10-12G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 10/A

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

____________________

Solitario Resources Corporation

(Exact name of registrant as specified in its charter)

____________________

Colorado	84-1285791
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4251 Kipling Street, Suite 390

Wheat Ridge, Colorado 80033

(303) 534-1030

(Address, including zip code, and telephone number, including area code, of principal executive offices)

______________________

Securities to be registered pursuant to Section 12(b) of the Act:      None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 par value

(Title of Class)

SOLITARIO RESOURCES CORPORATION

I.     INFORMATION INCLUDED IN INFORMATION STATEMENT AND INCORPORATED IN FORM 10 BY REFERENCE

Item No.	Caption	Location in Information Statement
1.	Business	"Summary"; "Summary Financial Information"; "Management's Discussion and Analysis of Financial Condition and Results of Operations"; and "Business"
2.	Financial Information	"Summary"; "Selected Historical Consolidated Financial and Other Data"; and "Management's Discussion and Analysis of Financial Condition and Results of Operations"
3.	Properties	"Business"
4.	Security Ownership of Certain Beneficial Owners and Management	"Principal Stockholders"
5.	Directors and Executive Officers	"Management of Solitario Resources Corporation"
6.	Executive Compensation	"Management of Solitario Resources Corporation"
7.	Certain Relationships and Related Transactions	"Management's Discussion and Analysis of Financial Condition and Results of Operations - Related Party Transactions"
8.	Legal Proceedings	"Business - Legal Proceedings"
9.	Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters	"Market for our Common Stock"; "Dividend Policy"; and "Principal Stockholders"
10.	Recent Sales of Unregistered Securities	Not included - see Part II below
11.	Description of Registrant's Securities to be Registered	"Description of Capital Stock"
12.	Indemnification of Directors and Officers	"Management of Solitario Resources Corporation - Indemnification of Directors"
13.	Financial Statements and Supplementary Data	"Summary"; "Selected Historical Consolidated Financial and Other Data"; and "Consolidated Financial Statements of Solitario Resources Corporation"
14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	Not included - see Part II below
15.	Financial Statements and Exhibits	"Index to Solitario Resource Corporation's Consolidated Financial Statements" and see Part II below

II.     INFORMATION NOT INCLUDED IN INFORMATION STATEMENT

Item 10.     Recent Sales of Unregistered Securities

In January, April, June and September of 2001, we issued a total of 62,487 shares of our common stock, as payment for and to maintain certain property interests valued by us at $38,742, to a property owner located outside of the United States pursuant to Regulation S.

On November 4, 2003 we sold 1,500,000 shares of our common stock for Cdn$1,800,000 to certain Canadian based funds managed by Sprott Securities of Toronto, Ontario, Canada pursuant to Regulation S. A finder's fee of approximately Cdn$50,000 wapaid to the individual who introduced us to Sprott Securities.

Item 14.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 15.     Financial Statements and Exhibits

(b) Exhibits:

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of Solitario Resources Corporation
3.2	Amended and Restated By-laws of Solitario Resources Corporation
4.1	Form of Common Stock Certificate of Solitario Resources Corporation
10.1	Voting Agreement dated April 15, 2002 between Solitario Resources Corporation, Zoloto Investors, LP and Crown Resources Corporation
10.2	Solitario Resources Corporation 1994 Stock Option Plan
10.3	Management and Technical Services Agreement between Crown Resources Corp. of Colorado and Solitario Resources Corporation dated January1, 1994
10.4	First Amendment to the Management and Technical Services Agreement between Crown Resources Corp. of Colorado and Solitario Resources Corporation dated March 25, 1999
10.5	Second Amendment to the Management and Technical Services Agreement between Crown Resources Corp. of Colorado and Solitario Resources Corporation dated November 16, 2000
10.6	Third Amendment to the Management and Technical Services Agreement between Crown Resources Corp. of Colorado and Solitario Resources Corporation dated July 1, 2002
10.7	First Amendment to the Solitario Resources Corporation 1994 Stock Option Plan dated December 15, 1995 increasing the number of shares available for grant under the plan from 1,100,000 to 1,170,000
10.8	Second Amendment to the Solitario Resources Corporation 1994 Stock Option Plan dated December 11, 1996 increasing the number of shares available for grant under the plan from 1,170,000 to 1,386,000.
10.9	Third Amendment to the Solitario Resources Corporation 1994 Stock Option Plan dated April 16, 1997 increasing the number of shares available for grant under the plan from 1,386,000 to 1,536,000
10.10	Fourth Amendment to the Solitario Resources Corporation 1994 Stock Option Plan dated June 4, 1999 increasing the number of shares available for grant under the plan from 1,536,000 to 1,936,000
10.11	Fifth Amendment to the Solitario Resources Corporation 1994 Stock Option Plan dated June 15, 2000 increasing the number of shares available for grant under the plan from 1,936,000 to 2,336,000
10.12	Sixth Amendment to the Solitario Resources Corporation 1994 Stock Option Plan dated June 15, 2000 increasing the number of shares available for grant under the plan from 2,336,000 to 3,136,000
10.13	Seventh Amendment to the Solitario Resources Corporation 1994 Stock Option Plan dated June 26, 2002 increasing the number of shares available for grant under the plan from 3,136,000 to 3,736,000
10.14	Termination and Royalty Agreement between Altoro Mineracao, Ltd,, Brazil, a wholly-owned subsidiary of ours, and Unamgem mineracao E Metalurgia S.A., a Brazilian subsidiary of Eldorado Gold Corporation dated September 30, 2003, with respect to certain concessions to our Pedra Branca Project in Ceara State, Brazil Complete Portuguese text of the agreement with an English translation summary
10.15	Letter Agreement between Bear Creek Mining Company of Tuscon, AZ and Minera Solitario Peru S.A.C. ,a wholly-owned subsidiary of ours dated July 31, 2003, with respect to our La Pampa Gold Project in Peru
10.16	Letter Agreement between Anglo American Platinum Corporation and us dated January 28, 2003, with respect to our Pedra Branca Project in Ceara State, Brazil
10.17	Option to Purchase Mineral Concessions between Compania Minera Andes Sur, a wholly-owned subsidiary of ours and certain land owners dated July 31, 2003, with respect to the Triunfo poly-metalic Project in Bolivia. English translation summary of the original Spanish language Option Agreement
21.1	Subsidiaries of Solitario Resources Corporation
99.1	Solitario Resources Corporation Information Statement dated December *, 2003

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Solitario Resources Corporation

By:   /s/ Christopher E. Herald

Name:     Christopher E. Herald

Title:       President and Chief Executive Officer

Dated:  March 11, 2004

EX-3.1

ARTICLES OF AMENDMENT AND RESTATEMENT

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

SOLITARIO RESOURCES CORPORATION

(As of _________________, 1993)

1. 
   
   OFFICES

          The principal office of the Corporation shall be located in the City and County of Denver, Colorado. The Corporation may also have offices at such other places inside or outside the State of Colorado as the Board of Directors may from time to time determine or the business of the Corporation may require.

2. 
   
   SHAREHOLDERS

          2.1     Place of Meetings. Meetings of the shareholders shall be held at the principal office of the Corporation or at such other place inside or outside the State of Colorado as the Board of Directors shall authorize and direct.

          2.2     Annual Meeting. The annual meeting of the shareholders shall be held on the third Tuesday of March at 10:00 o'clock a.m. in each year if not a legal holiday; and if a legal holiday, then on the next business day following at the same hour, when the shareholders shall elect directors and transact such other business as may properly come before the meeting. The Board of Directors may designate a different date before or after such date.

          2.3     Special Meetings. Special meetings of the shareholders may be called only as permitted in the Corporation's Restated Articles of Incorporation. Such request and the notice of meeting issued pursuant thereto shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be confined to the purpose stated in the notice.

          2.4     Fixing Record Date. For the purpose of determining the shareholders qualified or entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders qualified or entitled to receive payment of any dividend or the allotment of any rights, or for any other proper purpose, the Board of Directors shall fix, in advance, a date as the record date for any such determination of shareholders. Such date shall be not more than fifty (50) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board, the record date for any such purpose shall be twenty (20) days before the date of such meeting or action. When such determination of qualified or entitled shareholders has been made as provided above, such determination shall also apply to any adjourned meeting, except where transfer of stock to a new holder has been entered on the transfer books of the Corporation after the original meeting was adjourned and at least twenty (20) days before the date of such adjourned meeting.

          2.5     Notice of Meetings of Shareholders. Written notice shall be delivered either personally or by mail to each shareholder entitled to vote at any meeting of the shareholders. Such notice shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, except that if the authorized shares are to be increased, at least thirty (30) days' notice shall be given. The notice of each meeting shall state the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called. The notice shall indicate that it is being issued by or at the direction of the officer or persons calling the meeting. If mailed, such notice shall be deemed delivered when deposited in the United States mail, with postage prepaid, addressed to the shareholder at his address as it appears on the record of shareholders, or if he shal l have filed with the Secretary a written request that notices to him be mailed to some other address, then directed to him at such other address. Unless the Board of Directors shall fix a new record date for an adjourned meeting or unless the adjournment is for more than thirty (30) days, notice of such adjourned meeting need not be given if the time and place to which the meeting shall be adjourned were announced at the meeting at which the adjournment is taken.

          2.6     Waivers. Notice of a meeting need not be given to any shareholder who signs, either in person or by proxy and whether before or after the meeting, a waiver of notice. The attendance, whether in person or by proxy, of any shareholder at a meeting (a) shall constitute a waiver of an objection by such shareholder to lack of notice or defective notice of such meeting unless the shareholder, at the beginning of the meeting, objects to the holding of the meeting or the transacting of business at the meeting, and (b) shall constitute a waiver of an objection by such shareholder to consideration at such meeting of a particular matter not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.

          2.7     Quorum of Shareholders.

2.7.1  A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders for the transaction of any business; provided, however, that when a specified item of business is required to be voted on by a class or classes, representatives of a majority of the shares of such class or classes shall constitute a quorum for the transaction of such specified item of business. Unless otherwise required herein, by law or by the Restated Articles of Incorporation, the vote of a majority of the shares present at the time of a vote, if a quorum is or has been present, shall be the act of the shareholders.

2.7.2  If less than a majority of the outstanding shares entitled to vote thereat are represented at a meeting, or for any valid business reason at a meeting where such majority is present, a majority in interest of the shareholders present may adjourn the meeting from time to time to a fixed date without further notice as to the time and place of such adjourned meeting, but each adjournment shall be for a period not in excess of sixty (60) days. At any such adjourned meeting at which a quorum shall be present or represented, only such business may be transacted which might have been transacted at any meeting as originally scheduled, unless all shares are represented and do not object.

2.7.3  When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholder and those remaining may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

          2.8     Proxies. Every shareholder entitled to vote at a meeting of the shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. Every proxy must be signed by the shareholder or his attorney-in-fact and delivered to the secretary of the meeting prior to or during the roll call, or be returned to the Corporation with the signed consent to action without a meeting. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

          2.9     Voting.

2.9.1  At all meetings of shareholders voting may be viva voce; however, any qualified voter may demand a stock vote, whereupon such vote shall be taken by ballot and the Secretary shall record the name of the shareholder voting, the number of shares voted, and, if such vote shall be by proxy, the name of the proxy holder.

2.9.2  Each shareholder shall have one vote for each share issued and outstanding which is registered in his name on the books of the Corporation, except as otherwise provided in the Restated Articles of Incorporation and except where the transfer books of the Corporation shall have been closed or a date shall have been fixed as a record date for the determination of shareholders entitled to vote prior to his becoming a shareholder. A complete list of shareholders entitled to vote at such meeting of the shareholders or any adjournment thereof, arranged in alphabetical order and setting forth the number of voting shares held by each shareholder, shall be prepared by the Secretary or the transfer agent of the Corporation who shall have charge of the stock ledger and stock transfer books of the Corporation. Such list shall be subject to inspection by any shareholder at the principal office of the Corporation during business hours for ten (10) days prior to such meeting and throughout the meeting or any adjournment thereof.

          2.10     Inspectors. The Board may, in advance of any meeting of shareholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If the inspectors shall not be so appointed or if any of them shall fail to appear or act, the chairman of the meeting may appoint inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the chairman of the meeting or any shareholder entitled to vote thereat, the inspector shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be shareholders.

          2.11     Director Nominations. Nominations of candidates for election as directors at any meeting of shareholders may be made (a) by, or at the direction of, a majority of the Board of Directors or (b) by any shareholder entitled to vote at such a meeting. Only persons nominated in accordance with the procedures set forth in this Section 2.11 shall be eligible for election as directors at such a meeting.

          Nominations, other than those made by, or at the direction of, the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation as set forth in this Section 2.11. To be timely a shareholder's notice shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the date of a scheduled shareholders' meeting, regardless of postponements, deferrals, or adjournments of that meeting to a later date; provided, however, that if less than seventy (70) days' notice or prior public disclosure of the scheduled date of such a meeting is given or made, notice by the shareholder to be timely must be so delivered or received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the scheduled meeting was m ailed or the day on which such public disclosure was made. Such shareholder's notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director and as to the shareholder giving the notice (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of stock of the Corporation which are beneficially owned by such person on the date of such shareholder notice and (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies with respect to nominees for election as directors, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, including, but not limited to, information required to be disclosed by Item 4(b) and Item 6 of Schedule A of Regulation 14A and information which would be required to be filed on Schedule B of Regulation  14A with the Securities and Exchange Commission; and (b) as to the shareholder giving the notice (i) the name and address, as they appear on the Corporation's books, of such shareholder and any other shareholders known by such shareholder to be supporting such nominees and (ii) the class and number of shares of stock of the Corporation which are beneficially owned by such shareholder on the date of such shareholder notice and by any other shareholders known by such shareholder to be supporting such nominees on the date of such shareholder notice. At the request of the Board of Directors, any person nominated by, or at the direction of, the Board for election as a director at a meeting of the shareholders shall furnish to the secretary of the Corporation that information required to be set forth in a shareholder's notice of nomination which pertains to the nominee.

          No person shall be elected as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.11. Ballots bearing the names of all the persons who have been nominated for election as directors at a meeting of the shareholders in accordance with the procedures set forth in this Section 2.11 shall be provided for use at the meeting.

          The Board of Directors may reject any nomination by a shareholder not timely made in accordance with the requirements of this Section 2.11. If the Board of Directors, or a designated committee thereof, determines that the information provided in a shareholder's notice does not satisfy the informational requirements of this Section 2.11 in any material respect, the Secretary of the Corporation shall promptly notify such shareholder of the deficiency in the notice. The shareholder shall have an opportunity to cure the deficiency by providing additional information to the Secretary within such period of time, not to exceed five days from the date such deficiency notice is given to the shareholder, as the Board of Directors or such committee shall reasonably determine. If the deficiency is not cured within such period, or if the Board of Directors or such committee reasonably determines that the additional information pro vided by the shareholder, together with information previously provided, does not satisfy the requirements of this Section 2.11 in any material respect, then the Board of Directors may reject such shareholder's nomination. The secretary of the Corporation shall notify a shareholder in writing whether his nomination has been made in accordance with the time and information requirements of this Section 2.11. Notwithstanding the procedure set forth in this paragraph, if neither the Board of Directors nor such committee makes a determination as to the validity of any nominations by a shareholder, the presiding officer of the meeting of the shareholders shall determine and declare at the meeting whether a nomination was made in accordance with the terms of Section 2.11. If the presiding officer determines that a nomination was made in accordance with the terms of this Section 2.11, he or she shall so declare at the meeting and ballots shall be provided for use at the meeting with respect to such nominee. If the presiding officer determines that a nomination was not made in accordance with the terms of this Section 2.11, he or she shall so declare at the meeting and the defective nomination shall be disregarded.

          2.12     New Business. At an annual meeting of shareholders, only such new business shall be conducted, and only such proposals shall be acted upon as shall have been brought before the annual meeting (a) by, or at the direction of, the Board of Directors or (b) by any shareholder of the Corporation who complies with the notice procedures set forth in this Section 2.12. For a proposal to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder's notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the scheduled annual meeting, regardless of any postponements, deferrals or adjournments of that meeting to a later date; provided, ho wever, that, if less than seventy (70) days' notice or prior public disclosure of the date of the scheduled annual meeting is given or made, notice by the shareholder to be timely must be so delivered or received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the scheduled annual meeting was mailed or the day on which such public disclosure was made. A shareholder's notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the annual meeting (a) a brief description of the proposal desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the Corporation's books, of the shareholder proposing such business and any other shareholders known by such shareholder to be supporting such proposal, (c) the class and number of shares of stock of the Corporation which are beneficially owned by the shareholder on the date of such shareholder notice and by any other shareholders known by such shareholder to be supporting such proposal on the date of such shareholder notice, and (d) any financial interest of the shareholder in such proposal.

          The Board of Directors may reject any shareholder proposal not timely made in accordance with the terms of this Section 2.12. If the Board of Directors, or a designated committee thereof, determines that the information provided in a shareholder's notice does not satisfy the informational requirements of this Section 2.12 in any material respect, the Secretary of the Corporation shall promptly notify such shareholder of the deficiency in the notice. The shareholder shall have an opportunity to cure the deficiency by providing additional information to the Secretary within such period of time, not to exceed five (5) days from the date such deficiency notice is given to the shareholder, as the Board of Directors or such committee shall reasonably determine. If the deficiency is not cured within such period, or if the Board of Directors or such committee determines that the additional information provided by the sharehol der, together with information previously provided, does not satisfy the requirements of this Section 2.12 in any material respect, then the Board of Directors may reject such shareholder's proposal. The Secretary of the Corporation shall notify a shareholder in writing whether his proposal has been made in accordance with the time and informational requirements of this Section 2.12. Notwithstanding the procedure set forth in this paragraph, if neither the Board of Directors nor such committee makes a determination as to the validity of any shareholder proposal, the presiding officer of the annual meeting shall determine and declare at the annual meeting whether the shareholder proposal was made in accordance with the terms of this Section 2.12. If the presiding officer determines that a shareholder proposal was made in accordance with the terms of this Section 2.12, he or she shall so declare at the annual meeting and ballots shall be provided for use at the meeting with respect to an y such proposal. If the presiding officer determines that a shareholder proposal was not made in accordance with the terms of this Section 2.12, he or she shall so declare at the annual meeting and any such proposal shall not be acted upon at the annual meeting.

          This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees of the Board of Directors, but, in connection with such reports, no new business shall be acted upon at such annual meeting unless stated, filed and received as herein provided.

          2.13     No Shareholders' Action Without A Meeting. No action may be taken by the shareholders of the Corporation except at a duly called meeting of the shareholders.

3. 
   
   DIRECTORS

          3.1     Number and Qualification. The business of the Corporation shall be managed by a Board of Directors, the number of directors of which shall consist of not less than three (3) (except there need only be as many directors as there are, or initially will be, shareholders in the event that the outstanding shares are, or initially will be, held of record by fewer than three (3) shareholders), nor more than nine (9) members, each of whom shall be at least eighteen (18) years of age but who need not be shareholders or residents of the State of Colorado. The precise number of members of the Board of Directors shall be fixed from time to time by resolution of the Board of Directors.

          3.2     Election and Term of Directors. At each annual meeting of shareholders, the shareholders shall elect directors in accordance with the Restated Articles of Incorporation. Each director shall hold office for the term provided in the Restated Articles of Incorporation and until his successor has been elected and qualified, or until his death, resignation or removal.

          3.3     Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the number of directors or vacancies occurring in the Board for any reason may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the Restated Articles of Incorporation. A director chosen to fill a position resulting from an increase in the number of directors or to fill a vacancy caused by resignation, death or removal shall be elected to hold such office for the term set forth in the Restated Articles of Incorporation.

          3.4     Resignation and Removal. A director may resign at any time by giving written notice to the Board, the President, or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective. A director may be removed only in the manner provided by law or the Restated Articles of Incorporation.

          3.5     Quorum of Directors. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business.

          3.6     Action of the Board of Directors. Unless otherwise required by law or the Restated Articles of Incorporation, the vote of a majority of the directors at the time of the vote, if a quorum is present at the commencement of the meeting at which the vote is taken, shall be the act of the Board of Directors. Each director present shall have one vote regardless of the number of shares, if any, which he may hold. The directors present at a duly convened meeting may continue to do business until adjournment. Abstention from voting on any matter presented at a meeting at which there is a quorum shall be counted as a vote against the matter.

          3.7     Place and Time of Board Meetings. The Board of Directors may hold its meetings at the office of the Corporation or at such other places, either within or without the State of Colorado, as it may from time to time determine. Members of the Board of Directors or any committee designated by the Board of Directors pursuant to Section 3.13 hereof may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

          3.8     Regular Annual Meeting. A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders, unless some other place shall be specified by resolution of the Board of Directors.

          3.9     Regular Meetings. Regular meetings of the Board of Directors, of which there shall be at least one per year in addition to the annual meeting, shall be held at such place, day and hour as shall from time to time be fixed by resolution of the Board.

          3.10     Special Meetings. Special meetings of the Board of Directors may be held at any place at any time whenever called by the Chairman of the Board or the President.

          3.11     Notice of Meetings of the Board; Adjournment.

3.11.1  Regular meetings of the Board may be held without notice at such time and place as the Board shall from time to time determine. Special meetings of the Board shall be held upon notice to the directors and may be called by the Chairman of the Board or the President to each director either personally or by mail, telegraph, telephone, cable, wireless, or any other means of communication, received at least forty-eight (48) hours prior to the time of the meeting. Notice is deemed to be given when deposited in the United States mail, postage prepaid, if it is so deposited not less than five (5) days prior to the date of the meeting. Notice of a meeting need not be given to any director who submits a waiver of notice, whether before or after the meeting, or who attends the meeting without objecting at the beginning of the meeting to the holding of the meeting or the transacting of business at the meeting.

3.11.2  A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. The Secretary of the Corporation shall use his best efforts to provide notice of the adjournment shall be given to all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors but such notice shall be valid even if delivered or received less than forty-eight (48) hours prior to the commencement of the adjourned meeting.

          3.12     Chairman. At all meetings of the Board of Directors the Chairman of the Board, if one has been elected, shall preside. In the absence of the Chairman, the Chief Executive Officer, the President, or in his absence the next highest officer, shall preside. In any event, a chairman chosen by the Board may preside.

