         (d) Life insurance of $50,000.00 and disability insurance in an amount
not less than one year's base salary with Executive's designee as beneficiary;

         (e) An annual Health Club Membership not to exceed five hundred U.S.
dollars ($500.00 U.S.);

         (f) The Company shall maintain Officer and Director Insurance as the
Board determines; and

         (g) The Company shall grant to Executive any and all standard and
customary de minimis benefits granted to Company's salaried employees in
general.

         The Company will not reduce Executive's benefits without the consent of
Executive.

         5. Expenses. The Company will reimburse Executive for expenses incurred
in connection with its business, including expenses for travel, lodging, meals,
beverages, entertainment and other items on Executive's periodic presentation of
an account of such expenses in accordance with policies established by the
Company.

         6. Termination. Executive's employment will terminate upon the first to
occur of the following:

         (a) Termination by the Company for "Cause," as Determined by the Board.
For the purposes of this Section 6(a), "cause" shall mean:

                  (i) willful misfeasance or gross negligence in the performance
         of his duties hereunder after 30 days notice and after a 60 day period
         to cure such defect;

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                  (ii) willful engagement by Executive in dishonest or illegal
         conduct that is demonstrably injurious to the Company; or

                  (iii) conviction of a felony.

         Executive shall receive no notice of employment termination for cause
in the case of (ii) and (iii) above. Immediately upon termination under Section
6(a), the Company shall have no further obligations to Executive under this
Agreement.

         (b) Termination by the Company in the Event of Executive's Disability.
"Disability" will be deemed to exist if Executive has substantially failed to
perform the essential functions of his duties hereunder for 180 consecutive days
(notwithstanding reasonable accommodation by the Company) for reasons of mental
or physical health, or if a physician selected in good faith by the Company
examines Executive (and Executive hereby agrees to permit such examinations at
the Company's expense) and advises the Company that Executive will not be able
to perform the essential functions of his duties hereunder for the following 180
consecutive days. If the Company terminates Executive's employment for
Disability, Executive shall receive the compensation due under Section 3 of this
Agreement and Executive's benefits due under Section 4 or 5 of this Agreement
through the date of termination and the Company will have no further obligation
under this Agreement at that time.

         (c) Employee's Death. In the event of Executive's death, all of
Company's obligations under this Agreement shall terminate immediately.
Executive's estate shall receive compensation due under Section 3 of this
Agreement and Executive's benefits due under Section 4 or 5 of this Agreement
through the date of death plus any additional insurance benefit provided by the
benefits plan.

         (d) Termination Without Cause. Notwithstanding anything herein to the
contrary, in the event of a termination by the Company without cause or a
termination by the Company of the Executive within two (2) years following a
"change of control" (as defined below), Executive shall be entitled to a
severance package following the effective date of termination. The severance
package shall consist of: (i) the equivalent of two (2) full years of
Executive's base salary paid out in a lump sum upon termination plus an
additional two (2) full years of base salary (payable monthly) if severance
occurs during the first three (3) years of the initial term of this Agreement;
and (ii) continuation of any health, life (other than key man life) and
disability insurance being paid by the Company at the time of the termination
for one year following termination. No severance shall be paid with respect to a
voluntary termination by the Executive of his employment.

         For purposes of the foregoing, the term "Change of Control" shall mean
the occurrence of any one of the following: (i) the Company enters into an
agreement of reorganization, merger or consolidation pursuant to which the
Company or a subsidiary is not the surviving corporation (other than mergers
solely to effect a change in domicile or similar transactions not involving any

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change in beneficial ownership of Executive in the Company's business); (ii) the
Company sells substantially all its assets to a purchaser other than a
subsidiary; or (iii) shares of stock of the Company representing in excess of
50% of the total combined voting power of all outstanding classes of stock of
the Company are acquired, in one transaction or a series of related
transactions, by a single purchaser or group of related purchasers unless
Executive has sold all of his shares to such purchaser(s). Notwithstanding the
above, the transactions described in the preceding sentence shall not constitute
a Change of Control if: (i) Executive is a party to the plan of reorganization,
asset sale agreement, stock sale agreement or other agreement creating the
transaction; or (ii) Executive or Executive's brother, Dennis McDowell, vote in
favor of the transaction in their capacity as a director of the Company.

         7. Notice of Termination. Any termination of Executive's employment
under this Agreement, except for termination for "cause" under Paragraph
6(a)(ii) and (iii) of this Agreement, shall be communicated by a written Notice
of Termination (the "Notice") to the other party hereto, which Notice shall
specify the particular termination provision in this Agreement relied upon by
the terminating party and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination under such provision.
Any such Notice to the Company shall be delivered to the Company's president or
personnel director at its principal place of business. Any such Notice to
Executive shall be delivered personally to Executive or delivered to his
residence address listed in the Company's personnel records.

         8. Complete Agreement. This Agreement amends and supersedes in its
entirety a prior-dated Agreement between the parties. This Agreement together
with the attached Exhibit embodies the complete agreement and understanding
between the parties and supersedes any prior understandings, agreements or
representations by or among the parties, whether written or oral, concerning the
subject matter hereof in any way.

         9. Amendments; Waivers. This Agreement may not be amended except by a
writing signed by both the Company and Executive. Any waiver by a party hereof
of any right hereunder shall be effective only if evidenced by a signed writing,
and only to the extent set forth in such writing.

         10. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of, and be enforceable by the parties hereto and their
respective successors, heirs and assigns, except that Executive may not assign
any of his obligations hereunder without the prior written consent of the
Company.

         11. Remedies. Each of the parties to this Agreement will be entitled to
specifically enforce its rights under this Agreement, to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights to which it may be entitled.

         12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Utah.

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         13. Notices. Any notice to be given hereunder shall be in writing and
shall be effective when personally delivered or sent to the other party by
registered or certified mail, return receipt requested, or overnight courier,
postage prepaid, or otherwise when received by the other party, at the address
set forth at the end of this Agreement.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first set forth above to be effective as of the Effective Date.

                                    GREAT AMERICAN MINERALS, INC.


                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________
                                    Address: ___________________________________
                                             ___________________________________

                                    EXECUTIVE:


                                    ____________________________________________
                                    Donald J. McDowell
                                    Address: ___________________________________
                                             ___________________________________

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