          3.13     Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees, each consisting of three (3) or more directors. Each such committee shall serve at the pleasure of the Board. Each such committee may exercise the authority of the Board of Directors to the extent provided in such resolution and any subsequent resolutions pertaining thereto and adopted in like manner, provided that the authority of each such committee shall be subject to the limitations set forth in Colorado Corporation Code Section 7-5-107, as now or hereafter amended. Such committees shall keep regular minutes of their proceedings and report to the Board of Directors when requested to do so.

          3.14     Compensation. Directors as such shall receive no compensation for their services except such fees for attending meetings or a stated salary or such other consideration as may be authorized by a majority of the entire Board of Directors from time to time; provided, that this does not preclude any director from serving the Corporation in any other capacity and receiving compensation therefor, nor does it preclude the Board of Directors from authorizing the reimbursement of expenses incurred by directors in attending meetings of the Board of Directors or of any committee created by the Board of Directors.

          3.15     Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors or a committee of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (a) he objects at the beginning of such meeting to the holding of the meeting or the transacting of business at the meeting, (b) he contemporaneously requests that his dissent from the action taken be entered in the minutes of such meeting, or (c) he files his written dissent to such action with the person presiding at the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. The right of a director to dissent as to a specific action taken in a meeting of the Board or a committee of the Board pursuant to this Section 3.15 is not ava ilable to a director who votes in favor of such action.

          3.16     Written Consent of Directors. Any action that may be taken by vote at a meeting of the Board or a committee of the Board may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by each director or committee member, and delivered to the Secretary for inclusion in the minutes or for filing with the corporate records. Action taken under this Section 3.16 is effective when all directors or committee members have signed the consent unless the consent specifies a different effective date. Such consent has the same force and effect as an unanimous vote of the directors or committee members and may be stated as such in any document.

4. 
   
   OFFICERS

          4.1     Offices, Election and Term of Office.

1. The Board of Directors shall elect or appoint a Chief Executive Officer, a President, a Secretary and Treasurer, and such other officers, including one or more Vice Presidents and a Chairman of the Board, as the Board may determine, who shall have such duties, powers and functions as hereinafter provided.
2. All officers that are elected or appointed shall hold office at the pleasure of the Board.
3. None of the officers of the Corporation need be a director.

          4.2     Removal, Resignation, Salary, Etc.

4.2.1  Any officer elected or appointed by the Board may be removed by the Board with or without cause.

4.2.2  In the event that a vacancy exists in any office due to the death, resignation or removal of an officer or for any other reason, the Board in its discretion may elect or appoint a successor at any regular or special meeting.

4.2.3  Any two or more offices may be held by the same person, except the offices of President and Secretary.

4.2.4  The salaries and other compensation of all officers shall be fixed by the Board from time to time.

          4.3     Chairman of the Board. The Chairman of the Board, if any, shall, if present, preside at each meeting of the Board of Directors and shall be an ex officio member of all committees of the Board. He shall perform all such duties as may from time to time be assigned to him by the Board of Directors.

          4.4     Chief Executive Officer. Chief Executive Officer shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall offer supervision, advice and counsel to the President. In the absence of the Chairman of the Board, if any, the Chief Executive Officer shall preside at each meeting of the Board of Directors.

          4.5     President. The President shall be an executive officer of the Corporation and, subject to the control of the Board of Directors and the Chief Executive Officer, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the shareholders, and, in the absence of the Chairman of the Board, of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, and, without limiting his authority to execute any of the following not requiring specific approval by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise signed or executed. In general the President shall perform all duties incident to the office and such other duties as may be prescribed by the Board of Directors from time to time.

          4.6     Vice President. The Corporation shall have one or more Vice Presidents. In the absence of the President or in the event of his death or inability or refusal to act, the Vice President (or, if there is more than one, then the Vice President designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President(s) shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

          4.7     Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders and record all votes and minutes of all proceedings in a book or books to be kept for that purpose. He shall keep in safe custody the seal of the Corporation, if any, and affix it to any instrument when authorized, and he shall keep all the documents and records of the Corporation as required by law or otherwise in a proper and safe manner. When required he shall prepare or cause to be prepared and available at each meeting of shareholders entitled to vote thereat, a list of shareholders indicating the number of shares of each respective class held by each. In general he shall perform all duties incident to the office of Secretary and such other duties as may be prescribed from time to time by the President or the Board of Directors.

          4.8     Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in the corporate books. He shall deposit all money and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board and disburse the funds of the Corporation as may be ordered or authorized by the Board and preserve proper vouchers for such disbursements. He shall render to the President and Board at the regular meetings of the Board, or whenever they require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation, and he shall render a full financial report at the annual meeting of the shareholders if so requested. The Treasurer shall be furnished, at his request, with such reports and statements as he may require from the corporat e officers and agents as to all financial transactions of the Corporation. In general he shall perform all duties as are given to him by these Bylaws or as from time to time are assigned to him by the Board of Directors or President.

          4.9     Assistant Officers. The Board of Directors may elect (or delegate to the Chairman of the Board or to the President the right to appoint) such other officers and agents as may be necessary or desirable for the business of the of the Corporation. Such other officers may include one or more assistant secretaries and treasurers who shall have the power and authority to act in place of the officer to whom they are elected or appointed as an assistant in the event of the officer's inability or unavailability to act in his official capacity.

          4.10     Sureties and Bonds. In case the Board of Directors shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board may direct. The Bond shall be conditioned upon the officer's or agent's faithful performance of his duties to the Corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

5. 
   
   SHARES AND CERTIFICATES OF SHARES

          5.1     Share Certificates. Share certificates shall be issued in numerical order, and each shareholder shall be entitled to a certificate signed by the President or a Vice President, attested by the Secretary or an Assistant Secretary, and which may be sealed with the corporate seal, if any. Facsimiles of the signatures and seal may be used, as permitted by law. Every share certificate shall state:

5.1.1  The name of the Corporation and that it is organized under the laws of the State of Colorado;

5.1.2  The name of the person to whom issued;

5.1.3  The number, class and series (if any) of shares which this certificate represents;

5.1.4  If the Corporation is authorized to issue shares of more than one class, that upon request and without charge, the Corporation will furnish any shareholder with a full statement of the designations, preferences, limitations and relative rights of the shares of each class.

          5.2     Consideration for Shares. Shares of the Corporation may be issued for such consideration as shall be authorized by the Board of Directors establishing a price (in money or other consideration) or a minimum price or general formula or method by which the price will be determined. The consideration for the issuance of shares may be paid in whole or in part in cash, promissory notes, services performed, contracts for services to be performed, or any other tangible or intangible property. The reasonable charges and expenses of organization or reorganization and the reasonable expenses of and compensation for the sale or underwriting of its shares may be paid or allowed by the Corporation out of the consideration received by it in payment for its shares without rendering the shares not fully paid or assessable.

          5.3     Transfers. Shares may be transferred by delivery of the certificate, accompanied either by an assignment in writing on the back of the certificate, or by a written power of attorney to sell, assign and transfer the same, signed by the record holder of the certificate. Except as otherwise specifically provided in these Bylaws, no shares of stock shall be transferred on the books of the Corporation until the outstanding certificate therefor has been surrendered to the Corporation.

          5.4     Loss or Destruction of Certificates. In the event of the loss or destruction of any certificate, a new certificate may be issued in lieu thereof upon satisfactory proof of such loss or destruction, and upon the giving of security against loss to the Corporation by bond, indemnity or otherwise, to the extent deemed necessary by the Board of Directors or the Secretary or Treasurer.

5.5     Transfer of Regulation S Securities. With respect to any and all equity securities offered and sold outside the United States pursuant to Rule 903(b)(3) of Regulation S under the Securities Act of 1933 (the "1933 Act"), as amended, the Corporation shall refuse to register any transfer of such securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from such registration; provided, however, that if such securities are in bearer form or foreign law prevents the Corporation from refusing to register securities transfers, other reasonable procedures (such as a legend described in paragraph (b)(3)(iii)(B)(3) of Rule 903 of Regulation S) shall be implemented to prevent any transfer of such securities not made in accordance with the provisions of Regulation S. With respect to any and all warrants offered and sold outside the United States pursuant to Rule 903(b)(3) of Regulation S, and in accordance with Rule 903(b)(5) of Regulation S, such warrants may not be exercised within the United States and the securities issuable upon exercise of such warrants may not be delivered within the United States upon exercise, other than in offerings deemed to meet the definition of an "offshore transaction" pursuant to Rule 902(h) of Regulation S, unless registered under the 1933 Act or an exemption from such registration is available.

6. 
   
   BOOKS, RECORDS AND REPORTS

          6.1     Records of Corporate Meetings and Share Registers. The Corporation shall keep complete records of all proceedings of the Board of Directors and shareholders and shall keep at its registered office or principal place of business or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders, the number and class of shares held by each and the dates they acquired same.

          6.2     Copies of Resolutions. Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or shareholders, when certified by the President, Vice President, Secretary or Assistant Secretary.

          6.3     Books of Account. The Corporation shall keep appropriate and complete books of account.

          6.4     Examination of Records. Upon presenting a written demand requesting examination and providing a detailed statement of the purpose of such examination, any shareholder of record or holder of record of voting trust certificates, for at least three (3) months or holder of record of, or the holder of record of voting trust certificates for, at least five percent (5%) of the outstanding shares of the Corporation shall have the right to examine for any proper purpose, in person or by his or her attorney or agent, during usual business hours, the Corporation's list of its shareholders, relevant records of accounts and minutes of meetings and make extracts therefrom.

7. 
   
   CORPORATE SEAL

          The seal of the Corporation, if any, shall be circular in form and bear the name of the Corporation and the word "seal." The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon an adhesive substance affixed thereto. The seal on the certificates for shares or on any corporate obligation for the payment of money may be a facsimile, engraved or printed.

8. 
   
   EXECUTION OF INSTRUMENTS

          All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the Board of Directors may from time to time designate or authorize.

9. 
   
   ORDER OF BUSINESS

          At all meetings of shareholders or of the Board of Directors, the order of business, as far as practicable, shall be as follows:

1.     Roll call and certifying proxies.

2.     Proof of notice of meeting or waiver of notice.

3.     Reading and approval of unapproved minutes.

4.     Reports of officers and committees.

5.     Election of officers or directors.

6.     Unfinished business.

7.     New business.

8.     Adjournment.

10. 
    
    REFERENCES TO ARTICLES OF INCORPORATION

          Reference to the Articles of Incorporation in these Bylaws shall include all amendments thereto or changes thereof unless specifically excepted.

11. 
    
    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          11.1     Grant of Indemnification. Subject to Section 11.2, each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a director or officer of the Corporation or who, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of this or another corporation or of a partnership, joint venture, trust, other enterprise, or employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director, officer, employee or agent, shall be indemnif ied and held harmless by the Corporation to the fullest extent permitted by applicable law, as then in effect, without the requirement of any further approval or finding by the shareholders, the Board of Directors, or independent legal counsel, against all expense, liability and loss (including attorneys' fees, costs, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators.

          11.2     Limitations on Indemnification. Notwithstanding Section 11.1, no indemnification shall be provided hereunder to any such person to the extent that such indemnification would be prohibited by the Colorado Corporation Code or other applicable law as then in effect, nor, except as provided in Section 11.4 with respect to proceedings seeking to enforce rights to indemnification, shall the Corporation indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person except where such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

          11.3     Advancement of Expenses. The right to indemnification conferred in this Article 11 shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, except where the Board of Directors shall have adopted a resolution expressly disapproving such advancement of expenses; provided, however, that the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise.

          11.4     Right to Enforce Indemnification. If a claim under Section 11.1 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, or if a claim for expenses incurred in defending a proceeding in advance of its final disposition authorized under Section 11.3 is not paid within twenty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense, including reasonable attorneys fees, of prosecuting such claim. The claimant shall be presumed to be entitled to indemnification hereunder upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding i n advance of its final disposition, where the required undertaking has been tendered to the Corporation), and thereafter the Corporation shall have the burden of proof to overcome the presumption that the claimant is so entitled. It shall be a defense to any such action (other than an action with respect to expenses authorized under Section 11.3) that the claimant has not met the standards of conduct which make it permissible hereunder or under the Colorado Corporation Code for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth herein or in the Colo rado Corporation Code nor (except as provided in Section 11.3) an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled.

          11.5     Nonexclusivity. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article 11 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or the Bylaws, agreement, vote of shareholders or disinterested directors or otherwise.

          11.6     Indemnification of Employees and Agents. The Corporation may, by action of its Board of Directors from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agents of the Corporation on the same terms and with the same scope and effect as the provisions of this Article 11 with respect to the indemnification and advancement of expenses of directors and officers of the Corporation or pursuant to rights granted pursuant to, or provided by, the Colorado Corporation Code or on such other terms as the Board may deem proper.

          11.7     Insurance and Other Security. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Colorado Corporation Code. The Corporation may enter into contracts with any director or officer of the Corporation in furtherance of the provisions of this Section and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.

          11.8     Amendment or Modification. This Article 11 may be altered or amended as provided in Article 13 at any time, but no such amendment shall have the effect of diminishing the rights of any person who is or was an officer or director as to any acts or omissions taken or omitted to be taken prior to the effective date of such amendment.

          11.9     Effect of Article. The rights conferred by this Article 11 shall be deemed to be contract rights between the Corporation and each person who is or was a director or officer. The Corporation expressly intends each such person to rely on the rights conferred hereby in performing his or her respective duties on behalf of the Corporation.

12. 
    
    FISCAL YEAR

          The fiscal year of the Corporation shall be the calendar year.

13. 
    
    BYLAW AMENDMENTS

          The Bylaws may be amended, repealed or adopted by the majority vote of the Board of Directors at any regular or special meeting, subject to any limitations prescribed by law, the Articles of Incorporation of these Bylaws.

14. 
    
    MISCELLANEOUS STATUTORY RESTRICTION

          No loans shall be made by the Corporation to its directors unless first approved in the manner required by law.

15. 
    
    MISCELLANEOUS PROCEDURAL PROVISIONS

          The Board of Directors may adopt rules of procedure to govern any meetings of shareholders or directors to the extent not inconsistent with law, the Restated Articles of Incorporation, or these Bylaws, as they are in effect from time to time. In the absence of any rules of procedures adopted by the Board of Directors, the Chairman of the meeting shall make all decisions regarding such procedures for any meeting.

16. 
    
    REPRESENTATION OF SHARES OF OTHER CORPORATIONS

          The President of the Corporation is authorized to vote, represent and exercise on behalf of the Corporation all rights incident to any and all shares of other corporations standing in the name of the Corporation. Said authority may be exercised by such officer either in person or by proxy or power of attorney duly executed by said officer.

EX-4.1

Exhibit 4.1

COMMON STOCK NUMBER                                                                                                            COMMON STOCK SHARES

SOLITARIO RESOURCES CORPORATION

INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO

                                                                                                                                                        83422R 10 6

                                              SEE REVERSE FOR CERTAIN DEFINITIONS                                                                                                              &nb sp;   CUSIP 83422R 10 6

THIS

CERTIFIES

THAT

IS THE

RECORD

HOLDER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE U.S. $0.01 PER SHARE, OF

SOLITARIO RESOURCES CORPORATION

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.

                 This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

                  WITNESS the facsimile signatures of the duly authorized officers of the Corporation.

                  DATED:

/s/ James R. Maronick                                                                                                                                                                ; /s/ Christopher E. Herald

SECRETARY                                                                                                                                                                      &n bsp;      PRESIDENT

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE TRANSFERABLE AT THE PRINCIPAL OFFICE OF COMPUTERSHARE TRUST COMPANY OF CANADA IN TORONTO, CANADA.

COUNTERSIGNED AND REGISTERED:

COMPUTERSHARE TRUST COMPANY OF CANADA, Toronto, Canada

                                                      TRANSFER AGENT AND REGISTRAR

BY                                                                                                                

                                                                         AUTHORIZED SIGNATURE

EX-10.1

Exhibit 10.1

VOTING AGREEMENT

THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of April 15, 2002, among Zoloto Investors, LP, a Delaware limited partnership ("Zoloto"), Solitario Resources Corporation, a Colorado corporation ("Solitario") and Crown Resources Corporation, a Washington corporation (the "Company").

WHEREAS, Zoloto and Solitario are each currently shareholders of the Company;

WHEREAS, Zoloto and Solitario desire to provide for Zoloto and Solitario to vote their shares for the election of three (3) designees of Zoloto and one (1) designee of Solitario (individually, a "Designated Director" and collectively, the "Designated Directors") to the Board of Directors of the Company;

     NOW, THEREFORE, in consideration of the mutual promises contained herein, it is agreed as follows:

1. 
   VOTING

        1.1     Nomination and Election of Directors. At each annual meeting of shareholders of the Company or any special meeting (or any action taken by written consent in lieu thereof) called for the purpose of electing directors of the Company or at such other applicable time or times, Zoloto and Solitario each shall vote all of its shares of Common Stock, now owned or hereafter acquired (the "Shares"), in favor of the election of three (3) designees of Zoloto and one (1) designee of Solitario to the Board of Directors of the Company. Zoloto, Solitario and the Company shall take all reasonably necessary or desirable actions within their respective control to carry out and enforce the terms and intent of this Agreement.

         1.2     Removal of Directors; Election of Designees. Except as otherwise directed in writing by the party designating a Designated Director hereunder, neither Zoloto nor Solitario shall vote its Shares in favor of the removal of any Designated Director as a Director of the Company.

         1.3     Amendment of Bylaws or Articles of Incorporation. Zoloto and Solitario shall not vote their Shares in favor of an amendment or repeal of the Company's Bylaws or Articles of Incorporation or for the adoption of new Bylaws or Articles of Incorporation by the Company, without the consent of Zoloto and Solitario, if such amendment or repeal of or new Bylaws or Articles of Incorporation would affect the size or composition of the Board of Directors of the Company in violation of this Agreement.

         1.4     Proxies. Zoloto and Solitario shall not give any proxy or power of attorney that permits the holder thereof to vote in his discretion on any matter that may be submitted to the Company's shareholders for their consideration and approval, unless such proxy or power of attorney is made expressly subject to the terms of this Agreement.

          1.5     Legend. Each certificate evidencing Shares and each certificate issued in exchange for or upon the transfer of any Shares shall be stamped or otherwise imprinted with a legend in substantially the following form:

"The securities represented by this certificate are subject to a Voting Agreement dated as of April 15, 2002, among the issuer of such securities (the "Company") and certain of the Company's shareholders. A copy of such Voting Agreement will be furnished without charge by the Company to the holder hereof upon written request."

The legend set forth above shall be removed from the certificates evidencing any Shares at the request of the holder of such Shares at any time after the termination of this Agreement pursuant to the terms of Article III hereof.

         1.6     Other Agreements. Zoloto and Solitario each represents that it has not granted and is not a party to any proxy, voting trust, voting agreement or other agreement which is inconsistent with or conflicts with the provisions of this Agreement, and no holder of Shares shall grant any proxy or become party to any voting trust, voting agreement or other agreement which is inconsistent with or conflicts with the provisions of this Agreement.

2. 
   REMEDIES

           2.1     Defenses. Zoloto and Solitario agree and acknowledge that each restriction, covenant and agreement set forth herein constitutes a separate agreement independently supported by good and adequate consideration. The existence of any claim or cause of action of either party against any other party, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Zoloto or Solitario of the restrictions, covenants and agreements contained in this Agreement.

           2.2     Specific Enforcement. Zoloto, Solitario and the Company acknowledge and recognize that a violation or threatened violation by any party of the restrictions, agreements or covenants contained in this Agreement will cause such damage to the other parties as will be irreparable and that the other parties will have no adequate remedy at law for such violation or threatened violation. Accordingly, each party hereto agrees that Zoloto, Solitario and the Company, jointly and severally, shall be entitled as a matter of right to seek and obtain an injunction from any court of competent jurisdiction, restraining any further violation or threatened violation of such restrictions, agreements or covenants and granting mandatory relief compelling such offender to carry out its obligations hereunder. Such right to injunctive and mandatory relief shall be cumulative and in addition to whatever othe r remedies Zoloto, Solitario and the Company may have at law or in equity.

          2.3     Severability and Reformation. The parties hereto intend all provisions of this Agreement to be enforced to the fullest extent permitted by law. Accordingly, should a court of competent jurisdiction determine that the scope of any provision is too broad to be enforced as written, the parties intend that the court should reform the provision to such narrower scope as it determines to be enforceable. If, however, any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future law, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision were never a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance.

            2.4     Attorneys' Fees. If any legal action is brought by any party hereto to enforce the terms and conditions of this Agreement, it is expressly agreed that the party in whose favor a final judgment is entered shall be entitled, in addition to any other relief which may be awarded, to recover from the other party or parties its reasonable attorneys' fees, together with such prevailing party's other costs and reasonable and necessary expenses incurred in connection with such litigation.

3. 
   TERM

Unless sooner terminated by written notice by Zoloto to the other parties hereto, this Agreement shall terminate on the third anniversary of the date on which the first annual meeting of shareholders is held for the election of directors of the Company after the date hereof.

4. 
   MISCELLANEOUS PROVISIONS

           4.1     Notices. All notices, consents, demands, requests, approvals or other communications which are required or permitted to be given to the parties hereto shall be in writing and shall be deemed to have been duly given three (3) days following deposit in the United States mail, return receipt requested, first class, postage prepaid, or upon delivery by overnight courier, to the parties at the following addresses:

If to Zoloto:

Zoloto Investors, LP

14701 St. Mary's Lane

Suite 800

Houston, Texas 77079

Attention:     Mr. Steven A. Webster

Manager of Zoloto, LLC,

its General Partner

If to Solitario:

Solitario Resources Corporation

4251 Kipling Street

Suite 390

Wheat Ridge, Colorado 80033

Attention: President

If to the Company:

Crown Resources Corporation

4251 Kipling Street

Suite 390

Wheat Ridge, Colorado 80033

Attention: President

A party may change its address above only by giving written notice of such change of address to the other parties.

          4.2     Construction. The use of the singular number shall include the plural, and the plural number shall include the singular wherever appropriate.

           4.3     Gender. The use of any gender in this Agreement shall be deemed to be or include the other gender wherever appropriate.

           4.4     Governing Law. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Washington. This Agreement is performable in, and venue of any action relating to or pertaining to this Agreement shall lie in, Harris County, Texas.

            4.5     Inurement; Transfers. The provisions of this Agreement shall inure to the benefit of, and shall be binding upon, the assigns, successors in interest, personal representatives, estates, heirs and legatees of each of the parties hereto. Zoloto and Solitario shall cause any transferee of any Shares to execute a consent, in the form attached hereto as Schedule 4.5, agreeing to be bound by the provisions of this Agreement. In connection with any transfer of any Shares, the spouse of each transferee shall be deemed to be a party to this Agreement, shall be bound by all of the terms and conditions hereof, and shall so signify by executing the form of consent attached hereby to Schedule 4.5 in connection with such transfer. Zoloto and Solitario shall provide a copy of this Agreement to the Company, which the Company shall keep in its corporate records. The Company shall make such co py available to any persons requesting an inspection of the Company's books and records.

            4.6     Amendment. This Agreement may only be amended by written consent of all the parties to this Agreement at the time of such amendment or their assigns, successors in interest, personal representatives, heirs or legatees.

            4.7     Headings. The headings used in this Agreement are used for administrative purposes only and do not constitute substantive matters to be considered in construing the terms of this Agreement

           4.8     Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to the subject matter hereof.

           4.9     Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original hereof, but all of which shall constitute one and the same document.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

ZOLOTO:

ZOLOTO INVESTORS, LP

By:     ZOLOTO, LLC, its General Partner

By:                                                        

            Name:     Steven A. Webster

Title:     Manager

SOLITARIO:

SOLITARIO RESOURCES CORPORATION

By:                                                            

Name:                                                      

Title:                                                         

COMPANY:

CROWN RESOURCES CORPORATION

By:                                                            

Name:                                                       

Title:                                                         

SCHEDULE 4.5

CONSENT

     The undersigned, having acquired shares of common stock of Crown Resources Corporation, a Washington corporation (the "Company"), hereby agrees to be bound by the terms and conditions of the Voting Agreement, dated as of April 15, 2002, among the shareholders of the Company therein named and the Company, the form of which is attached hereto, as if the undersigned had been a party to such Voting Agreement as of the date thereof.

Name:                                                   

Signature:                                               

Address:                                                  

No. of Shares:                            

Spouse's Signature:                                   

EX-10.2

Exhibit 10.2

SOLITARIO RESOURCES CORPORATION

1994 STOCK OPTION PLAN

1.       Purpose.

The purpose of this 1994 Stock Option Plan (the "Plan"), as amended, is to enable Solitario Resources Corporation (the "Company") to attract and retain the services and advice of current and future employees, officers, directors, agents, consultants, and providers of services to the Company including independent contractors, of the Company, its parent corporations, subsidiaries, and other related corporations and to provide additional incentives to them to exert their best efforts for the Company and its shareholders.

2.       Stock Subject to This Plan.

Subject to adjustment as provided below and in Section 7 hereof, the stock to be offered under this Plan shall consist of shares of the Company's common stock, $.01 par value (the "Common Stock"). The number of shares of Common Stock that may be subject to options granted under this Plan shall not exceed 1,100,000 shares of Common Stock, as such Common Stock was constituted on the effective date of this Plan, or such greater number as may be approved from time to time by the shareholders of the Company. If an option granted under this Plan expires or terminates for any reason without having been exercised in full, the unissued shares subject thereto shall thereupon again be available for grants of options under this Plan. Shares issued upon exercise of options granted under this Plan may be subject to such restrictions on transfer, repurchase rights, or other restrictions as may be determined by the Plan Administrator. All shares of Common Stock issued pursuant to the due exercise of options granted under the Plan will, when so issued, be validly issued, fully paid and non-assessable.

3.       Effective Date and Duration of This Plan.

3.1       Effective Date. This Plan shall become effective when adopted by the Board of Directors of the Company (the "Board") so long as it is approved by the Company's shareholders any time within twelve months after the adoption of this Plan.

3.2       Duration. This Plan shall continue in effect until ten years from the date on which this Plan is adopted by the Board, unless sooner terminated by the Board. No option may be granted after such termination or during any suspension of this Plan. The amendment or termination of this Plan shall not, without the consent of the Optionee, alter or impair any rights or obligations under any option theretofore granted under this Plan.

4.       Administration.

This Plan shall be administered by the Board or, in the event the Board shall authorize a committee to administer this Plan, by such committee to the extent so authorized, provided, however, that only the Board of Directors may suspend, amend, or terminate this Plan as provided in Section 9, and that a committee that includes officers of the Company shall not be permitted to grant options to persons who are officers of the Company. The administrator of this Plan is referred to as the "Plan Administrator."

4.1       Procedures. The Board of Directors shall designate one of the members of the Plan Administrator as chairman. The Plan Administrator may hold meetings at such times and places as it shall determine. The acts of a majority of the members of the Plan Administrator present at meetings at which a quorum exists, or acts approved in writing by all Plan Administrator members, shall constitute valid acts of the Plan Administrator.

4.2       Powers. Subject to the specific provisions of this Plan and to all required regulatory and stock exchange approvals, the Plan Administrator shall have the authority, in its discretion: (a) to grant the stock options described in Section 6, including Incentive Stock Options and Non-Qualified Stock Options, and to designate each option granted as an Incentive Stock Option or a Non-Qualified Stock Option; (b) to determine, in accordance with Section 6.1(f) of this Plan, the fair market value of the shares of Common Stock subject to options; (c) to determine the exercise price per share of options; (d) to determine the parties to whom, and the time or times at which, options shall be granted and the number of shares of Common Stock to be represented by each option; (e) to interpret this Plan; (f) to adopt, amend, and rescind rules and regulations relating to this Plan; (g) to determine the terms and provisions of each option granted (which need not be identical) and, with the consent of the holder thereof, to modify or amend each option; (h) to reduce the exercise price per share of outstanding and unexercised options; (i) to defer, with the consent of the Optionee, or to accelerate the exercise date of any option; (j) to waive or modify any term or provision contained in any option applicable to the underlying shares of Common Stock; (k) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an option previously granted by the Plan Administrator; and (l) to make all other determinations deemed necessary or advisable for the administration of this Plan. The interpretation and construction by the Plan Administrator of any terms or provisions of this Plan, any option issued hereunder or of any rule or regulation promulgated in connection herewith and all actions taken by the Plan Administrator shall be conclusive and binding on all interested parties. The Plan Administrator may delegate administrative functions to individuals who are officers or employees of the Company or a related corporation.

4.3       Limited Liability.      No member of the Board of Directors or the Plan Administrator, or officer of the Company or any related corporation shall be liable for any action or inaction of the entity or body, or another person or, except in circumstances involving bad faith, of himself or herself. Subject only to compliance with the explicit provisions hereof, the Board of Directors and Plan Administrator may act in their absolute discretion in all matters related to this Plan.

4.4       Securities Exchange Act of 1934. At any time that the Company has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Plan shall be administered by the Plan Administrator in accordance with Rule 16b-3 adopted under the Exchange Act, as such rule may be amended from time to time. With respect to persons subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any provision of the Plan or action by the Plan Administrator fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Plan Administrator.

5.       Eligibility.

5.1       Optionees. The Plan Administrator may award options to any former, current or future director, employee, officer, agent, consultant or provider of service to the Company, its parent corporations, any subsidiaries, or any related corporation of the Company. Any party to whom an option is granted under this Plan is referred to as an "Optionee." The total number of shares of Common Stock that may be granted to any single Optionee shall not exceed five percent (5%) of the number of issued and outstanding shares of Common Stock (on a non-fully diluted basis) at the time the option is granted. In addition, options may not be granted that could result in:

(a)       The issuance to Insiders (as "Insider" is defined in the Securities Act (Ontario), other than a person who falls within that definition solely by virtue of being a director or senior officer of a subsidiary of the Company) and Associates of Insiders (as "Associate" is defined in the Securities Act (Ontario)), within a one-year period, of a number of shares of Common Stock exceeding 10% of the Outstanding Issue (as hereinafter defined); or

(b)       The issuance to any one Insider and such Insider's Associates, within a one-year period, of a number of shares of Common Stock exceeding 5% of the Outstanding Issue (as hereinafter defined).

"Outstanding Issue" means the issued and outstanding shares of Common Stock, excluding shares of Common Stock issued pursuant to a stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of shares of Common Stock to one or more providers of services to the Company, including a share purchase from treasury which is financially assisted by the Company by way of a loan, guarantee or otherwise, over the preceding one-year period.

5.2       Parent, Subsidiaries, and Other Related Corporations. For purposes of this Plan, a parent shall be defined as any corporation or other form of business association that is treated as a corporation for tax purposes owning or controlling, directly or indirectly, 50% or more of the voting power of the Shares of the Company so as to qualify as a "parent" corporation within the meaning of Section 424(e) of the Internal Revenue Code (the "Code"). As used in this Plan, the term "subsidiary" of the Company shall include any corporation or other form of business association that is treated as a corporation for tax purposes, in which the Company owns, directly or indirectly, at the time of the grant of an option hereunder, stock possessing 50% or more of the total combined voting power of all classes of the stock thereof, and the term "relat ed corporation" shall include (i) the Company's parent; (ii) all subsidiaries of the Company, and (iii) any other corporation that is under the common control of the Company and any subsidiary of such corporation.

6.       Awards.

The Plan Administrator, from time to time, may take the following actions, separately or in combination, under this Plan: (a) grant Incentive Stock Options, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to any employee of the Company, its parent corporations or its subsidiaries, as provided in Section 6.1 of this Plan; (b) grant options other than Incentive Stock Options ("Non-Qualified Stock Options"), as provided in Section 6.2 of this Plan; (c) grant options to officers, employees, and others in foreign jurisdictions, as provided in Section 6.7 of this Plan; and (d) grant options in certain acquisition transactions, as provided in Section 6.8 of this Plan.

6.1       Incentive Stock Options. Incentive Stock Options shall be subject to the following terms and conditions:

                                                            (a)     Incentive Stock Options may be granted under this Plan only to employees of the Company or its subsidiaries, including employees who are directors or officers.

(b)     No employee may be granted Incentive Stock Options under this Plan to the extent that the aggregate fair market value, on the date of grant, of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by that employee during any calendar year, under this Plan and under any other incentive stock option plan (within the meaning of Section 422 of the Code) of the Company or any related corporation exceeds U.S. $100,000. To the extent that any option designated as an Incentive Stock Option exceeds the U.S. $100,000 limit, such option shall be treated as a Non-Qualified Stock Option. In making this determination, options shall be taken into account in the order in which they were granted, and the fair market value of the shares of Common Stock shall be determined as of the time that the option with respect to such shares was granted.

(c) An Incentive Stock Option may be granted under this Plan to an employee possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any parent or subsidiary of the Company (as determined pursuant to the attribution rules contained in Section 424(d) of the Code) only if the exercise price is at least 110% of the fair market value of the Common Stock subject to the option on the date the option is granted, as defined in Section 6.1(f) of this Plan, and only if the option by its terms is not exercisable after the expiration of five years from the date it is granted.

(d)     Except as provided in Section 6.5 of this Plan, no Incentive Stock Option granted under this Plan may be exercised unless at the time of such exercise the Optionee is employed by the Company or any related corporation of the Company and the Optionee has been so employed continuously since the date such option was granted. Absence on leave or on account of illness or disability under rules established by the Plan Administrator shall not, however, be deemed an interruption of employment for this purpose.

(e)     Subject to Sections 6.1(c) and 6.1(d) of this Plan, Incentive Stock Options granted under this Plan shall continue in effect for the period fixed by the Plan Administrator, except that no Incentive Stock Option shall be exercisable after the expiration of 10 years from the date it is granted.

(f)     The exercise price shall not be less than the fair market value of the shares of Common Stock covered by the Incentive Stock Option on the date the option is granted. The fair market value of shares shall be the weighted average closing price (or, if such price is not available, the last sales price) per share of the Common Stock for the five business days immediately preceding the date of grant as reported on the principal securities quotation system or stock exchange on which the shares are reported. If such shares are not so reported or listed, the Plan Administrator shall determine the fair market value of the shares of Common Stock in its discretion.

(g)     The provisions of clauses (b) and (c) of this Section shall not apply if either the applicable sections of the Code or the regulations thereunder are amended so as to change or eliminate such limitations or to permit appropriate modifications of those requirements by the Plan Administrator.

6.2       Non-Qualified Stock Options. Non-Qualified Stock Options shall be subject to the following terms and conditions:

(a)     The option price per share shall be determined by the Plan Administrator at the time of grant. The exercise price shall not be less than the fair market value of the shares of Common Stock covered by the Non-Qualified Stock Option on the date the option is granted. The fair market value of shares of Common Stock covered by a Non-Qualified Stock Option shall be determined by the Plan Administrator, as described in Section 6.1(f).

(b)     Any Non-Qualified Stock Option shall terminate 10 years after the date it is granted.

6.3       Vesting. To ensure that the Company will achieve the purposes of and receive the benefits contemplated in this Plan, any option granted to any Optionee hereunder shall be exercisable according to the following vesting schedule, except that the Plan Administrator may waive this vesting schedule, establish a different vesting schedule or provide for no vesting schedule for such options as it determines; and (ii) in the event of the death or disability, as defined herein, of an Optionee while employed by the Company or a related corporation, one hundred percent (100%) of the total option shall immediately become exercisable. With respect to the options subject to this Section, one-fourth of each option shall be exercisable from and after the date of grant, and the remainder shall become exercisable as follows:

           Years of Continuous

            Service From the Date                                Portion of Total Option

            the Option Is Granted                                 That is Exercisable

            More than one year                                         One-half

More than two years                                       Three-quarters

More than three years                                     Entire option

6.4       Nontransferability. Each option granted under this Plan by its terms and the rights and privileges conferred hereby may not be transferred, assigned, pledged, or hypothecated in any manner (either voluntarily or by operation of law) except by will or by the laws of descent and distribution, shall not be subject to execution, attachment, or similar process and shall be exercisable during the Optionee's lifetime only by the Optionee. Any purported transfer or assignment in violation of this provision shall be void. Stock issued on exercise of an option may have, in addition to restrictions on transfer imposed by law, any restrictions on transfer imposed by the Board of Directors.

6.5       Termination of Stock Options.

6.5.1  Generally. In the case of an Optionee who is an employee, but not an officer or director of the Company or a related corporation, unless otherwise determined by the Plan Administrator or specified in the Optionee's Option Agreement, if the Optionee's employment or service with the Company or any related corporation terminates for any reason other than for disability or death, then the Optionee may exercise, at any time prior to its expiration or to the end of a ninety-day period starting on the date of termination, whichever is shorter, that portion of the Optionee's stock option that was exercisable at the time of such termination of employment or service (provided the conditions of Section 6.6.4 and any other conditions specified in the Option Agreement shall have been met by the date of exercise of such option).

6.5.2  Disability. In the case of an Optionee who is an employee, unless otherwise determined by the Plan Administrator, if an Optionee's employment or relationship with the Company or any related corporation terminates because of a permanent and total disability (as defined in Section 22(e)(3) of the Code), the option, including portions not yet exercisable, may be exercised at any time prior to the earlier of (a) expiration date of the option or (b) the expiration of twelve months after the date of physical disability (provided the conditions of Section 6.6.4 and any other conditions specified in the Option Agreement shall have been met by the date of exercise of such option).

6.5.3  Death. In the case of an Optionee who is an employee, unless otherwise determined by the Plan Administrator, in the event of the death of an Optionee while employed by or providing service to the Company or a related corporation, the option may be exercised at any time prior to the earlier of (a) the expiration date of the option or (b) the expiration of twelve months after the date of death by the person or persons to whom such Optionee's rights under the option shall pass by the Optionee's will or by the applicable laws of descent and distribution, for up to the full number of shares of Common Stock covered thereby, including any portion not yet vested (provided the conditions of Section 6.6.4. and any other conditions specified in the Option Agreement shall have been met by the date of exercise of such option).

6.5.4  Extension of Exercise Period Applicable to Termination. Subject to all required regulatory and stock exchange approvals, the Plan Administrator, at the time of grant or at any time thereafter, may extend the ninety-day and twelve-month exercise periods to any length of time not longer than the original expiration date of the option, and may increase the portion of an option that is exercisable, subject to such terms and conditions as the Plan Administrator may determine; provided, that any extension of the exercise period or other modification of a stock option shall be subject to the written agreement and acknowledgement by the Optionee that the extension or modification disqualifies the option as an Incentive Stock Option.

6.5.5  Failure to Exercise Option. To the extent that the option of any deceased employee Optionee or of any Optionee whose employment terminates is not exercised within the limited periods provided above, all further rights to purchase shares of Common Stock pursuant to such options shall cease and terminate at the end of such period.

6.5.6  Transfers; Leaves. For purposes of this Section 6.5, a transfer of employment or other relationship between or among the Company and/or any related corporation shall not be deemed to constitute a termination of employment or other cessation of relationship with the Company or any of its related corporations. For purposes of this Section 6.5, employment shall be deemed to continue while the Optionee is on military leave, sick leave, or other bona fide leave of absence (as determined by the Plan Administrator) in accordance with the policies of the Company.

6.6     Exercise.

6.6.1  Procedure. Subject to the provisions of Section 6.3 above, each option may be exercised in whole or in part; provided, however, that options shall not be exercised for fractional shares. Options shall be exercised by delivery to the Secretary of the Company or his or her designated agent of notice of the number of shares with respect to which the option is exercised, together with payment in full of the exercise price. In addition, unless in the opinion of counsel for the Company such a representation is not required to comply with the Securities Act of 1933, as amended, such notice shall contain a representation that it is the optionee's present intention to acquire the shares for investment and not with a view to distribution.

6.6.2  Payment. Payment of the option exercise price shall be made in full at the time the notice of exercise of the option is delivered to the Secretary of the Company or his or her designated agent and shall be (i) in cash or bank certified or cashier's check for the shares of Common Stock being purchased; (ii) in shares of Common Stock of the Company previously acquired and held for not less than one year by the Optionee, or, with the consent of the Plan Administrator, in whole or in part in shares of Common Stock of the Company previously acquired and held for less than one year by the Optionee; (iii) with the consent of the Plan Administrator, by delivering a notice of exercise to a broker-dealer pursuant to an arrangement with the Company to have the broker-dealer sell the shares of Common Stock of the Company and deliver the proceeds thereof to the Company in payment of the option exercise; (iv) in a combination of (i), (ii), or (iii); or (v) in such other forms of payment of full value of the exercise price as the Board approves. Any shares surrendered on payment for the exercise of options shall be valued at fair market value as determined by the Board. No shares shall be issued until full payment therefor has been made.

6.6.3  Withholding. Prior to the issuance of shares of Common Stock upon the exercise of an option, the Optionee shall pay to the Company or the applicable related corporation the amount of any applicable federal, state, and local tax withholding obligations. The Company may withhold any distribution in whole or in part until the Company or such related corporation is so paid. The Company shall have the right to withhold such amount from any other amounts due or to become due from the Company or such related corporation, as the case may be, to the Optionee, including salary (subject to applicable law) or to retain and withhold a number of shares having a market value not less than the amount of such taxes required to be withheld by the Company or such related corporation to reimburse it for any such taxes and cancel (in whole or in part) any such shares so withheld.

6.6.4     Conditions Precedent to Exercise. The Plan Administrator may establish conditions precedent to the exercise of any option, which shall be described in the relevant Option Agreement.

6.7     Foreign Qualified Grants. Options under this Plan may be granted to directors, officers and employees of the Company and its related corporations and other persons described in Section 5 who reside in foreign jurisdictions as the Plan Administrator may determine from time to time. Subject to all required regulatory and stock exchange approval, the Board may adopt such supplements to the Plan as are necessary to comply with the applicable laws of such foreign jurisdictions and to afford Optionees favorable treatment under such laws; provided, however, that no award shall be granted under any such supplement on terms that are more beneficial to such Optionees than the terms permitted by this Plan.

6.8     Adjustments to Options.

6.8.1 Except with respect to a transaction described in Section 6.9, which shall be solely subject to such Section, upon the effective date of the dissolution or liquidation of the Company, or of a reorganization, merger, or consolidation of the Company with one or more corporations that results in more than 80% of the outstanding voting shares of the Company being owned by one or more affiliated corporations or other affiliated entities, or of a transfer of all or substantially all of the assets of the Company to another Corporation, this Plan and any unexercised options granted hereunder shall terminate unless provision is made in writing in connection with such transaction for the continuation of the Plan and for the assumption of options and other rights theretofore granted, or for the substitution for such options of new options covering the shares of a successor corporation, or a parent or subsidiary thereof, w ith appropriate adjustments as to number and kind of shares and prices, in which event the Plan and the options granted under it shall continue in the manner and under the terms so provided. In the event of such a transaction, and if provision is not made in such a transaction for the continuation of the Plan and for the assumption of options or substitutions therefor of new options covering the shares of a successor corporation or a parent or subsidiary thereof, then each Optionee shall be entitled, before the effective date of any such transaction, to purchase the full number of shares under his or her option that he or she would otherwise have been entitled to purchase during the remaining term of such option without regard to any limitation on exercise that may be contained therein.

If the outstanding shares of Common Stock are increased or decreased (other than through a stock dividend of less than ten percent) or changed into or exchanged for a different number or kind of securities through recapitalization, reclassification, stock split, amendment of the Company's Articles of Incorporation, or reverse stock split, an appropriate and proportionate adjustment shall be made in the maximum number and/or kind of securities allocated to the options with a corresponding adjustment in the price for each share covered thereby.

Adjustments under this Section 6.8 shall be made by the Board, whose determination shall be final. Unless an Optionee agrees otherwise, any change or adjustment to an Incentive Stock Option shall be made, if possible, in such a manner so as not to constitute a "modification," as defined in Section 424(h) of the Code, and so as not to cause the Optionee's Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option.

6.9     Change in Control.

(i)     If any person (as such term is used in Section 13 of the Exchange Act and the rules and regulations thereunder and including any Affiliate or Associate of such person, as defined in Rule 12b-2 under said Act, and any person acting in concert with such person) directly or indirectly acquires or otherwise becomes entitled to vote more than 80 percent of the voting power entitled to be cast at elections for directors ("Voting Power") of the Company; or

(ii)     if there occurs any merger or consolidation of the Company, or any sale, lease, or exchange of all or any substantial part of the consolidated assets of the Company and its subsidiaries to any other person and (a) in the case of a merger or consolidation, the holders of outstanding stock of the Company entitled to vote in elections of directors immediately before such merger or consolidation (excluding for this purpose any person (including any Affiliate or Associate) that directly or indirectly owns or is entitled to vote 20 percent or more of the Voting Power of the Company) holds less than 80 percent of the Voting Power of the survivor of such merger or consolidation or its parent; or (b) in the case of any such sale, lease, or exchange, the Company does not own at least 80 percent of the Voting Power of the other person; or

(iii)     if one or more new directors of the Company are elected and at such time three or more directors (or, if less, a majority of the directors) then holding office were not nominated as candidates by a majority of the directors in office immediately before such election;

Subject to all required regulatory and stock exchange approvals, the Board of Directors may, in its discretion, revise, alter, amend or modify any agreement covering an option granted under this Plan, and any then-outstanding option, in any manner that it deems appropriate, including, but not limited to, any of the following respects:

(A)  the option may be deemed to pertain to and apply to the securities to which a holder of the number of shares of Stock subject to the unexercised portion thereto would be entitled if he or she actually owned such shares immediately before the record date or other time any such event became effective, and the number of shares subject to the option may be adjusted as necessary to maintain the ratio between the number of shares and the securities, cash and other property subject to the option;

(B)  subject to the provisions of Section 422 of the Code applicable to an incentive stock option, the dates upon which outstanding and unexercised options may be exercised may be advanced (without regard to installment exercise limitations, if any);

(C)  the dates upon which restrictions and conditions applicable to outstanding stock shall lapse may be advanced (without regard to any installment limitations); and

(D)  the surrender of shares of stock in a merger, consolidation, or share exchange involving the Company may be authorized notwithstanding any restrictions and conditions applicable to such shares, provided that the securities and/or other considerations received in exchange therefor shall be subject to the restrictions and conditions applicable to the shares at the time of surrender and that the surrendering grantee agrees to any reasonable provisions requested by the Company to assure that any consideration received as a result of such surrender is subject to the same restrictions and conditions as those imposed on the shares surrendered and that the consideration cannot be transferred in violation of any such restrictions.

If the Board of Directors believes that any such event is reasonably likely to occur, it may so revise, alter, amend, or modify as set forth above at any time before and contingent upon the consummation of such an event.

6.10     Holding Period. Unless otherwise determined by the Plan Administrator, if a person subject to Section 16 of the Exchange Act exercises an option within six months of the date of grant of the option, the shares of Common Stock acquired upon exercise of the option may not be sold until six months after the date of grant of the option.

6.11     Option Agreements. Options granted under this Plan shall be evidenced by written stock option agreements (the "Option Agreements") that shall contain such terms, conditions, limitations, and restrictions as the Plan Administrator shall deem advisable and which are consistent with this Plan. All Option Agreements shall include or incorporate by reference the applicable terms and conditions contained in this Plan.

7.     Securities Regulations.

Shares of Common Stock shall not be issued with respect to an option granted under this Plan unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, applicable laws of foreign countries and other jurisdictions and the requirements of any quotation service or stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance, including the availability of an exemption from registration for the issuance and sale of any shares hereunder. The inability of the Company to obtain, from any regulatory body having jurisdiction, the authority deemed by the Company's counsel to be necessary for the lawful issuance and sale of any shares hereund er or the unavailability of an exemption from registration for the issuance and sale of any shares hereunder shall relieve the Company of any liability with respect of the nonissuance or sale of such shares as to which such requisite authority shall not have been obtained.

As a condition to the exercise of an option, the Company may require the Optionee to represent and warrant at the time of any such exercise that the shares of Common Stock are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. The Company may place a stop-transfer order against any shares of Common Stock on the official stock books and records of the Company, and a legend may be stamped on stock certificates to the effect that the shares of Common Stock may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation. The Plan Administrator may also require such other action or agreement by the Optionees as may from time to time be necessary to comply wit h the federal and state securities laws. This provision shall not obligate the Company to undertake registration of the options or stock thereunder.

Should any of the Company's capital stock of the same class as the Stock subject to options or rights granted hereunder be listed on a national securities exchange, all Stock issued hereunder if not previously listed on such exchange shall be authorized by that exchange for listing thereon prior to the issuance thereof.

8.     Amendment and Termination.

8.1     Plan. Subject to all required regulatory and stock exchange approvals, the Board of Directors may at any time suspend, amend or terminate this Plan.

8.2     Options. Subject to all required regulatory and stock exchange approvals, and the requirements of Section 422 of the Code with respect to Incentive Stock Options and to the terms and conditions and within the limitations of this Plan and specifically Section 7 hereof, the Plan Administrator may modify or amend outstanding options granted under this Plan. The modification or amendment of an outstanding option shall not, without the consent of the Optionee, impair or diminish any of his or her rights or any of the obligations of the Company under such option. Except as otherwise provided in this Plan, no outstanding option shall be terminated without the consent of the Optionee. Unless the Optionee agrees otherwise, any changes or adjustments made to outstanding Incentive Stock Options granted under this Plan shall be made in such a manne r so as not to constitute a "modification," as defined in Section 425(h) of the Code, and so as not to cause any Incentive Stock Option issued hereunder to fail to continue to qualify as an Incentive Stock Option as defined in Section 422(b) of the Code.

9.     Miscellaneous.

9.1     Time of Granting Options. The date of grant of an option shall, for all purposes, be the date on which the Board of Directors grants the option; the execution of an Option Agreement and the conditions to the exercise of an option shall not defer the date of grant.

9.2     No Status as Shareholder. Neither the Optionee nor any party to which the Optionee's rights and privileges under the option may pass shall be, or have any of the rights or privileges of, a shareholder of the Company with respect to any of the shares of Common Stock issuable upon the exercise of any option granted under this Plan unless and until such option has been exercised and the issuance (as evidenced by the appropriate entry on the books of the Company or duly authorized transfer agent of the Company) of the stock certificate evidencing such shares.

9.3     Status as an Employee. Nothing in this Plan or in any option granted pursuant to this Plan shall confer upon any Optionee any right to continue in the employ of the Company or of a related corporation, or to interfere in any way with the right of the Company or of any such related corporation to terminate his or her employment or other relationship with the Company or related corporation at any time.

9.4     Reservation of Shares. The Company, during the term of this Plan, at all times will reserve and keep available such number of shares of Common Stock as shall be sufficient to satisfy the requirements of this Plan.

Adopted by the Board of Directors on March 4, 1994 and approved by the Shareholders on April 5, 1994, and amended by the Board of Directors on November 17, 1995.

SOLITARIO RESOURCES CORPORATION

1994 STOCK OPTION PLAN

TABLE OF CONTENTS

Page

1.     Purpose 1

2.     Stock Subject to This Plan 1

3.     Effective Date and Duration of This Plan 1

3.1     Effective Date 1

3.2     Duration 1

4.     Administration 1

4.1     Procedures 1

4.2     Powers 2

4.3     Limited Liability 2

4.4     Securities Exchange Act of 1934 2

5.     Eligibility 2

5.1     Optionees 2

5.2     Parent, Subsidiaries, and Other Related Corporations 3

6.     Awards 3

6.1     Incentive Stock Options 3

6.2     Non-Qualified Stock Options 4

6.3     Vesting 4

6.4     Nontransferability 5

6.5     Termination of Stock Options 5

6.5.1  Generally 5

6.5.2  Disability 5

6.5.3  Death 5

6.5.4  Extension of Exercise Period Applicable to Termination 5

6.5.5  Failure to Exercise Option 6

6.5.6  Transfers; Leaves 6

6.6     Exercise 6

6.6.1  Procedure 6

6.6.2  Payment 6

6.6.3  Withholding 6

6.6.4 Conditions Precedent to Exercise 7

6.7     Foreign Qualified Grants 7

6.8     Adjustments to Options 7

6.9     Change in Control 7

6.10    Holding Period 8

6.11    Option Agreements 8

7.     Securities Regulations 9

8.     Amendment and Termination 9

8.1     Plan 9

8.2     Option 9

9.     Miscellaneous 10

9.1     Time of Granting Options 10

9.2     No Status as Shareholder 10

9.3     Status as an Employee 10

9.4     Reservation of Shares 10

EX-10.3

Exhibit 10.3

MANAGEMENT AND

TECHNICAL SERVICES AGREEMENT

between

CROWN RESOURCE CORP. OF COLORADO

and

SOLITARIO RESOURCES CORPORATION

dated as of January 1, 1994

j:\home\john\ipo\mgmttech.agr

12/11/03 (10:5AM)

INDEX

Section                   Title                                Page

   1.        Management Services                                1

   2.        Compensation                                        4

   3.        Executive Personnel                                5

   4.        Third Party Services                               6

   5.        Reports                                            6

   6.        Compliance With Law                                6

   7.        Losses and Liabilities                             6

  8.        Force Majeure                                      7

   9.        Confidentiality                                    7

  10.        Other Opportunities                                8

  11.        Term and Termination                               8

  12.        Assignment                                         8

  13.        Notices                                            8

  14.        Amendment                                          9

  15.        Waiver                                             9

  16.        Governing Law                                      9

  17.        Headings                                           9

  18.        Counterparts                                       9

MANAGEMENT AND TECHNICAL SERVICES AGREEMENT

THIS AGREEMENT dated as of January 1, 1994, is entered into by and between Crown Resource Corp. of Colorado ("Crown"), a Colorado corporation, and Solitario Resources Corporation ("Solitario"), a Colorado corporation.

WITNESSETH:

WHEREAS, Solitario carries on business alone and in joint venture with others as an explorer for and developer of mineral deposits including gold; and

WHEREAS, Crown carries on business as a provider of management, administrative, financial, accounting, treasury, operations and technical services to mining and exploration companies; and

WHEREAS, the parties desire that Crown provide such services to Solitario;

NOW, THEREFORE, in consideration of the mutual agreements contained in this Agreement, Crown and Solitario agree as follows:

1. Management Services. Until terminated in accordance with paragraph 13, Crown shall furnish to Solitario the following services as required by Solitario:

(a) General executive services, including without limitation periodic advice and consultation with respect to, and subject to the policies and supervision of the Board of Directors of Solitario (the "Board") general management of, the affairs of Solitario, as more specifically described in paragraph 3;

(b) Business planning and development services, including without limitation assistance in the economic and technical evaluation, acquisition and disposition of assets;

(c) Accounting and financial services, including without limitation (i) general accounting (payroll, invoicing, accounts payable, maintenance of general and subsidiary ledgers and journals, and preparation of related reports); (ii) government accounting (preparation of federal, state, and local government reports); (iii) coordination of external audits; (iv) performance of internal audits; (v) advice on application of generally accepted accounting principles and financial accounting standards; (vi) performance of treasury functions (cash management and debt/equity financing); and (vii) financial planning and budgeting;

(d) Operations services, including without limitation the management or operation or both of Solitario's mines to be developed or acquired, including mine development, engineering, geological control and definition, mining, beneficiation, waste deposition, maintenance and required reclamation;

(e) Exploration and development services, including without limitation general and specific literature reviews, geological, geochemical and geophysical reconnaissance and surveys, geostatistical analysis, negotiation for and acquisition of property rights, drilling and sampling programs, sample analysis and evaluation, geological mapping and other related services;

(f) Marketing services, including without limitation negotiation of refining agreements and sales agreements, administration of all commercial agreements, including shipping, invoicing and settlements, and the development and implementation of pricing and hedging strategies;

(g) Contract management services, including without limitation contract negotiation and engineering, technical and financial control for engineering, design, construction and operating contracts;

(h) Environmental services, including without limitation such services as are necessary or desirable to assist Solitario in complying with all applicable environmental laws and regulations, including the preparation, and, subject to the approval of Solitario, submittal to regulatory agencies of all necessary applications and reports;

(i) Property management services, including without limitation the maintenance of mining claims and filing of notices required under local, state, provincial and national laws and regulations, and calculation and payment (at Solitario's cost) of applicable rental and royalty payments, for those properties designated by Solitario.

(j) Legal and tax services, including without limitation regular and periodic advice and consultation with respect to legal and tax matters related to Solitario, the preparation and filing of, and assistance with respect to, federal, provincial, state and local income, property, excise, franchise and other tax returns and reports to securities exchanges and other governmental agencies, negotiation, preparation and review of contracts, leases and other legal instruments, the management of the defense or prosecution of litigation and of other legal services furnished by independent counsel, and making recommendations with respect thereto; provided, however that the fees and expenses of any such independent counsel shall remain the expense of Solitario;

(k) Human resources services, including without limitation advisory and administration services relating to employee relations, compensation programs, employee benefit programs, corporate policies and other personnel and industrial relations matters;

(l) Insurance services, including without limitation risk assessment and management, evaluation of optimum coverage, evaluation of and negotiation with insurance brokers, carriers and underwriters, and processing and administration of insurance claims;

(m) Loss prevention services, including without limitation advisory services on health and safety and property risk management;

(n) Public relations services, including without limitation contacts with various news and trade publication media;

(o) Governmental relations services including without limitation presenting Solitario's positions to members of the legislative and executive branches of local, state, regional and national governments, and participation in Solitario's name in selected trade organizations;

(p) Corporate Secretary services, including without limitation maintenance of corporate stock records, assistance in convening meetings of directors and shareholders and preparing the minutes of such meetings, and other services normally associated with this function;

(q) Research, development and evaluation services pertaining to equipment, processes and techniques related to mining, extractive metallurgy, minerals exploration and evaluation, environmental control and protection, and health and safety;

(r) General and administrative services, including without limitation office facilities management, telecommunica-tions, transportation coordination, library services, data processing and records management; and

(s) Such other services as may be required by Solitario and which Crown is able and willing to provide.

2. Compensation.

(a) Cost Reimbursement. Crown shall keep or cause to be kept complete and accurate records in accordance with generally accepted accounting principles of all costs and expenses incurred by Crown or by Solitario in the performance of Crown's obligations under this Agreement ("Costs"). All such records shall be kept so as to be readily susceptible to standard auditing tests. "Costs"

shall include without limitation all direct costs and expenses incurred by Crown in the performance of such obligations and fully allocated indirect costs and expenses, including salaries and benefits of Crown personnel providing services to Solitario under this Agreement, based on such reasonable policies and procedures for allocation as may be agreed on by Crown and Solitario, or in the absence of such agreement as may be proposed by Crown and accepted by (Crown's) independent certified public accountants. Solitario shall reimburse Crown all Costs within fifteen (15) days after receipt of Crown's invoice for the same in such detail as reasonably may be requested by Solitario. Invoices shall generally be prepared in accordance with a schedule of accounts agreed between Crown and Solitario.

(b) Service Fees. In addition to payment or reimbursement of Costs paid by Crown, Solitario shall pay to Crown service fees as follows:

(1)  an operations management fee equal to 7.5% of the costs paid by Crown on behalf of Solitario and reimbursable to Crown by Solitario pursuant to paragraph 2(a), and

(2)  an operations management fee equal to 7.5% of the costs paid directly by Solitario pursuant to paragaraph 2(a).

Service fees shall be paid monthly in arrears within fifteen (15) days after receipt by Solitario of Crown's invoice for the same. Service fee rates shall be subject to review annually and revised by mutual agreement by Crown and Solitario.

(c) General.

(1) Crown shall have free access at all times to all records and information of Solitario for the purpose of calculating the service fees payable from time to time.

(2) Solitario may set off against monies payable to Crown any sums which are due to Solitario by Crown under this Agreement.

(3) Either party may, at its sole expense, cause an audit of the books and records of the other by a nationally recognized firm of independent certified public accountants upon at least thirty (30) days prior written notice to the other party. Such audit shall be conducted in accordance with generally accepted auditing practices and standards. The full audit report shall be furnished to both parties simultaneously.

(4) The Board or its duly authorized agent shall have full and free access to all books and records maintained by Crown for or on behalf of or in respect of the business and operations of Solitario at the place where the same are customarily kept at all times during normal business hours of Crown and may copy the same.

3. Executive Personnel. The general executive services described in paragraph 1(a) include providing personnel with suitable qualifications and experience who will serve as officers of Solitario. The number and title of such officer positions shall be determined by Solitario. All such executives provided under this Agreement will remain employees of Crown and will be eligible to participate in all benefit and bonus plans and programs of Crown. Subject to approval by Solitario and regulatory authorities, executives provided under this Agreement may be eligible to participate in certain benefit plans of Solitario. Subject to approval by Solitario, Crown may add or delete the officer positions it will fill with Crown employees and may change the personnel serving in such positions. Compensation for the services of such personnel will be paid by Solitario in accordance with the provisions of paragraph 2(a).

4. Third Party Services. Crown will not be obligated to provide or pay for services which in Crown's reasonable judgement are customarily and more effectively performed by third parties, such as law firms, engineering firms, consultants, and independent accountants. Crown may contract for such services on behalf of Solitario and the costs of such services may be charged directly to and in such case shall be paid by Solitario. All material contracts shall be subject to the approval of the Board or of such approval authority as may from time to time be designated by the Board.

5. Reports. Crown shall prepare and deliver to the Board such reports and other information in such form and format as reasonably requested by the Board. Such reports may be established on a regular schedule or as requested from time to time or both.

6. Compliance With Law. Crown shall comply, and use its best efforts to ensure compliance by all of its employees, agents and contractors, with all applicable laws, statutes, rules, regulations, orders, and permit and license terms and conditions of all federal, state or provincial, and local governments and governmental agencies, and all applicable orders of courts and administrative tribunals of competent jurisdiction, affecting Crown or the business and operations of Solitario managed by Crown (collectively "Applicable Law").

7. Losses and Liabilities.

(a) Neither party (the "first party") shall be liable to the other party (the "second party") for any losses or liabilities sustained or incurred by the second party, except such losses and liabilities as may result from the first party's gross negligence or willful misconduct or from the willful and intentional breach by the first party of one or more of the provisions of this Agreement, and then only to the extent that such losses and liabilities are not covered by the second party's insurance.

Under no circumstances shall either party be liable to the other for indirect or consequential damages.

(b) Notwithstanding paragraph 7(a), Solitario hereby indemnifies and agrees to hold Crown harmless from and against any and all claims, demands, suits, actions, losses, damages and liability of whatsoever nature arising directly or indirectly out of the performance or purported performance of services or other obligations under this Agreement by Crown or its employees, agents or contractors, except only as and to the extent the same arise directly from the gross negligence or willful misconduct of or the willful and intentional breach of this Agreement by Crown or its employees or agents.

(c) Each party shall cause its relevant insurance policies to be endorsed to waive all rights of subrogation against the other party with respect to any act or omission or loss done, omitted or arising directly or indirectly from the performance or purported performance of any service or obligation by either party or its employees, agents or contractors under this Agreement.

8. Force Majeure. If Crown is unable, wholly or in part, by reason of any occurrence beyond the reasonable control of Crown, to carry out any obligation under this Agreement, the performance of such obligation, to the extent and during the time that it is so affected, shall be suspended. Crown shall notify Solitario promptly of such circumstances and exercise due diligence in attempting to perform its obligations. Fees under this Agreement shall be reduced proportionally to reflect the non-performance of those services suspended under this provision. Crown shall use its best efforts to reinstate the services suspended under this provision as soon as practicable and to mitigate the adverse effects on Solitario of such suspension.

9. Confidentiality.

(a) Neither Crown nor Solitario shall, without the prior written consent of the other party, disclose, directly or indirectly, to any third party any information acquired or developed pursuant to performance of this Agreement, except as provided in paragraph 9(b).

(b) The consent required by paragraph 9(a) shall not apply to the following disclosures, provided that in each case the disclosing party shall use its reasonable best efforts to preserve the confidentiality of such information against further disclosures:

(1) Information disclosed in response to require- ments of any court, governmental agency or other authority of competent jurisdiction; or

(2) Information disclosed as necessary for debt or equity financing purposes; or

(3) Information disclosed to consultants and other third parties as necessary to carry out the purposes of this Agreement.

10. Other Opportunities. Except as expressly provided in this Agreement, each party shall have the free and unrestricted right independently to engage in and receive the full benefits of any and all business endeavors of any kind whatsoever, whether or not competitive with the endeavors contemplated in this Agreement, without consulting the other or inviting or allowing the other to participate in such endeavors. The legal doctrine of "corporate opportunity" or "business opportunity" sometimes applied to persons participating in a joint venture or having a fiduciary status shall not apply in the case of any other endeavors of the parties to this Agreement.

11. Term and Termination. This Agreement shall commence on January 1, 1994 and remain in effect for a term of three (3) years (the "Primary Term") and shall continue thereafter until terminated in accordance with this paragraph. This Agreement shall terminate on the last day of any month occurring on or after the last day of the Primary Term if Solitario or Crown elects to terminate this Agreement and gives at least one hundred eighty (180) days' prior written notice of such termination, specifying the date of such termination, to the other.

12. Assignment.

This Agreement shall not be assigned in whole or in part by either party without the prior written consent of the other party; provided that this paragraph shall not preclude or restrict Crown from engaging such contractors (subject to the applicable provisions of this Agreement) as it deems necessary or prudent to perform in whole or in part any of the services required to be provided by Crown under this Agreement.

13. Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed given when actually delivered to an officer of the addressee party; or five (5) days after being deposited in the

official mail system of the country of the party giving such notice or other communication, postage pre-paid for air mail delivery, addressed to the addressee party as provided below; or when given by telex to the addressee party telex number given below and the answerback given below is received; or when given by facsimile transmission to the addressee party facsimile number given below and written confirmation of satisfactorily completed transmission is received. The addresses of the parties for purposes of this paragraph 13 are as follows, and either party may change its address, telex number, answerback or facsimile number by notice given to the other party pursuant to this paragraph 13:

Crown: Crown Resource Corp. of Colorado

1225 17th Street, Suite 1500

Denver, Colorado 80202 U.S.A.

Attn: President

Facsimile No. (303) 295-2249

Solitario: Solitario Resources Corporation

1225 17th Street, Suite 1500

Denver, Colorado 80202 U.S.A.

Attn: President

Facsimile No. (303) 295-2249

14. Amendment. This Agreement may not be amended except by a written instrument signed by both parties.

15. Waiver. Any delay or omission or failure to exercise any right or remedy provided in this Agreement shall not constitute a waiver of any provision of this Agreement and shall not limit any party's right thereafter to enforce any provision or exercise any right.

16. Governing Law. This Agreement shall be deemed to have been made in and shall be governed by and construed in accordance with the laws of the State of Colorado, U.S.A.

17. Headings. The underlined headings of paragraphs in this Agreement are included for convenience only and are not a part of this Agreement.

18. Counterparts. This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute but one and the same agreement.

EXECUTED as of the day first written above.

"Crown"

CROWN RESOURCE CORP. OF COLORADO

By

Title

"Solitario"

SOLITARIO RESOURCES CORPORATION

By

Title

EX-10.4

Exhibit 10.4

FIRST AMENDMENT TO THE MANAGEMENT

AND TECHNICAL SERVICES AGREEMENT BETWEEN

CROWN RESOURCES CORP. OF COLORADO AND

SOLITARIO RESOURCES CORPORATION DATED JANUARY 1, 1994

Dated March 25, 1999

Whereas the Company and Crown Resources Corp. of Colorado (ACrown@) entered into a Management and Technical Services Agreement (the AAgreement@) dated January 1, 1994 which provided that Crown would provided, management, administrative, accounting, treasury, and technical services to Solitario; and

the Agreement is hereby amended as follows:

Paragraph 2 (b) shall be deleted and be replaced by the following:

(b)     Service Fees. In addition to payment or reimbursement of Costs paid by Crown, Solitario shall pay to Crown service fees as follows:

(1)     an operations management fee equal to 2% of the costs paid by Crown on behalf of Solitario and reimbursable to Crown by Solitario pursuant to paragraph 2 (a), and

(2)     an operations management fee equal to 2% of the costs paid directly by Solitario pursuant to paragraph 2 (a), and

(3)     Solitario will reimburse Crown an amount equal to one-half of the following costs; salaries and benefits of Denver and Houston personnel, Denver and Houston office rent, insurance, and investor relations meeting expenses (trade shows).

(4)     Service fees shall be paid monthly in arrears within fifteen (15) days after receipt by Solitario of Crown=s invoice for the same. Service fee rates shall be subject to review annually and revised by mutual agreement of Crown and Solitario.

Paragraph 11 shall deleted and replaced by the following:

11.     Term and Termination. This agreement shall commence on April 1, 1999, and shall remain in effect for a term of three (3) years (the APrimary Term@) and shall continue thereafter until terminated on the last day of any month occurring on or after the last of the Primary Term if Solitario or Crown elects to terminate this Agreement and gives at least one hundred eighty (180) days= prior written notice of such termination, specifying the date of such termination, to the other. Both parties may terminate or modify the agreement by mutual consent at any time.

Paragraph 13, Notices, is modified to change the addresses of both Crown and Solitario to 1675 Broadway, Suite 2400, Denver, CO 80228, and the phone numbers to (303) 534-1030.

All other terms and conditions of the Agreement remain the same.

EXECUTED as of the day first written above.

by: Crown Resources Corp. of Colorado                 by: Solitario Resources Corporation

________________________________              ______________________________

title_____________________________          title___________________________

EX-10.5

Exhibit 10.5

SECOND AMENDMENT TO THE MANAGEMENT

AND TECHNICAL SERVICES AGREEMENT BETWEEN

CROWN RESOURCES CORP. OF COLORADO AND

SOLITARIO RESOURCES CORPORATION DATED JANUARY 1, 1994

Dated November 16, 2000

Whereas the Company and Crown Resources Corp. of Colorado (ACrown@) entered into a Management and Technical Services Agreement (the AAgreement@) dated January 1, 1994 which provided that Crown would provided, management, administrative, accounting, treasury, and technical services to Solitario; and that the agreement was amended by the first amendment to the agreement dated March 25, 1999; and

the Agreement (as amended) is hereby amended as follows:

Paragraph 2 (b) shall be deleted and be replaced by the following:

(b)     Service Fees. In addition to payment or reimbursement of Costs paid by Crown, Solitario shall pay to Crown service fees as follows:

(1)     Solitario will reimburse Crown an amount equal to seventy five percent (75%) of the following costs; salaries and benefits of Denver and Houston personnel, Denver and Houston office rent, insurance, and investor relations meeting expenses (trade shows).

(4)     Service fees shall be paid monthly in arrears within fifteen (15) days after receipt by Solitario of Crown=s invoice for the same. Service fee rates shall be subject to review annually and revised by mutual agreement of Crown and Solitario.

Paragraph 11 shall deleted and replaced by the following:

11.     Term and Termination. This agreement shall commence on December 1, 2000, and shall remain in effect for a term of three (3) years (the APrimary Term@) and shall continue thereafter until terminated on the last day of any month occurring on or after the last of the Primary Term if Solitario or Crown elects to terminate this Agreement and gives at least one hundred eighty (180) days= prior written notice of such termination, specifying the date of such termination, to the other. Both parties may terminate or modify the agreement by mutual consent at any time. Should Solitario fail to pay its service fees, and has not cured such failure within 30 days, Crown may immediately unilaterally terminate the agreement. If either party declares itself insolvent or takes action to enter into a plan of bankruptcy or files a plan of reorgan ization or bankruptcy in any court or jurisdiction over such matters, the other party may unilaterally terminate the agreement.

All other terms and conditions of the Agreement remain the same.

EXECUTED as of the day first written above.

by: Crown Resources Corp. of Colorado               by: Solitario Resources Corporation

___________________________________                ___________________________

title_____________________________                title___________________________

EX-10.6

Exhibit 10.6

THIRD AMENDMENT TO THE MANAGEMENT

AND TECHNICAL SERVICES AGREEMENT BETWEEN

CROWN RESOURCES CORP. OF COLORADO AND

SOLITARIO RESOURCES CORPORATION DATED JANUARY 1, 1994

Dated July 1, 2002

Whereas the Solitario Resources Corporation (the ACompany@) and Crown Resources Corp. of Colorado (ACrown@) entered into a Management and Technical Services Agreement (the AAgreement@) dated January 1, 1994 which provided that Crown would provided, management, administrative, accounting, treasury, and technical services to Solitario; and that the agreement was amended by the first amendment to the agreement dated March 25, 1999 and amended by the second amendment to the agreement dated November 16, 2000; and

the Agreement (as amended) is hereby amended as follows:

Paragraph 2 (b) (1) shall be deleted and be replaced by the following:

(b)     Service Fees. In addition to payment or reimbursement of Costs paid by Crown, Solitario shall pay to Crown service fees as follows:

(1)     Solitario will reimburse Crown an amount equal to (i) seventy five percent (75%) of the following costs: salaries and benefits of Houston personnel, and Houston office rent, insurance, and investor relations meeting expenses; and (ii) Solitario will reimburse Crown an amount equal to fifty percent (50%) of the following costs: salaries and benefits of Denver office personnel (excluding Mr. Chris Herald below in (iii)), and Denver office rent, insurance and investor relations expenses; and (iii) Solitario will reimburse Crown an amount equal to twenty five percent of the salaries and benefits of Mr. Christopher Herald and Mr. Walt Hunt.

Paragraph 11 shall deleted and replaced by the following:

11.     Term and Termination. This agreement shall commence on July 1, 2002, and shall remain in effect for a term of three (3) years (the APrimary Term@) and shall continue thereafter until terminated on the last day of any month occurring on or after the last of the Primary Term if Solitario or Crown elects to terminate this Agreement and gives at least one hundred eighty (180) days= prior written notice of such termination, specifying the date of such termination, to the other. Both parties may terminate or modify the agreement by mutual consent at any time. Should Solitario fail to pay its service fees, and has not cured such failure within 30 days, Crown may immediately unilaterally terminate the agreement. If either party declares itself insolvent or takes action to enter into a plan of bankruptcy or files a plan of reorganizat ion or bankruptcy in any court or jurisdiction over such matters, the other party may unilaterally terminate the agreement.

All other terms and conditions of the Agreement remain the same.

EXECUTED as of the day first written above.

by: Crown Resources Corp. of Colorado               by: Solitario Resources Corporation

________________________________               ______________________________

title_____________________________               title___________________________

EX-10.7

Exhibit 10.7

SOLITARIO RESOURCES CORPORATION

1994 STOCK OPTION PLAN

FIRST AMENDMENT

Pursuant to a resolution unanimously passed by the Board of Directors on December 15, 1995, and subsequently approved by appropriate regulatory authorities and an affirmative vote of the shareholders, the Company's 1994 Stock Option Plan is modified as follows:

The second sentence in Section 2 shall be amended from:

"The number of shares of Common Stock that may be subject to options granted under this Plan shall not exceed 1,100,000 shares of Common Stock, as such Common Stock was constituted on the effective date of this Plan, or such greater number as may be approved from time to time by the shareholders of the Company."

To the Following:

"The number of shares of Common Stock that may be subject to options granted under this Plan shall not exceed 1,170,000 shares of Common Stock, as such Common Stock was constituted on the effective date of this Plan, or such greater number as may be approved from time to time by the shareholders of the Company."

No other changes to the 1994 Stock Option Plan are made as a result of this First Amendment to the Plan.

EX-10.8

Exhibit 10.8

SOLITARIO RESOURCES CORPORATION

1994 STOCK OPTION PLAN

SECOND AMENDMENT

Pursuant to a resolution unanimously passed by the Board of Directors on December 11, 1996, and subsequently approved by appropriate regulatory authorities and an affirmative vote of the shareholders, the Company's 1994 Stock Option Plan, as amended, is modified as follows:

The second sentence in Section 2 shall be amended from:

"The number of shares of Common Stock that may be subject to options granted under this Plan shall not exceed 1,170,000 shares of Common Stock, as such Common Stock was constituted on the effective date of this Plan, or such greater number as may be approved from time to time by the shareholders of the Company."

To the Following:

"The number of shares of Common Stock that may be subject to options granted under this Plan shall not exceed 1,386,000 shares of Common Stock, as such Common Stock was constituted on the effective date of this Plan, or such greater number as may be approved from time to time by the shareholders of the Company."

No other changes to the 1994 Stock Option Plan are made as a result of this Second Amendment to the Plan.

EX-10.9

Exhibit 10.9

SOLITARIO RESOURCES CORPORATION

1994 STOCK OPTION PLAN

THIRD AMENDMENT

Pursuant to a resolution unanimously passed by the Board of Directors on April 16, 1997, and subsequently approved by appropriate regulatory authorities and an affirmative vote of the shareholders, the Company's 1994 Stock Option Plan, as amended, is modified as follows:

The second sentence in Section 2 shall be amended from:

"The number of shares of Common Stock that may be subject to options granted under this Plan shall not exceed 1,386,000 shares of Common Stock, as such Common Stock was constituted on the effective date of this Plan, or such greater number as may be approved from time to time by the shareholders of the Company."

To the Following:

"The number of shares of Common Stock that may be subject to options granted under this Plan shall not exceed 1,536,000 shares of Common Stock, as such Common Stock was constituted on the effective date of this Plan, or such greater number as may be approved from time to time by the shareholders of the Company."

No other changes to the 1994 Stock Option Plan are made as a result of this Third Amendment to the Plan.

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF SOLITARIO RESOURCES CORPORATION

Solitario's corporate structure is as follows [jurisdiction of incorporation] ownership percentage.

Solitario Resources Corporation [Colorado]

Altoro Gold Corp. [British Columbia, Canada] 100 percent

       Altoro Gold (BVI) Corp. [British Virgin Islands] 100 percent

             Minera Altoro (BVI) Ltd. [British Virgin Islands] 100 percent

             Minera Andes (BVI) Corp. [British Virgin Islands] 100 percent

                   Compania Minera Andes del Sur S.A. [Bolivia] 100 percent

             Minera Altoro Brazil (BVI) Corp. [British Virgin Islands] 100 percent

                   Altoro Mineracao, Ltda. [Brazil] 100 percent

Minera Solitario Peru, S.A. [Peru]. 100 percent

Minera Bongara, S.A. [Peru] 100 percent

Minera Soloco, S.A. [Peru]. 100 percent

EX-10.10

Exhibit 10.10

SOLITARIO RESOURCES CORPORATION

1994 STOCK OPTION PLAN

FOURTH AMENDMENT

Pursuant to a consent resolution unanimously passed by the Board of Directors on June 8, 1999, and subsequently approved by appropriate regulatory authorities and an affirmative vote of the shareholders, the Company's 1994 Stock Option Plan, as amended, is modified as follows:

The second sentence in Section 2 shall be amended from:

"The number of shares of Common Stock that may be subject to options granted under this Plan shall not exceed 1,536,000 shares of Common Stock, as such Common Stock was constituted on the effective date of this Plan, or such greater number as may be approved from time to time by the shareholders of the Company."

To the Following:

"The number of shares of Common Stock that may be subject to options granted under this Plan shall not exceed 1,936,000 shares of Common Stock, as such Common Stock was constituted on the effective date of this Plan, or such greater number as may be approved from time to time by the shareholders of the Company."

No other changes to the 1994 Stock Option Plan are made as a result of this Fourth Amendment to the Plan.

EX-10.11

Exhibit 10.11

SOLITARIO RESOURCES CORPORATION

1994 STOCK OPTION PLAN

FIFTH AMENDMENT

Pursuant to a consent resolution unanimously passed by the Board of Directors on November 3, 1999, and subsequently approved by appropriate regulatory authorities and an affirmative vote of the shareholders, the Company's 1994 Stock Option Plan, as amended, is modified as follows:

The second sentence in Section 2 shall be amended from:

"The number of shares of Common Stock that may be subject to options granted under this Plan shall not exceed 1,936,000 shares of Common Stock, as such Common Stock was constituted on the effective date of this Plan, or such greater number as may be approved from time to time by the shareholders of the Company."

To the Following:

"The number of shares of Common Stock that may be subject to options granted under this Plan shall not exceed 2,336,000 shares of Common Stock, as such Common Stock was constituted on the effective date of this Plan, or such greater number as may be approved from time to time by the shareholders of the Company."

No other changes to the 1994 Stock Option Plan are made as a result of this Fifth Amendment to the Plan.

EX-10.12

SOLITARIO RESOURCES CORPORATION

1994 STOCK OPTION PLAN

SIXTH AMENDMENT

Pursuant to a consent resolution unanimously passed by the Board of Directors on March 2, 2001, and subsequently approved by appropriate regulatory authorities and an affirmative vote of the shareholders, the Company's 1994 Stock Option Plan, as amended, is modified as follows:

The second sentence in Section 2 shall be amended from:

"The number of shares of Common Stock that may be subject to options granted under this Plan shall not exceed 2,336,000 shares of Common Stock, as such Common Stock was constituted on the effective date of this Plan, or such greater number as may be approved from time to time by the shareholders of the Company."

To the Following:

"The number of shares of Common Stock that may be subject to options granted under this Plan shall not exceed 3,136,000 shares of Common Stock, as such Common Stock was constituted on the effective date of this Plan, or such greater number as may be approved from time to time by the shareholders of the Company."

No other changes to the 1994 Stock Option Plan are made as a result of this Sixth Amendment to the Plan.

EX-10.13

SOLITARIO RESOURCES CORPORATION

1994 STOCK OPTION PLAN

SEVENTH AMENDMENT

Pursuant to a resolution unanimously passed by the Board of Directors on March 7, 2002, and subsequently approved by appropriate regulatory authorities and an affirmative vote of the shareholders, the Company's 1994 Stock Option Plan, as amended, is modified as follows:

The second sentence in Section 2 shall be amended from:

"The number of shares of Common Stock that may be subject to options granted under this Plan shall not exceed 3,136,000 shares of Common Stock, as such Common Stock was constituted on the effective date of this Plan, or such greater number as may be approved from time to time by the shareholders of the Company."

To the Following:

"The number of shares of Common Stock that may be subject to options granted under this Plan shall not exceed 3,736,000 shares of Common Stock, as such Common Stock was constituted on the effective date of this Plan, or such greater number as may be approved from time to time by the shareholders of the Company."

No other changes to the 1994 Stock Option Plan are made as a result of this Seventh Amendment to the Plan.

EX-10.14

Rio de Janeiro, 30 de setembro de 2003

A

UNAMGEN MINERACAO E METALURGIA S.A.

CARNAUBA MINERACAO LTDA.

SAO BENTO MINERACAO S.A.

Fazenda Sao Bento

Municipio de Santa Barbara, MG

At. Srs. Lincoln Silva e Sergio Luiz Martins Pereira

Ref.:     Acordo relativo ao prosseguimento do Projeto Pedra Branca

Prezados senhores,

          Fazemos referencia ao denominado "Projeto Pedra Branca", no qual foram desenvolvidas pesquisas minerarias em areas localizadas em Pedra Branca, Ceara, em conformidade com os direitos de pesquisa outorgados a Unamgem Mineracao e Metalurgia S.A. ("Unamgem") por meio dos Processos DNPM n s 800.470/96 e 800.483/96, e a Carnauba Mineracao Ltda. ("Carnauba") por meio dos Processos DNPM n s 800.446/96, 800.458/96, 800.459/96, 800.471/96, 800.482/96, 800.495/96, 800.507/96, 800.520/96. Consoante o Acordo de Cooperacao Comercial e seu primeiro Aditamento, celebrados respectivamente em 30/9/1999 e 30/12/1999, entre Unamgem, Carnauba e Altoro Mineracao Ltda. ("Altoro"), tais direitos de pesquisa foram cedidos a Altoro, tendo sido as pesquisas minerarias desenvolvidas conjuntamente pela Altoro e pela Unamgem, que investiram, respectivamente, 70 percent e 30 percent dos recursos empregados no empreendimento.

     Como e de conhecimento de V. Sas., apesar dos esforcos das partes, as pesquisas nao revelaram, ate o presente momento, potencial minerario das areas de Pedra Branca, estando os direitos de pesquisa concedidos por meio dos processo acima mencionados por expirar no dia 30/10/2003. Considerando tal situacao e tendo em vista o interesse da Altoro e da Sao Bento Mineracao S.A. ("Sao Bento") em continuar desenvolvendo as pesquisas minerarias nas areas em Pedra Branca, Ceara, vimos propor a V. Sas. os seguintes termos e condicoes para o desenvolvimento do Projeto Pedra Branca:

1.     A Altoro nao apresentara o relatorio final relativo as pesquisas realizadas em conformidade com os direitos de pesquisa outorgados pelos Processos DNPM acima mencionados, deixando, assim, caducar tais direitos de pesquisa.

2.     Subsequentemente, a Altoro ira requerer ao DNPM os direitos de pesquisa sobre as areas do Projeto Pedra Branca (areas identicas aquelas que foram objeto dos Processos DNPM acima mencionados), envidando seus melhores esforcos para que lhe sejam concedidos tais direitos de pesquisa. A Altoro ressalva que, nao obstante seus esforcos, o DNPM podera nao lhe conceder os direitos de pesquisa requeridos.

3.     Obtidos os direitos minerarios sobre as areas do Projeto Pedra Branca, a Altoro ira individualmente realizar as pesquisas em tais areas, realizando todos os atos e utilizando-se da melhor tecnica para que ali seja identificada lavra economicamente viavel.

4.     Identificada a exeqiibilidade tecnica e economica da lavra em qualquer das areas do Projeto Pedra Branca, uma vez iniciada a sua atividade, a Altoro pagara a Sao Bento o valor correspondente a 2 percent dos resultados da lavra a ceu aberto ou subterranea de platina, outros minerais ou subprodutos. Considerar-se-a resultados da lavra, para tal efeito, todos os valores obtidos com a venda dos minerios extraidos da lavra, deduzidos das seguintes importancias: (a) tributos diretamente incidentes sobre a producao e a venda do minerio (incluindo a Compensacao Financeira pela Exploracao de Recursos Minerais, mas nao sendo incluidos os tributos sobre a renda, o faturamento ou a folha de salarios); (b) despesas incorridas com o transporte dos minerios das usinas de beneficiamento ou depositos da Altoro para o local de entrega ao comprador; e (c) seguro dos minerios para o transporte referido na alinea "b".

5.     A participacao da Sao Bento nos resultados da lavra, referida no item 4 anterior, sera apurada e paga pela Altoro a cada quatro meses, podendo a Sao Bento promover auditoria das contas apresentadas.

6.     A aceitacao desta proposta implicara em plena e geral quitacao da Unamgem, da Carnauba e da Altoro das obrigacoes recirocas previstas no Acordo de Cooperacao Comercial e seu primeiro Aditamento, respectivamente de 30/9/1999 e 30/12/1999, bem como das obrigacoes constantes do Instrumento Particular de Cessao e Transferencia de 20/1/2000, declarando nada mais ter a reclamar quanto a tais instrumentos.

7.     Caso o DNPM nao conceda o direito de pesquisa relativo a nenhuma das areas do Projeto Pedra Branca, ou na hipotese de ser concedido o direito de pesquisa sobre alguma dessas areas, mas as pesquisas desenvolvidas pela Altoro nao identificarem lavra economicamente viavel, o acordo que derivar da aceitacao da presente proposta se resolvera de pleno direito, dando-se as partes por reciprocamente quitadas e satisfeitas, declarando nada mais ter a reclamar.

8.     Qualquer controversia decorrente ou relacionada a interpretacao ou cumprimento do acordo que derivar da aceitacao da presente proposta, sera solucionada por arbitragem de acordo com as regras da Camara de Arbitragem Empresarial - Brasil, por um ou mais arbitros nomeados de acordo com tais regras, em Belo Horizonte, Estado de Minas Gerais.

     Solicitamos a V.Sas. a gentileza de apor vossas assinaturas no espaco a seguir, indicando a aceitacao da Unamgem, da Carnauba e da Sao Bento aos termos da proposta acima descrita, que passara a reger, em carater irrevogavel e irretratavel, as relacoes entre tais empresas e a Altoro, bem como seus sucessores a qualquer titulo, relativamente ao Projeto Pedra Branca.

     Atenciosamente,

ALTORO MINERACAO LTDA.

Luiz Mauricio Ferraiuoli Azevedo

(signature)

MINERA ALTORO BRAZIL (BVI) CORPORATION

Luiz Mauricio Ferraiuoli Azevedo

(signature)

De acordo:

UNAMGEM MINERACAO E METALURGIA S.A.

Lincoln Silva          Sergio Luiz Martins Pereira

(signatures)

CARNAUBA MINERACAO LTDA.

Lincoln Silva          Sergio Luiz Martins Pereira

(signatures)

SO BENTO MINERACAO S.A.

Lincoln Silva          Sergio Luiz Martins Pereira

(signatures)

Following is a summary of NSR Letter Agreement:

Acordo relativo ao prosseguimento do Projeto Pedra Branca

Dated September 30, 2003

As has been previously communicated by Altoro and despite the best efforts made during the past exploration work in the Pedra Branca Project, until today there are no potential mining resources identified within the area of the 10 Eldorado claims. As you know these claims are due for renewal as mining concessions on the 30^th of October 2003. Given this situation, and bearing in mind Altoro and São Bento have an interest in continuing the exploration work under development, find below terms and conditions proposed to the continue the present work.

1.     Altoro will not present its final exploration report with reference to all exploration work done on Carnauba and Unamgen claims.

2.     Subsequently, Altoro will stake the same 10 claims, exactly in the same manner as exists for the existing claims, following the current coordinates and area. Irrespective of the good will and effort by Altoro, it is possible that the DNPM might not grant the company the same 10 claims.

3.     Once the new claims are published, Altoro will individually carry on the exploration work in these claims area, trying to, under the best practice, identify a mineable deposit.

4.     In the case that it is proved the existence of a mineable reserve within the area delimited by the current Eldorado claims, Altoro agrees to pay a 2 percent NSR as follows:

4.1     The above royalty will be paid in the case of an open pit or underground operation. This includes platinum and other minerals, as well as all its byproducts.

4.2     This royalty will be paid from total product sales after deducting the items below:

4.2.1     Taxes over production and sales, including CFEM (Mineral Resources Finance Compensation payment).

4.2.2     Transport expenses from Altoro processing plants and/or deposits to clients.

4.2.3     Insurance on products sold.

Taxes over income, revenue and payroll are not included.

5.     Settlement of Sao Bento (Eldorado) interest in the mining results, as stated on item 4 above, will be paid by Altoro every 4 months. Sao Bento will be allowed to audit all accounts presented.

6.     Acceptance of this document means total accordance between Unamgem, Carnauba and Altoro on what concerns clauses from the former Commercial Cooperation Document and all subsequent documents from 30/09/1999, 30/12/1999, and 20/01/2000.

7.     In the case that the DNPM does not grant Altoro the same 10 claims originally transferred from Unamgem and Carnauba, or in the event of being only partially granted, the present agreement and all derived agreements will consider fulfilled all demands on this respect.

8.     All eventual controversies, doubts or questions with respect to this document will be resolved in accordance to the rules of one of the Brazilian Business Arbitration Chambers.

ALTORO MINERACAO LTDA.

/s/Luiz Mauricio Ferraiuoli Azevedo

MINERA ALTORO BRAZIL (BVI) CORPORATION

/s/Luiz Mauricio Ferraiuoli Azevedo

De acordo:

UNAMGEM MINERACAO E METALURGIA S.A.

/s/Lincoln Silva          /s/Sergio Luiz Martins Pereira

CARNAUBA MINERACAO LTDA.

/s/Lincoln Silva          /s/Sergio Luiz Martins Pereira

SAO BENTO MINERACAO S.A.

/s/Lincoln Silva          /s/Sergio Luiz Martins Pereira

EX-10.15

July 31, 2002

Mr. Andy Swarthout

Mr. David Volkert

Bear Creek Mining Company

8340 N. Thornydale Rd. #110-263

Tucson, AZ 85741

RE:     LETTER OF INTENT

Gentlemen,

     Pursuant to our recent discussions, Bear Creek Mining Company, an Arizona Corporation ("BCMC") wishes to acquire the exclusive right to earn an interest in the La Pampa Property in the Department of Lambayeque, Perú (the "Property"), the mineral rights to which are held by are held by Minera Solitario Peru S.A.C. ("MSP"). MSP is a wholly owned subsidiary of Solitario Resources Corporation of Denver, Colorado ("Solitario"). The Property consists of a 19 square kilometer area near Chongoyape Perú, a more definitive description of which is shown on Exhibit A attached.

1.  a) Subject to the Conditions (as hereinafter defined), this Letter of Intent sets forth terms under which BCMC will have an option to acquire an interest in the Property by way of the acquisition of a sharehold interest in a new corporate entity ("Newco") to be formed by MSP under the laws of Perú and which shall hold as its sole assets the Property and its initial capital. MSP shall create Newco prior to such time as BCMC exercises it option to acquire an interest in Newco (the "Option Period"). MSP and BCMC may enter into an Operating Agreement at such time as BCMC deems appropriate which provides for the detailed terms under which BCMC shall conduct exploration during the Option Period and under which MSP and BCMC may jointly invest in the property through Newco after BCMC has vested its interest in Newco. The Operating Agreement shall be mutually agreed upon by the Parties and which shall form a basis for the development and mining of the Property by Newco based u pon terms commonly accepted in the mining industry.

     b) During the Option Period, MSP agrees to provide the Property exclusively to BCMC free of any encumbrance or title defect and will pay expenses to remedy any such defects which may be discovered to have existed prior to signing of this Letter of Intent. Should the Parties decide to acquire additional mineral rights within two kilometers of the boundaries of the claims shown on Exhibit A those rights shall be incorporated into and be an integral part of the Property.

2.  a) In order to acquire a 51% interest in Newco, BCMC shall undertake the following cumulative work commitments with respect to the Property over a period of five years, which five year period begins on the date of signing of this Letter of Intent:

Year	Expenditure (US$)
1	100,000
2	300,000
3	700,000
4	1,300,000
5	2,100,000
Total	4,500,000

     Allowable costs allocable to the work commitment shall relate to direct costs expended on exploration and related activities and reasonable administration costs which directly relate to expenditures on the Property as is generally accepted within the mining industry. Solitario shall have the right to verify work expenditures upon prior notice to BCMC.

     b) For as long as BCMC is earning its right to exercise its option under the terms of this Letter of Intent or the Operating Agreement, BCMC shall make all surface rights, lease and tax payments with respect to the Property, defend its good standing and pay the annual holding costs (derechos de vigencia) for the claims as required by Peruvian law. All payments by BCMC for surface rights (servidumbre), acquisition of surface titles, and mineral rights shall be deemed to be applicable to the work commitment. At the signing of this Letter Agreement the derechos de vigencia for year 2001 were paid in arrears in June 2002. BCMC makes a firm commitment to pay of the derechos de vigencia for year 2002 payable not later than June 30, 2003, which are estimated to be approximately $6,000.

     c) BCMC commits to complete at least 1000 meters of exploration drilling within the first year of the Option Period subject to the Conditions, including the condition in Section 2(f) below.

     d) At any time after completion of 1000 meters of drilling, BCMC may withdraw from the Agreement by notifying Solitario of termination in writing. Notwithstanding notification of termination by BCMC, obligations in relation to property payments by BCMC under section 2(b) above shall endure for a period of forty-five days after the date of notification of termination.

     e) BCMC may accelerate the schedule of its work commitment to earn its right to exercise its option by completing its investment of $4,500,000 at any time during the five year Option Period, at which time BCMC will have been deemed to have fulfilled its work commitment and may exercise its option to acquire an interest in Newco.

     f) Upon signing of this Letter of Intent BCMC will endeavor to acquire the surface rights to perform exploration from the title holder(s) of the Property under favorable terms and within a reasonable time frame. Should this acquisition require more than four months, the effective date of the work commitments as described in Section 2(a) of this Letter of Intent shall be postponed for such period in excess of four months as is required to acquire such rights but not to exceed an additional period of six months.

3.  a) Upon fulfillment of its work commitments BCMC may exercise its option to receive a 51% sharehold interest in Newco. This transfer of corporate interest will be recorded in the books of Newco by way of a sale of shares for a nominal amount representing 51% of the initial capital of Newco. The parties shall mutually agree on the manner of this transfer which provides the most favorable tax treatment for both parties.

     b) Upon completion of the initial earn-in requirements and notification to Solitario of the exercise of its option to acquire a 51% interest in Newco, BCMC may concurrently elect to increase its corporate interest in the Company from 51% to 65% by committing to complete a bankable feasibility study within two years of the election. BCMC shall earn the additional 14% of the shares in the Company upon completion of the bankable feasibility study and the accounts of the Newco shall be accordingly adjusted.

     c) The Shareholders of Newco shall record that the initial contribution of each Party upon the earn in of BCMC's 51% (or 65%) interest will be deemed to be in proportion to the actual expenses incurred by BCMC in earning its interest. For greater certainty, the formula IPI= [A/(A+B)] describes the initial contribution of the Parties where IPI (the Initial Participating Interest) of BCMC equals either 51% or 65% and A represents the actual expenditure incurred by BCMC to earn the corresponding interest and B represents the deemed initial contribution of Solitario.

     e) Subsequent to earn in by BCMC the Participating interest of each party may, from time to time, be calculated using a similar formula to that shown in Section 3(d): PI = [A/(A+B)] where in PI is equal to the Participating Interest of Party 1 and A is the Initial Contribution of Party 1 plus its additional contributions, and B is the other Party's Initial Contribution plus additional contributions. Should either Party's Participating Interest be diluted to 10% then the diluting Party's interest shall revert to a 2.5% Net Smelter Return as defined in Exhibit B.

4.  The Bylaws of Newco shall generally conform to the terms of the Operating Agreement and the appointment of its Directors shall be mutually agreed upon by the parties to the Operating Agreement for so long as the Operating Agreement is in force. The Operating Agreement shall: 1) specify procedures for the approval of budgets, cash calls, reporting, notifications etc., all in accordance with standard mining practice, 2) provide that, following the Option Period, the shareholders of the Company shall bear the costs of exploration, development and mining in proportion to each party's ownership of the shares of the Company, 3) that the voting representation on the Board of Directors of Newco shall be in proportion to each Party's Participating Interest and 4) other provisions as are required by mutual agreement and standard mining practice to facilitate the operational and administrative functions of the company.

5.  The Letter of Intent or the Operating Agreement shall terminate upon the earlier to occur of the following:

(i)  after written notice by BCMC to Solitario pursuant to the terms of Section      2(d);

(ii)  BCMC fails to complete the cumulative work commitments on the anniversary dates of the work commitment schedule shown in Section 2(a) subject to the terms of Section 2(f);

(iii)  the mutual agreement of both parties;

the parties cease to own an interest in the Property; and

(iv)  failure of BCMC to acquire access rights within ten months of the signing of this Letter of Intent as provided for in Section 2(f).

6.  BCMC will be the operator of the project during the term of the option.

7.  During the Option Period BCMC agrees to provide Solitario with quarterly written reports of factual and interpretive data as well as more frequent updates regarding material results and, as needed, for corporate reporting requirements.

8.  Draft releases of information to the public by a Party shall be provided to the other Party for comment and approval, such review to occur in a timely manner.

9.  This Letter of Intent is subject to the following conditions (the "Conditions"):

  (i)  satisfactory completion by BCMC of due diligence in respect of the adequacy of mineral title of the Property not to exceed a period of thirty (30) days; and

  (ii)  the acquisition of surface rights as contemplated by Section 2(f) above.

10.  Until such time as a definitive form of agreement is executed, the terms of this Letter of Intent will be binding on the parties.

11.  This Letter of Intent shall be interpreted in accordance with and governed by   the laws of Colorado.

The parties express their agreement to the terms of this Letter of Intent by signing below.

Solitario Resources Corporation

4251 Kipling St. #390

Wheat Ridge, CO 80033

By                                       

                                                  Date:___________________

Bear Creek Mining Company

By                                      

                                                  Date:___________________

EXHIBIT A

The claims comprising the Property:

DERECHO	CODIGO	ASIENTO	FICHA
La Pampa uno	01-00168-99	02	16376
La Pampa dos	01-00191-99	02	16336

EXHIBIT B

Net Smelter Return

The Party with the majority share of the La Pampa Project shall pay to the diluting Party with respect to the substances produced and sold form the Property two and one half percent (2.5%) of the "Net Returns" received by the majority Party from the sale of the substances produced. The term "Net Returns" shall mean the total receipts from the mint, refinery, smelter or other purchaser less only (i) the transportation costs from the Property to the place of sale, if paid by the majority Party and (ii) the costs, penalties, treatment charges and other charges paid by the majority Party to, or deducted from, the amount paid by the mint, refinery, smelter or other purchaser. Net Returns royalties payable hereunder shall be paid within forty-five (45) days following the end of each calendar quarter in which the majority Party receives the Net Returns. Payments shall be made to the diluting Party at the address of record in this agreement or to such depository or address that the diluting Party shall designate to the majority Party in writing. Net Returns payments shall be accompanied by a statement setting forth the amount of substances sold, the total received therefore and the method used to determine the Net Returns payable. Each such statement shall be deemed correct and binding upon the diluting Party unless the diluting Party shall dispute the accuracy thereof in writing within six (6) months following the end of the calendar year in which the Net Return was paid. The diluting Party shall have the right to audit the accounting of the Net Return calculations of the majority Party.

EX-10.16

Exhibit 10.16

28 January 2003

Mr. Ron Hieber

Divisional Director: Resource Management and Development

Anglo American Platinum Corporation Ltd.

55 Marshall Street, Johannesburg

PO Box 62179, Marshalltown 2107,

South Africa

RE:       PEDRA BRANCA LETTER AGREEMENT

Pursuant to our discussions, Anglo American Platinum Corporation Ltd. (""Anglo"") wishes to acquire the exclusive right to earn an undivided interest in the rights to explore and mine minerals in the Pedra Branca Property (the ""Property"") owned by Solitario Resources Corporation through its wholly-owned subsidiaries, Altoro Gold Corp., Altoro Gold (BVI) Corp., Altoro BVI and Minercao Altoro Brazil (collectively, ""Solitario""). The Property is situated in the state of Ceara, Brazil.

Period Expenditure Anglos

Commitment(US$) Interest

(i) First six months after signature of this Agreement 500,000 0%

(ii) Second six months after a date agreed upon in the

Operating Agreement ("Operating Agreement")

contemplated in Clause 3 500,000 0%

(iii) Second year as defined in the Operating Agreement 1,250,000 15%

(iv) Third year as defined in the Operating Agreement 1,750,000 30%

(v) Fourth year as defined in the Operating Agreement 3,000,000 51%

Total Expenditure Commitment $7,000,000 51%

Period		Expenditure Commitment (US$)	Anglo's Interest
(i)	First six months after signature of this Agreement	500,000	0%
(ii)	Second six months after a date agreed upon in the
	Operating Agreement ("Operating Agreement") contemplated in Clause 3
		500,000	0%
(iii)	Second year as defined in the Operating Agreement	1,250,000	15%
(iv)	Third year as defined in the Operating Agreement	1,750,000	30%
(v)	Fourth year as defined in the Operating Agreement	3,000,000	51%
	Total Expenditure Commitment	$7,000,000	51%

(d)   For as long as the Agreement is in force, Anglo shall reimburse Solitario the holding costs for the Claims and other such land costs as are required for the conduct of exploration of the Property as required by Brazilian law excepting for the first 6 month period as set out in Clause 2(a)(i) above, during which period Solitario shall remain liable for such costs and provided that following the first six month period, such holding and land costs together with all expenditure already incurred by Anglo shall not exceed Anglo's total expenditure commitment as set out in Clause 2(a) above. In the event that such holding and land costs together with all expenditure already incurred does exceed Anglo's total expenditure commitment as set out in Clause 2(a), Anglo will have been deemed to have met its expenditure commitment specified in clause 2(a)(v) above and Solitario shall be liable for its share of costs in excess of Anglo's total expenditure commitment in accordance with Clause 6 below. All payments by Anglo for surface and mineral rights shall be included as part of Anglo's expenditure in terms of meeting its expenditure commitment as set out in Clause 2(a) above.

9.   In the case that either party wishes to dispose of its interest in the property or its shares in Minera Altoro Brazil (BVI) Corp., the other party shall have a right of first refusal to acquire the interest or shares of the other. Such right must be exercised within 90-days of notification that a sale has been negotiated with a third party.

10.   While Solitario is manager of the project, Solitario will prepare a monthly accounting of expenditures and submit this monthly statement to Anglo for reimbursement. Anglo shall reimburse Solitario in United States funds within 20 working days of receipt of the monthly statement. Anglo will have the right to audit all expenditures for appropriateness.

11.   Anglo and Solitario agree that if either party acquires an interest in new Claims within the Area of Interest (""AOI""), it must be offered to the non-acquiring party within 30 days of acquisition. If the non-acquiring party accepts the newly acquired Claims interest within 30 days of notification, then the acquiring party shall transfer the accepted Claims to Property pertaining to this Agreement. If the non-acquiring party declines the newly acquired Claims, the acquiring party shall retain 100% control of the newly acquired Claims. During the earn-in period, in order for the non-acquiring party to accept the newly acquired Claims, the non-acquiring party will be required to purchase the Claims for 100% of the original cost of acquisition by the acquiring party. In the case whereby Anglo is the non-acquiring party and it chooses to accept the newly acquired Claims, then the costs of all such acquisitions during the earn-in period will be included as part of Angl o's expenditure in terms of meeting its expenditure commitments as set out in Clause 2(a). Following the earn in period, should the non acquiring party choose to accept the newly acquired Claims then the non acquiring party shall be required to pay for the newly acquired Claims in relation to its interest in the Property The AOI is defined as that area within 10 kilometers from the outer boundary of all Claims shown on Exhibits A and B.

12.   Upon the termination of participation in this Agreement by Anglo, the following will apply:

  (a)     If Anglo withdraws prior to Anglo completing its 51% earn-in interest, Anglo will be responsible for all accrued liabilities that occurred during the period of Anglo's participation in this Agreement. Such accrued liabilities include,

  (b)     Anglo is not responsible for any liabilities that occurred prior to its participation in this Agreement. Such liabilities include, but are not limited to, reclamation of all existing surface disturbances, accrued taxes and social benefits of laborers and employees, accounts payable for work conducted on, or for the benefit of, the Property that were incurred prior to the date of this Agreement.

  (c)     If Anglo terminates its participation in this Agreement after Anglo has completed its 51% earn-in, then Anglo shall pay within 90 days to Solitario its share, in proportion to its interest in the Property either directly in the Property or through its stock ownership in Minera Altoro Brazil (BVI) Corp. or such other manner as contemplated in Clause 5(a), of all accrued liabilities that occurred during the period of Anglo's participation in this Agreement. Such accrued liabilities include,

(i)     reclamation of all surface disturbances caused by work conducted in terms of the approved work program contemplated in Clause 4,

(ii)    taxes and social benefits of laborers and employees and property payments resulting from the termination of operations on the Property that become due within 30 days of termination. For the purposes of this agreement, social benefits are restricted to government-mandated benefits such as social security, health care, social insurance costs and severance costs.

(iii)   accounts payable for work conducted on, or for the benefit of, the Property in terms of the approved work program contemplated in Clause 4.

For sake of clarity, Anglo's responsibility for any liability in terms of this Clause will be limited to liabilities which arise from work conducted as part of the approved work program contemplated in Clause 4 or from the termination thereof.

13.   This agreement shall be subject to approval by the South African Reserve Bank and any other South African regulatory approvals and consents that may be necessary.

The parties express their agreement to the terms of this Letter Agreement by signing below.

Anglo American Platinum Corporation Ltd.

By                                                _____________________                                              

Solitario Resources Corporation

By ____________________

EX-10.17

Exhibit 10.17

Original Option Spanish Language - Contract Summary in English as Provided Below

Option to Purchase and Irrevocable Commitment to Transfer Mineral Concessions

First: The Parties

1.1     Compania AndeSur S.A. a company legally established in Bolivia and represented by Mr. Gustavo Adolfo Miranda Pinaya and Mr. Carlos Guillermo Prieto Vogtschmidt, as Administrative Manager and Financial Manager respectively, duly authorized, appear before a Notary on May 8, 2001 as Optioner.

1.2     Mr. Javier Ernesto Monerrey Uria, Property Owner ("Owner").

Second: The owner warrants that he is the sole and legitimate owner of the following mineral concessions which are in good standing:

2.1     The mineral concession called "El Triunfo" consisting of 120 pertinencias which is located in Lambate, the Province of Sud Yungas, Department of La Paz, Bolivia, acquired by the Owner on the 25^th of March 1997 and duly registered with the appropriate agencies.

2.2     The mineral concession called "La Poderosa" consisting of 76 pertinencias, also located in Lambate, duly registered and acquired by the owner on the same date.

2.3     The mineral concession called "La Flor" consisting of 76 pertinencias, also located in Lambate, duly registered and acquired by the owner on the same date.

The preceding mineral concessions collectively referred to herein as the "Concessions".

Third: The Owner, of his own free will irrevocably commits to transfer to the Optioner the Concessions at such time as the Optioner completes the stipulated conditions in the next clause.

Fourth: This contract will have a term of five years from the date of subscription of this Minuta during which time the Optioner may exercise his option to acquire the Concessions according to the following terms:

4.1     On signing of this contract the Optioner will pay the Owner a sum of US$ 10,000 for the right to enter into the property and access data to perform a due diligence investigation for a period of 6 months.

     4.1.1     During this period the Owner must resolve all technical and legal issues relating to the Concessions such as the past due payments and specifically registration of the Concessions with the Registro de Derechos Reales,

     4.1.2     Additionally, the Optioner will have the responsibility to immediately make appropriate corrections to the recorded locations of the Concessions with the Servicio Technico de Minas discounting the resulting costs for this work from the initial payment of US$10,000.

     4.1.3     In case that there exist technical and/or legal problems with the Concessions that cannot be resolved then this contract will be rendered null and void without further obligations for payments or work commitments.

4.2     On the six month anniversary of signing this contract the Optioner will pay to the Owner the sum of US$15,000.

4.3     On the twelve month anniversary of signing this contract the Optioner will pay to the Owner the sum of US$25,000.

4.4     On the twenty-fourth month anniversary of signing this contract the Optioner will pay to the Owner the sum of US$35,000.

4.5     On the thirty-sixth month anniversary of signing this contract the Optioner will pay to the Owner the sum of US$45,000.

4.6     On the Forty-eighth month anniversary of signing this contract the Optioner will pay to the Owner the sum of US$55,000.

The above payments total US$185,000. The mentioned payments, apart from those indicated in the first paragraph of this clause, will give the Optioner the exclusive right to explore for minerals on the Concessions at his discretion including pilot scale metallurgical tests. Whatever quantity of ore generated during the term of this contract through the exploration or pilot scale testing will be the property of the Optioner.

Fifth: Option Price

5.1     If the Optioner decides to exercise his option to purchase the Concessions, he will pay the Owner the sum of US$1,000,000.

5.2     The Option payment will be made at the time of signing of the transfer of ownership.

5.3     The Optioner has the right to exercise the option to purchase at any time during the term of this contract not having any obligation to pay the owner any other payments thereafter nor any pro-rated payments for the time between the last payment and the date on which the option was exercised.

5.4     The Optioner will notify the Owner in writing of his intention to exercise the purchase option which will require the Owner to proceed immediately with the subscription of the documentation for transfer of ownership.

5.5     Also, the annual work commitments indicated in the following clause will no longer be in effect once the Optioner has exercised the option to purchase.

Sixth: During the term of this contract the Optioner commits to expenditures for exploration work the following minimum amount for each contract year:

6.1     During the first year a sum of US$100,000.

6.2     During the second year a sum of US$200,000.

6.3     During the third year a sum of US$400,000.

6.4     During the fourth year a sum of US$600,000.

6.5     During the fifth year a sum of US$1,000,000.

These expenditures are simply a projection that the Optioner estimates during the term of the contract. In case that, in whatever year, an expenditure exceeds the amount projected this amount exceeding the commitment will be applied to the following year.

Seventh:

7.1     The Optioner can execute exploration work on the Concessions that he deems appropriate without limitation and, if the work results in the production of ore, it is reiterated that it is the property of the Optioner.

7.2     At the same time the Owner has the right to conduct whatever production work on the Concessions at his discretion so long as the quantity of ore does not exceed six thousand tons of ore per year and under the condition that it does not interfere with the work of the Optioner. This right of the Owner to limited exploitation is restricted to the Owner himself and cannot be transferred to another person.

Eighth:

8.1     The Optioner, during the term of the contract, is obligated to maintain the annual payments for the Patentes Mineras for the Concessions.

8.2     The payments for the Patentes Mineras can be credited against the work commitments provided for in the fifth Clause.

Ninth: It is agreed between the parties that on the termination of this contract, for whatever reason, a copy of all of the data obtained by the Optioner such as general work for the benefit of exploration, will be delivered to the Owner without cost.

Tenth:

10.1     The Owner guarantees the free use and security of the Concessions and commits to maintain the property in good standing without encumbrances.

10.2     Additionally, the Owner guarantees the peaceful possession of the Optioner with respect to the Concessions and has the exclusive responsibility for their legal and administrative defense.

Eleventh:     The Optioner can cede or transfer to third persons the (rights under) this contract at whatever time during its term, simply having to communicate this act in writing to the Owner who cannot oppose it under any circumstances. The transfer of the contract will require that all of the rights of the Owner be unaltered.

Twelfth:

12.1     The contract will be dissolved for the following reasons:

     12.1.1     The validity of the Concessions is not valid or opposed by third parties.

     12.1.2     The contract is dissolved by law.

12.2     In a similar manner the contract will terminated:

     12.2.2     By unilateral decision of the Optioner, at whatever time during the term of the contract, in which case he will notify the Owner in writing terminating all further rights and obligations between the parties (except for those in the eighth clause).

Thirteenth:     At such time as the Optioner notifies the Owner of exercising the option to purchase, the Owner will be obligated to sign the document of transfer. All of the expenses relating to the transfer will be to the account of the Optioner.

Fourteenth:     The parties agree that this contract is a valid private contract in the case that it is elevated to a public document.

Fifteenth:     According to Bolivian Law the Concessions are a Bien Ganancial (property acquired during marriage), the senora Maritza Arce de Monterrey, of legal age and with Carnet de Identidad 305976 LP, as legal wife of the Owner, expresses her agreement with all and each of the clauses in this contract.

Sixteenth:     The parties give their agreement to all and each of the preceding clauses, obliging to strict conformance, sign an original and two copies at the bottom.

Senor Notario, prepare the document as is the custom.

La Paz, 31^st of July, 2003

Signatures:

Javier Monterrey Uria

Maritiza Arce de Monterrey

For the Optioner:

Gustavo A. Miranda P.

Carlos G. Prieto V.

EX-10.18

EXHIBIT 10.18

MINUTA

SEÑOR NOTARIO DE FE PÚBLICA:

En los registros de Escrituras Públicas a su cargo, sírvase usted insertar una de Opción de Compra y Promesa Irrevocable de Transferencia de Concesiones Mineras que, nosotros los suscritos, celebramos al tenor y contenido de las siguientes cláusulas:

PRIMERA (De las partes) Participan en el presente contrato:

1. La COMPAÑÍA MINERA ANDESUR S.A. una sociedad anónima legalmente establecida en Bolivia representada por los Sres. Gustavo Adolfo Miranda Pinaya y Carlos Guillermo Prieto Vogtschmidt, en sus calidades de Gerente Administrativo y Gerente Financiero respectivamente, conforme al Poder Especial y Suficiente No. 409/2001, otorgado por ante la Notaría de Fe Pública No. 038 a cargo de la Dra. Daisy Benito Pozzo en fecha ocho de mayo de 2001, más adelante y para los fines del presente, señalado como el OPTANTE.
2. El señor Silvestre Mamani Fernández, mayor de edad, hábil por derecho con C.I. 529283 Oruro, representado por el Ing. Hugo Alarcón Barrenechea, mayor de edad, hábil por derecho con C.I. 176861 LP conforme al Testimonio de Poder No. 26/2004 emitido en fecha 13 de enero de 2004, por ante Notario de Fé Pública No. 44, del Distrito Judicial de Cochabamba, Dra. Tatiana Céspedes Morales; la señora Benita Zaida Cuiza Barrera, mayor de edad, hábil por derecho con C.I. 1242722 Potosí, representada de manera conjunta, en cuanto a la concesión minera denominada "D-4" por el Ing. Hugo Alarcón Barrenechea, mayor de edad, hábil por derecho con C.I. 176861 LP y el Ing. Dionisio Jorge Garzón Martínez, mayor de edad, hábil por derecho con C.I. 1622691 Tarija conforme al Testimonio de Poder No. 50/2004 emitido en fecha 14 de enero de 2004, por a nte Notario de Fé Pública No. 007, del Distrito Judicial de La Paz, Dra. Silvia Noya Laguna. Asimismo es representada de manera conjunta, en cuanto a la concesión minera denominada "D-2" por el Ing. Hugo Alarcón Barrenechea y el Ing. Dionisio Jorge Garzón Martínez, de generales ya señaladas, conforme al Testimonio de Poder No. 13/2000 emitido en fecha 07 de enero de 2000, por ante Notario de Fé Pública No. 007, del Distrito Judicial de La Paz, Dra. Silvia Noya Laguna.

Los señores Silvestre Mamani Fernández y Benita Zaida Cuiza Barrera serán referidos de aquí en delante de manera general como "los PROPIETARIOS".

SEGUNDA (Antecedentes) Los PROPIETARIOS declaran ser los legítimos concesionarios de las siguientes concesiones mineras, las cuales declaran que se encuentran plenamente vigentes, y que ellos, conforme se detalla más adelante, se constituyen en los únicos concesionarios con derecho a disponer de las mismas a voluntad, por sí o mediante sus mandatarios:

1. La concesión minera denominada "San Pablo" de 77 pertenencias mineras de extensión, la cual se encuentra ubicada en el cantón Opoco, provincia Quijarro del Departamento de Potosí, adquirida conforme al Testimonio No. 15/93 extendido por ante la Notaría Especial de Minas y Petróleo a cargo de la Dra. Teresa Gonzales Escarcha, en fecha 31 de mayo de 1993, a favor de Silvestre Mamani Fernández, instrumento debidamente registrado en el Registro Minero bajo la Partida No. 5 del Libro "F" de fecha 31 de Mayo de 1993, y registrada en Derechos Reales bajo la Partida No. 8-30 del Libro "8-49" de fecha 25 de Mayo de 1995.
2. La concesión minera denominada "D-2" de 16 cuadrículas mineras de extensión, la cual se encuentra ubicada en el cantón Opoco, provincia Quijarro del Departamento de Potosí, conforme al Testimonio No. 1415/99 extendido por ante la Notaría Especial de Minas y Petróleo a cargo del Dr. Nelson Zamora Wayar, en fecha 24 de septiembre de 1999, a favor de Benita Zaida Cuiza Barrera, instrumento debidamente registrado en el Registro Minero bajo la Partida No. 471-Dt del Libro "Títulos Ejecutoriales" de fecha 28 de Septiembre de 1999, y registrada en Derechos Reales bajo la Partida No. 11-4 del Folio Zuta Zuta No. 8-49 de fecha 29 de Enero de 2004.
3. La concesión minera denominada "D-4" de 10 cuadrículas mineras de extensión, la cual se encuentra ubicada en el cantón Río Mulato, provincia Quijarro del Departamento de Potosí, conforme al Testimonio No. 731/01 extendido por ante la Notaría Especial de Minas y Petróleo a cargo del Dr. Nelson Zamora Wayar, en fecha 12 de Octubre de 2001, a favor de Benita Zaida Cuiza Barrera, instrumento debidamente registrado en el Registro Minero bajo la Partida No. Pt-797 del Libro "Títulos Ejecutoriales" de fecha 13 de Enero de 2004, y registrada en Derechos Reales bajo la Partida No. 10-3 del Libro "8-49" de fecha 29 de Enero de 2004.

Para los fines del presente las concesiones anteriormente descritas serán señaladas simplemente como las "CONCESIONES".

TERCERA (Del Objeto) Al presente y por convenir a sus intereses, sin que medie error, dolo y/o violencia, los PROPIETARIOS se comprometen de manera irrevocable a transferir las CONCESIONES al OPTANTE, siempre y cuando se cumplan las condiciones descritas en la cláusula siguiente. Asimismo, el OPTANTE adquiere la opción exclusiva de adquirir y consolidar en su propiedad las CONCESIONES cumpliendo las condiciones estipuladas en la próxima cláusula.

CUARTA (Del Plazo y de las Obligaciones del OPTANTE) El presente contrato tendrá vigencia de cuatro años a contar desde la fecha de suscripción de la presente minuta, y conforme a lo señalado en la anterior cláusula, el OPTANTE a fin de ejercer su derecho de optar por adquirir y consolidar en su propiedad las CONCESIONES, deberá cumplir con los siguientes pagos:

1. A la firma de la presente minuta el OPTANTE pagará a los PROPIETARIOS la suma de U$. 10.000,00 (DIEZ MIL 00/100 DÓLARES AMERICANOS)
2. A los seis meses de firmado el presente contrato el OPTANTE pagará a los PROPIETARIOS la suma de U$. 15.000,00 (QUINCE MIL 00/100 DÓLARES AMERICANOS).
3. A los doce meses de firmado el presente contrato el OPTANTE pagará a los PROPIETARIOS la suma de U$. 15.000,00 (QUINCE MIL 00/100 DÓLARES AMERICANOS).
4. A los dieciocho meses de firmado el presente contrato el OPTANTE pagará a los PROPIETARIOS la suma de U$. 20.000,00 (VEINTE MIL 00/100 DÓLARES AMERICANOS).
5. A los veinticuatro meses de firmado el presente contrato el OPTANTE pagará a los PROPIETARIOS la suma de U$. 25.000,00 (VEINTICINCO MIL 00/100 DÓLARES AMERICANOS).
6. A los treinta meses de firmado el presente contrato el OPTANTE pagará a los PROPIETARIOS la suma de U$. 25.000,00 (VEINTICINCO 00/100 DÓLARES AMERICANOS).
7. A los treinta y seis meses de firmado el presente contrato el OPTANTE pagará a los PROPIETARIOS la suma de U$. 30.000,00 (TREINTA MIL 00/100 DÓLARES AMERICANOS).
8. A los cuarenta y dos meses de firmado el presente contrato el OPTANTE pagará a los PROPIETARIOS la suma de U$. 30.000,00 (TREINTA MIL 00/100 DÓLARES AMERICANOS).
9. Finalmente, como último pago para consolidar las CONCESIONES a favor del OPTANTE, éste realizará un pago final a los PROPIETARIOS de U$. 830.000,00 (OCHOCIENTOS TREINTA MIL 00/100 DÓLARES AMERICANOS) a los cuarenta y ocho meses de firmado el presente acuerdo. El pago de este monto final implica que el OPTANTE adquiere de manera definitiva las propiedad sobre las CONCESIONES conforme a lo detallado más adelante.

Los montos anteriores hacen un total de U$. 1.000.000,00 (UN MILLÓN 00/100 DÓLARES AMERICANOS) suma que se constituye en el precio total de las CONCESIONES, suma que podrá ser cancelada a los PROPIETARIOS en cualquier momento durante la vigencia del presente contrato, descontando de la misma cualquier pago de los mencionados anteriormente en los puntos 4.1 a 4.9, a fin de que el OPTANTE consolide en su propiedad las CONCESIONES de manera anticipada.

Los mencionados pagos, al margen de lo señalado en el primer párrafo de la presente cláusula, darán al OPTANTE el derecho exclusivo de realizar trabajos de exploración y prospección minera en las CONCESIONES, a su criterio, incluyendo pruebas metalúrgicas a escala piloto.

QUINTA (De la Transferencia Final de las CONCESIONES)

1. A tiempo de que el OPTANTE realice el pago final de U$. 830.000,00 (OCHOCIENTOS TREINTA MIL 00/100 DÓLARES AMERICANOS) descrito en el punto 4.9 de la cláusula cuarta del presente, o cuando realice el pago anticipado final, si desea adquirir las CONCESIONES de manera anticipada, conforme a lo estipulado en la anterior cláusula, los PROPIETARIOS o sus mandatarios deberán firmar las correspondientes minutas de transferencia de las CONCESIONES a favor del OPTANTE o de quien éste designe.
2. Si el OPTANTE ejerce su derecho de Opción de Compra en cualquier momento durante la vigencia del presente contrato, no tendrá la obligación de realizar a los PROPIETARIOS cualquier otro pago posterior pactado, por el plazo no transcurrido del presente contrato o a efectuar algún pago prorrateado por el tiempo transcurrido desde el último pago hasta la fecha de notificación con la decisión del OPTANTE de ejercer su derecho de opción de compra.
3. El OPTANTE notificará por escrito a los PROPIETARIOS su intención de ejercer la opción de compra y en consecuencia requerirá a los mismos que procedan inmediatamente con la suscripción de las correspondientes minutas de transferencia como condición previa al pago final. Las minutas de transferencia serán elaboradas por el OPTANTE.
4. Asimismo, los compromisos de trabajo señalados en la siguiente cláusula quedarán sin efecto una vez que el OPTANTE notifique a los PROPIETARIOS su intención de adquirir las CONCESIONES de manera definitiva.

SEXTA (De los Compromisos de Trabajo) Mientras el presente contrato se encuentre vigente, el OPTANTE se compromete a realizar trabajos de exploración y prospección minera, a su propio criterio, invirtiendo como mínimo una determinada suma de dinero conforme a lo siguiente:

1. Durante los primeros seis meses de vigencia del presente contrato la suma de U$. 15.000,00 (QUINCE MIL 00/100 DÓLARES AMERICANOS) y.
2. Durante cada seis meses durante la vigencia del presente contrato la suma de U$. 25.000,00 (VEINTICINCO MIL 00/100 DÓLARES AMERICANOS).

Estos montos simplemente representan una proyección de los gastos que el OPTANTE estima realizar durante la vigencia del presente contrato. En caso de que en cualquiera de los períodos se realice un gasto mayor a lo proyectado, este monto excedente inmediatamente se reputará como parte del compromiso de trabajo del siguiente período.

SÉPTIMA (De los Trabajos de Exploración, Prospección y Explotación)

El OPTANTE podrá realizar todos los trabajos de exploración que crea conveniente, sin limitación alguna, en las CONCESIONES y si como consecuencia de los trabajos de exploración y prospección, resulta una producción de minerales, se reitera que esta será de propiedad del OPTANTE. Los costos aplicables a los compromisos de trabajo, conforme a lo previsto en la anterior cláusula, incluyen costos de exploración directos e indirectos como ser prospección, salarios, honorarios, gastos de viaje, beneficios sociales, gastos administrativos en general, etc. Todo de acuerdo a las normas generalmente aceptadas de contabilidad.

OCTAVA (Del Pago de Patentes Mineras)

1. El OPTANTE, durante la vigencia del presente contrato queda obligado, por su cuenta, a mantener al día el pago de las Patentes Mineras por las CONCESIONES.
2. Las sumas que sean pagadas por el OPTANTE por concepto de pago de Patentes Mineras serán acreditadas contra los montos de los compromisos de trabajo detallados en la cláusula sexta del presente contrato.
3. En caso de que las CONCESIONES caducasen por falta de pago de patentes imputable al OPTANTE, entonces los PROPIETARIOS estarán facultados a exigir como compensación de parte del OPTANTE el pago de U$. 1.000.000,00 (UN MILLÓN 00/100 DÓLARES AMERICANOS) descontándose de este monto cualquier pago que se haya realizado de conformidad a lo establecido en la cláusula cuarta del presente contrato. Sin embargo, si el OPTANTE solicita y se adjudica una nueva concesión minera que cubra el área caducada, por lo menos en un 70%, entonces no habrá lugar a la indemnización. Esta nueva concesión minera deberá, en consecuencia ser transferida a los PROPIETARIOS como reemplazo del área perdida por efectos de la caducidad.

NOVENA (De los Trabajos Realizados por el OPTANTE) Se conviene entre las partes que al fenecimiento de este contrato, sea por cualquier causal, una copia de todos los datos obtenidos por el OPTANTE así como las obras en general destinadas a los fines de prospección y exploración, serán entregados a los PROPIETARIOS sin cargo alguno para ellos.

DÉCIMA (De la Garantía de Evicción y Saneamiento)

1. Los PROPIETARIOS garantizan la evicción y el saneamiento de las CONCESIONES y se comprometen y obligan, en virtud del presente contrato, a mantener inalterable su derecho propietario, comprometiéndose asimismo a no hipotecar, gravar, enajenar, arrendar o suscribir contrato alguno sobre las CONCESIONES.
2. Asimismo, los PROPIETARIOS garantizan la quieta y pacífica posesión del OPTANTE respecto de las CONCESIONES y, en consecuencia, es de su exclusiva responsabilidad la defensa judicial y administrativa de las mismas. Asimismo, si fuese decisión del OPTANTE el asumir por cuenta de los PROPIETARIOS la defensa judicial y administrativa de las CONCESIONES, los costos que impliquen estas gestiones, procesos y/o trámites serán descontados de los pagos previstos (señalados en la cláusula cuarta) a los PROPIETARIOS.

DÉCIMO PRIMERA (De la Cesibilidad de este Contrato) El OPTANTE, podrá ceder y/o transferir a terceras personas el presente contrato, en cualquier momento durante la vigencia del mismo, debiendo simplemente comunicar este hecho por escrito a los PROPIETARIOS, los cuales no podrán oponerse a la cesión, bajo ninguna circunstancia. La cesión y/o transferencia del presente contrato se hará de manera que las obligaciones y derechos de los PROPIETARIOS se mantengan inalterables.

DÉCIMO SEGUNDA (De la Resolución y Terminación del Contrato) Se sujetará a lo siguiente:

1. El presente contrato podrá ser resuelto conforme a Ley.

12.2 Del mismo modo, el presente contrato será terminado:

12.2.1Por decisión unilateral del OPTANTE, en cualquier momento durante la vigencia del presente contrato, de hacer uso de la opción descrita en la tercer cláusula del presente contrato, previa comunicación escrita a los PROPIETARIOS.

2. Por decisión unilateral del OPTANTE, en cualquier momento durante la vigencia del presente contrato, de no hacer uso de la opción de compra, en cuyo caso notificará por escrito a los PROPIETARIOS sobre la terminación del contrato, cesando, a partir de la notificación a los PROPIETARIOS, los derechos y obligaciones generados por el presente contrato, no existiendo, en consecuencia, ulteriores obligaciones entre las partes (a excepción de lo señalado en la cláusula octava), como ser obligaciones de pago no devengadas y/o compromisos de trabajo anual, pagos relativos por el tiempo no transcurrido del Contrato de Opción o pagos prorrateados por el tiempo transcurrido del contrato desde el último pago hasta la fecha de terminación del mismo.

DÉCIMO TERCERA (De los Deberes de los PROPIETARIOS) Se estipula que los PROPIETARIOS, en caso de que el OPTANTE les comunique su decisión de adquirir las CONCESIONES, sea al fenecimiento del plazo del presente contrato o en cualquier momento durante la vigencia del mismo, estarán obligados a firmar la minuta de transferencia dentro de los siete días siguientes de haber recibido la notificación con la decisión del OPTANTE. Todos los gastos inherentes a la transferencia de las CONCESIONES (incluyendo el Impuesto a las Transacciones y el Arancel para Registro en Derechos Reales) correrán por cuenta del OPTANTE.

DÉCIMO CUARTA (De las Relaciones entre los PROPIETARIOS)

1. Las relaciones entre los PROPIETARIOS son de carácter privativo entre los mismos y cualquier convenio, pacto o acuerdo entre los mismos no afectará la validez del presente contrato.
2. Los pagos mencionados en el presente contrato se realizarán a los mandatarios de los PROPIETARIOS, los cuales se hallan debidamente facultados a través de los Poderes detallados en la cláusula primera del presente contrato. La forma en la que los PROPIETARIOS compartirán los pagos que se les haga por intermedio de sus mandatarios no afectará de ninguna manera la validez del presente contrato por tratarse de un asunto entre los mismos.
3. Cualquier pago realizado a los mandatarios de los PROPIETARIOS será considerado como hecho directamente a los PROPIETARIOS.
4. En caso de que alguno de los mandatarios de los PROPIETARIOS no estuviese disponible para recibir el pago de manera conjunta al otro de los mandatarios, entonces los PROPIETARIOS deberán notificar por escrito al OPTANTE sobre el nuevo mandatario encargado de recibir el pago (mediante poder notariado) o sobre el número de cuenta bancaria en la que deberá ser acreditado el pago. En caso de no cumplirse ninguna de las dos alternativas, el OPTANTE estará facultado a realizar el pago ante el juez competente mediante el procedimiento de Oferta de Pago y Consignación conforme a la ley civil.

DÉCIMO QUINTA (De la Fuerza Mayor)

1. El presente contrato se suspenderá en su ejecución a consecuencia de cualquier acontecimiento que no ha sido previsto o que previsto no ha podido ser resistido por cualquiera de las partes, sean fuerzas de naturaleza (terremotos, inundaciones, derrumbes, tormentas, etc.) o hechos y/o actos realizados por el hombre (huelgas, conmoción civil, bloqueo de caminos, guerra, etc.) que hagan imposible el normal cumplimiento del presente contrato.
2. La parte que se considere afectada por la fuerza mayor notificará por escrito a la otra parte detallando los eventos que motivan esta situación y declarando consecuentemente la suspensión temporal del contrato. Cada tres meses, la parte que declaró el estado de caso de fuerza mayor y/o caso fortuito notificará a la otra, por escrito, indicando si las causales que provocaron la suspensión del contrato aún se encuentran vigentes y en consecuencia declarando la continuidad del estado de fuerza mayor y/o caso fortuito.
3. Si el estado de fuerza mayor y/o caso fortuito se mantuviese por más de un año, las partes podrán acordar de mutuo acuerdo la terminación del presente contrato sin ulteriores obligaciones para las partes.

DÉCIMO SEXTA (Del Valor de Contrato Privado) Las partes convienen en otorgar a la presente minuta el valor de contrato privado, en tanto sea elevada a la categoría de instrumento público.

DÉCIMO SÉPTIMA (De la Conformidad y Aceptación) Las partes, dan su plena conformidad y aceptación a todas y cada una de las cláusulas precedentes, obligándose a su fiel y estricto cumplimiento, firmando en señal de conformidad, en un ejemplar original más dos copias, al pie.

Usted, señor Notario, se servirá agregar las demás cláusulas de estilo y seguridad.

La Paz, xx de febrero de 2004.

Por los PROPIETARIOS:

______________________ ________________________

Hugo Alarcón Barrenechea Dionisio Jorge Garzón Martínez

Por el OPTANTE:

______________________ _________________________

Gustavo A. Miranda P. Carlos G. Prieto V.

Gerente Administrativo Gerente Financiero

Compañía Minera Andesur S.A. Compañía Minera Andesur S.A.

EXHIBIT 10.18

Option to Purchase Agreement

San Pablo Property, Bolivia

MINUTA

MR. NOTARY PUBLIC:

Please include in the archives of public documents under your charge, an Option to Purchase and Irrevocable Commitment to Transfer Mining Concessions that the undersigned have executed according to the content of the following clauses:

FIRST (Parties) The participants in the agreement are:

1. COMPAÑÍA MINERA ANDESUR S.A. a corporation duly established in Bolivia represented by Gustavo Adolfo Miranda Pinaya y Carlos Guillermo Prieto Vogtschmidt, in their capacities as Administrative Manager and Financial Manager respectively, in accordance with the Special Power of Attorney No. 409/2001, granted by Norary Public No. 038 Dr. Daisy Benito Pozzo on the eighth of May 2001 hereinafter designated as hereinafter the OPTIONEE.
2. Mr.Silvestre Mamani Fernández, C.I. 529283 Oruro, represented by Engineer Hugo Alarcón Barrenechea, an adult, with identification C.I. 176861 LP as granted by Power of attorney No. 26/2004 granted on the 13th de January, 2004, before Notary Public No. 44, of the judicial district of Cochabamba, Dr. Tatiana Céspedes Morales; Mrs. Benita Zaida Cuiza Barrera, an adult, with identification C.I. 1242722 Potosí, represented in a manner together [with Mr. Mamani], in whose name is held the claim named "D-4" [represented] by Engineer Hugo Alarcón Barrenechea, an adult, with identification C.I. 176861 LP and Engineer Dionisio Jorge Garzón Martínez, an adult, with identification C.I. 1622691 Tarija in accordance with power of attorney No. 50/2004 granted on the 14^th of January 2004, before notary public No. 007, of the judicial district of La Paz, Dr. Silvia Noya Laguna. Also she is represented for the mineral claim "D-2" by Engineer Hugo Alarcón Barrenechea and Engineer Dionisio Jorge Garzón Martínez, according to the power of attorney No. 13/2000 granted the 7^th of January 2000, before notary public No. 007, of the judicial district of La Paz, Dr. Silvia Noya Laguna, hereinafter the PROPRIETOR.

Mr. Silvestre Mamani Fernández and Mrs. Benita Zaida Cuiza Barrera are hereinafter referred to in a general manner as "the PROPIETORS".

SECOND (Antecedents)

The PROPRIETORS declare that they are the legitimate owners of the following mining concessions, which are in good standing and that he is the sole owner with the right to deal on them at will:

1. The mining concession named "San Pablo" of 1925 hectares, located in Opoco, Quijarro Province of the Potosí District, legally granted to the PROPRIETOR according to Public Deed No. 15/93 given before the Notary of Mines Dr. Teresa Gonzales Escarcha, dated May the 31^st, 1993, instrument which is duly registered before the Mining Registry under certificate No. LP 1266 dated September the 8^th, 2003 with registration in process before the Real Estate Registry.
2. The mining concesion named "D-2" of 400 hectares, which is found in Opoco, Guijarro province of the Department of Potosí, in conformance with the Testimony No. 1415/99 granted before the Notary of Mines Dr. Nelson Zamora Wayar, on the 24th de September 1999, to Benita Zaida Cuiza Barrera, instrument which is duly registered in the Mining Registry under certificate No. 471-Dt of "Titles Executed" of the 28th of September 1999, and registered en the Real Estate Registry under certificate No. 11-4 of the folio Zuta Zuta No. 8-49 of the 29the of January 2004.
3. The mining concession named "D-4" of 250 hectares, which is found in Río Mulato, Quijarro province of the Department de Potosí, in conformance with Testimony No. 731/01 granted before the Notary of Mines Dr. Nelson Zamora Wayar, on the 12th of October 2001, to Benita Zaida Cuiza Barrera, instrument which is duly registered en the Mining Registry under the certificate No. Pt-797 of "Titles Executed" of the 13th of January 2004, and registered in the Real Estate Registry under the certificate No. 10-3 of book "8-49" on the 29th of January 2004.

Hereinafter the aforesaid concessions will be referred simply as the "CONCESSIONS".

THIRD (Purpose of the Contract) At the present time and in accordance with his interest without error, fraud and/or coercion the PROPRIETORS commit irrevocably to transfer the CONCESIONES to the OPTIONEE, under the condition of fulfillment of the terms described in the following clause. Likewise, the OPTIONEE acquires the exclusive option to purchase and consolidate as his property the CONCESSIONS fulfilling the terms specified on the following clause.

FOURTH (Term and Acquisition of the Concessions)

This contract will have a term of three (3) years starting the date of its signature, and in accordance with the previous clause the OPTIONEE, in order to acquire and consolidate the CONCESSIONS as his property, must comply with the following payments:

1. On signing of this minuta the OPTIONEE will pay to the PROPIETORS the sum of U$. 10.000,00 (Ten thousand US dollars)
2. On six months from the signing of this contract OPTIONEE will pay to the PROPIETORS the sum of U$. 15.000,00 (Fifteen thousand US dollars)
3. On twelve months from the signing of this contract OPTIONEE will pay to the PROPIETORS the sum of U$. 15.000,00 (Fifteen thousand US dollars)
4. On eighteen months from the signing of this contract OPTIONEE will pay to the PROPIETORS the sum of U$. 20.000,00 (Twenty thousand US dollars)
5. On twenty four months from the signing of this contract OPTIONEE will pay to the PROPIETORS the sum of U$. 25.000,00 (Twenty five thousand US dollars)
6. On thirty months from the signing of this contract OPTIONEE will pay to the PROPIETORS the sum of U$. 25.000,00 (Twenty five thousand US dollars)
7. On thirty six months from the signing of this contract OPTIONEE will pay to the PROPIETORS the sum of U$. 30.000,00 (Thirty thousand US dollars)
8. On forty two months from the signing of this contract OPTIONEE will pay to the PROPIETORS the sum of U$. 30.000,00 (Thirty thousand US dollars)
9. Finally, as the last payment to consolidate the concession under the ownership of the OPTIONEE, a final payment must be made to the PROPIETORS of U$. 830.000,00 (Eight hundred thirty thousand US dollars) at forty eight months from the signing of this accord. This payment indicates that the OPTIONEE will acquire in a definitive manner the Property in accordance to the details below.

The foregoing amounts total payments of U$. 1.000.000,00 (one million US dollars) a sum that comprises the total price of the Concessions, a sum that can be paid at any time during the force of this contract, discounting from the same whatever payments mentioned previously in 4.1 a 4.9.

The fulfillment of the mentioned payments will grant to the OPTIONEE the exclusive right to perform mining, prospecting and exploration on the CONCESSIONS, at his own discretion, including metallurgical tests. In consequence, any amount of minerals obtained due to the mining, prospecting, exploration and metallurgical tests during the term of this contract will be considered property of the OPTIONEE.

Fifth (Regarding the Final Transfer of the Concessions)

1. Upon final payment by the OPTIONEE of U$. 830.000,00 (eight hundred thirty thousand US dollars) described in 4.9, or when the final payment is made, the PROPIETORS or their assigns shall sign the corresponding documents of transfer for the CONCESSIONS in favor of the OPTIONEE or his designate.
2. If the OPTIONEE exercises his right of option to purchase at whatever moment during the term of this contract he will have no further obligation to make any further agreed upon payment to the PROPIETORS for the period not yet passed or make payments prorated for the time between the last payment until the date of notification of the decision of the OPTIONEE to exercise the right of option to purchase.
3. The OPTIONEE will notify in writing to the PROPIETORS of his intention to exercise the option to purchase and, in consequence will require that the same proceed immediately with the inscription of the corresponding documents of transfer of title as a previous condition of final payment. The documents of transfer will be prepared by the OPTIONEE.
4. Additionally, any work commitments indicated in the following clause will not be required after such time as the OPTIONEE notifies the PROPIETORS of his intention to acquire the CONCESSIONS.

Sixth (Work Commitments) While this contract is in force the OPTIONEE commits to complete exploration and prospecting work at its own discretion investing as a minimum a determined sum of money according to the following:

1. During the first six months of the term of this contract a sum of U$. 15.000,00 (Fifteen thousand US dollars) and
2. During each following six months during the term of this contract a sum of U$. 25.000,00 (Twenty five thousand US dollars)

These amounts simply represent a projection of the expenses that the OPTIONEE estimates during the term of the contract. In case that whatever amount during a period is larger than project then this excess is applied toward the commitment for the following period.

SEVENTH (Exploration Work)

The OPTIONEE can perform all of the exploration work that it deems convenient, without any limitation, in the PROPIETORS and if, as a consequence of the work there is a production of ore then the ore is the property of the OPTIONEE. The applicable costs of the work commitments according to the preceding clause include direct and indirect costs of exploration such as prospecting, salaries, fees, travel expenses, social benefits, administrative costs in general, etc. all in accordance with normally accepting accounting principles.

EIGHTH (Annual Concessions Fees)

1. The OPTIONEE, during the term of this contract shall be obligated, at his cost, to maintain the concession fees up to date.
2. The sums that are paid by the OPTIONEE for the concession fees will be credited toward the work commitments detailed in Section 6.

NINTH (Work of the OPTIONEE) It is agreed between the parties that on the termination of this contract, be it for whatever cause, a copy of the data obtained by the OPTIONEE will be delivered to the PROPIETORS without charge.

TENTH (Guarantee of Eviction and Indemnification)

1. The PROPIETORS the possession of the PROPIETORS and are obligated by this contract to maintain the property rights committing to not mortgage, encumber, transfer, lease or enter into a contract with others regarding the CONCESSIONS.
2. Additionally, the PROPIETORS guarantee the peaceful possession of the CONCESSIONS by the OPTIONEE and of their exclusive responsibility for its judicial and administrative defense. Also, if it is decided by the OPTIONEE to assume the defense of the property, any costs related to these proceedings will be discounted from the payments to the PROPIETORS as defined in Section 4.

ELEVENTH (Transfer of Rights Under this Contract) The OPTIONEE, may transfer its rights under this contract to third parties in whatever moment during the term of the contract simply by giving written notice to the PROPIETORS, who cannot oppose the transfer under any circumstance. The transfer will be done in such a manner so that the obligations and rights of the PROPIETORS under the contract are maintained unaltered.

TWELFTH (Termination of the Contract) Teh following are submitted to:

1. This contract will be terminated in conformance with requirements of the law.

12.2 The contract may also be terminated by:

12.2.1 Unilateral decision of the OPTIONEE in whatever moment during the term of the contract by previous written notice to the PROPIETORS.

12.2.2 In the case of unilateral decision of the OPTIONEE in whatever moment during the term of the agreement the rights and obligations are terminated except those specified in Section 8. No further work obligations or other prorated obligations will endure after notification of termination.

THIRTEENTH (The Obligations of the PROPIETORS) It is stipulated that the PROPIETORS, upon exercise of the option by the OPTIONEE, shall sign the document of transfer within seven days of having received notice of the decision by the OPTIONEE. All of the costs incurred in the transfer will be paid by the OPTIONEE.

FOURTEETH (Relations between the PROPIETORS)

1. The relations between the PROPIETORS are of a private nature between themselves and whatever agreement between them shall not affect the validity of this contract.
2. The payments specified in this contract shall be made to the representatives of the PROPIETORS. The method by which the PROPIETORS share the payments does not affect the validity of this contract.
3. Whatever payment made to the representatives of the PROPIETORS will be considered as made directly to the PROPIETORS.
4. In the case that one of the representatives of the PROPIETORS is not available to receive the payment along with the other representatives, the PROPIETORS shall notify the OPTIONEE with a new representative in charge of receiving payment. In case that neither of these alternatives is possible the OPTIONEE is authorized to make the payment before a judge according to civil law.

FIFTEENTH (Force Majeure)

1. The execution of this contract will be suspended as a consequence of any unexpected event that can not be resisted by any of the parties, such as forces of nature (earthquakes, flooding, collapses, storms, etc.) or actions caused by man (labor strike, civil commotions, blocking of roads, international war, etc.) that would prevent the normal fulfillment of this contract.
2. The party that considers himself affected by the force majeure will provide a written notice to the other detailing the events that caused the situation and declaring as a consequence the temporary suspension of the contract. If the force majeure continues for more than a year, the parties may agree to the termination of the contract without any subsequent responsibility for them.

SEVENTEENTH (Conformity and Acceptation) The parties give their acceptance and conformity to all and each one of the precedent clauses, committing themselves to its faithfully fulfillment, signing as an indication of acceptance one original and two copies of this agreement.

Mr. Public Notary, please insert the clauses of style and security.

La Paz, February 15th, 2004.

[signatures of the parties]

EX-10.19

EXHIBIT 10.19

February 18, 2004

Mr. Victor Calloway, President

CES Exploration Services, L.L.C.

4966 Santa Barbara Avenue

Sparks, Nevada 89436

Dear Victor:

Re:      CC-Claims, Churchill County, Nevada

Letter Agreement between Solitario Resources Corporation and CES regarding the CC-Claims, Churchill County, Nevada

The following represents the negotiated terms of an agreement between CES Exploration Services, L.L.C. ("CES" or "Owner") and Solitario Resources Corporation ("Solitario") that would allow Solitario to eventually earn a 100 percent interest in CES's CC-Claims.

Subsequent to Solitario receiving TSX Exchange approval this Letter Agreement will be a legally binding agreement ("Agreement") between CES ("Owner") with offices located in Sparks, Nevada and Solitario with corporate offices located in Denver, Colorado. This Agreement is in regards to the CC-Claims ("Property") whereby Solitario can obtain a 100 percent interest in the Property as defined in this Agreement. See Attached Exhibit A identifying Property and Area of Interest.

This Agreement assumes that the Owner is the legal owner of the Property (subject to the paramount title of the U.S. government) and that the Property is as described in Exhibit A and is in good standing and not legally encumbered. In addition, to the best of CES's knowledge, there are no known legal or political hindrances associated with the Property that would prevent Solitario from conducting exploration and development in normal course.

The Effective Date of this Agreement will be on that day that Solitario receives regulatory approval by the TSX Exchange. A copy of such approval will be promptly provided to CES. At Solitario's request, CES will cooperate in recording this Agreement at the appropriate county, state or federal jurisdictions

This Agreement shall be governed and construed according to the laws of Nevada and subject to the jurisdiction of the courts of such state. In addition, this Agreement shall be subject to all applicable laws, rules and regulations of public bodies having jurisdiction over the exploration, development or operation of the Property.

Solitario can earn a 100 percent interest in the Property over a five year period by making cash payments to CES totaling $2,000,000 and completing $900,000 in work expenditures directly on the Property. Payments and expenditures are scheduled as follows:

(All amounts are in US dollars)

Upon Signing

     $25,000 cash payment to CES within 10 days of the Effective Date.

     *$150,000 work commitment for the first year.

     *Solitario agrees to contract CES as a Geologic Consultant for a minimum of 90 days at a daily rate of $400.00. This and any associated expenditures will apply toward the property work commitment. Contract work for new project generation is applicable towards the 90-day minimum.

*These are firm obligations to include a minimum of 4,000 feet of reverse circulation drilling.

Any overspending of annual work expenditures noted in this Agreement is carried forward and will apply toward succeeding years work expenditures. Also, any contract days exceeding the minimum 90 days in Year-1 will apply toward Year -2

1st Anniversary

     $25,000 cash payment to CES on the first anniversary of the Effective Date.

     $250,000 work expenditure directly on the Property for the second year.

     Solitario agrees to contract Victor CES as a Geologic Consultant for a minimum of 90 days at a daily rate of $400.00. This and any associated expenditures will apply toward the Property work expenditures. The 90-day contract in year-2 must be fulfilled for Solitario to continue into Year-3.

2nd Anniversary

     $75,000 cash payment to CES on the second anniversary of the Effective Date.

     $250,000 work expenditure directly on the Property for the third year.

3rd Anniversary

     $150,000 cash payment to CES on the third anniversary of the Effective Date.

     $250,000 work expenditure directly on the Property for the fourth year.

4th Anniversary

     $725,000 cash payment to CES on the fourth anniversary of the Effective Date.

5th Anniversary

     $1,000,000 cash payment to CES prior to the fifth anniversary of the Effective Date.

The obligations in Year 1 are firm obligations on the part of Solitario. Solitario may terminate its participation under this Agreement at any time after completing its Year 1 obligations and have no further obligations to CES, except those obligations noted on the last page of this Agreement and labeled (i) through (vi). Upon payment of the cash noted in Year 6 (fifth anniversary) and completion of other obligations noted above, Solitario obtains a 100 percent interest in the Property. CES and CES will take any and all steps to deliver to Solitario clear title to the Property. CES or its successors may not encumber the Property in any way while this Agreement remains in effect. Solitario may take any steps it deems necessary to protect and/or perfect title on the Property and CES agrees to cooperate with Solitario in this endeavor.

Owner retains a three-percent (3%) NSR royalty. Solitario can purchase, at their option, two of the three percentage points at a cost of $1,000,000 per percentage point.

CES will maintain $1,000,000 in vehicle liability insurance policy with Solitario named as an additional beneficiary.

A party shall be entitled to claim force majeure if it is delayed or prevented from performing any obligation by reason of any cause, excluding lack of finances, beyond its reasonable control. A cause beyond a party's reasonable control includes but is not limited to acts of god, insurrection, terrorism or inability to obtain permits to conduct work in a timely fashion.

Solitario shall pay to Owner for all of the rights granted to Solitario by Owner under this Agreement as advance minimum royalty ("Advance Royalty") so long as this Agreement continues in force and effect, the following:

Amount                              Payable Upon or Before

                           $50,000                                     The sixth anniversary date of the Effective Date of this Agreement and on eachsuccessive anniversary date thereafter until commencement of commercial production from the Property.

The Advance Royalty payments provided for herein and paid by Solitario to Owner hereunder shall constitute prepayment of any production royalty accruing to Owner as provided for above during the term of this Agreement, and Solitario may fully recoup and recover all such Advance Royalty payments during the term of this Agreement by crediting the same against, and in reduction of, all production royalty which may become payable by Solitario to Owner under the terms of this Agreement; provided, however, that in no event shall the production royalty payments due Owner during any Agreement year be less than $50,000. In the event that any production royalty payment due Owner during any Agreement year is less than $50,000, the production royalty shall be paid and the difference between the production royalty and $50,000 shall be deemed to be an Advance Royalty payment credited to and recovered from any future production royalties payable by Solitario to Owner. All such Advance Royalty payme nts not recouped by Solitario during a given year may be carried over for recoupment in subsequent years.

Any interest or right to acquire any interest in mining claims or in any other real property interest within the area described in Exhibit A (the "Area of Interest") acquired during the term of this Agreement by or on behalf of Solitario or any affiliate of Solitario (the "Additional Property") shall become subject to the terms and provisions of this Agreement.

Within thirty (30) days after the acquisition of Additional Property, all or any portion of which lies within the Area of Interest, Solitario shall notify the Owner of such acquisition. Solitario's notice shall describe in detail the acquisition, the lands, the nature of the interest therein, the mining claims or other real property interest covered thereby, and the acquisition cost. In addition to such notice, Solitario shall make any and all information concerning the Additional Property available for inspection by Owner.

While this Agreement is in effect Solitario shall maintain the Property in good standing, including BLM and County claim maintenance fees.

Owner (specifically including any manager, officer, director or agent) makes no representations or warranties regarding the Property's compliance with any environmental laws (specifically including reclamation), or with regard to any hazardous materials that would trigger response or remedial action under any environmental laws or any existing common law theory based on nuisance or strict liability.

In the conduct of its exploration, development and operations on the Property, Solitario shall be responsible for compliance with applicable laws and regulations, including laws and regulations related to exploration, mining, development and reclamation.

Solitario agrees to indemnify, defend and hold harmless Owner (and all managers, officers, directors and agents of Owner) from and against any and all debts, liens, claims, causes of action, administrative orders and notices, costs (including, without limitation, response and/or remedial costs), personal injuries, losses, damages, liabilities, demands, interest, fines, penalties and expenses, including reasonable attorney's fees and expenses, consultants' fees and expenses, court costs and all other out-of-pocket expenses, suffered or incurred by Owner and its successors as a result of: (a) any breach, or (b) any matter, condition or state of fact involving environmental laws or hazardous materials which existed on or arose prior to or after the Effective Date of this Agreement.

Commencing with the assessment year ending at noon on September1, 2004, Solitario shall perform all necessary assessment work upon any unpatented mining claims held as Property and shall file in the name of Owner all proofs of labor required by law; provided, however, Solitario shall not be required to perform assessment work upon unpatented mining claims for any assessment year if notice of termination, as [provided below, is given prior to June 1^st of any year. Work performed by Solitario prior to termination of this Agreement may be used by Owner in complying with its assessment requirements for the assessment year in which such work was done. Solitario shall, as soon as practicable, provide a copy to Owner of the county recorded and Bureau of Land Management date-stamped affidavit evidencing completion of any required annual assessment work performed by Solitario. If changes in the law pertaining to the performance of assessment work shall become effective during the term hereof and such changes affect or eliminate the requirement to perform assessment work as contemplated in this paragraph, then Solitario's compliance with any such change in the law shall be deemed complete and satisfactory performance of its obligations under this paragraph. Solitario shall not be required to make any payments in lieu of assessment work for any assessment year if notice of termination, as provided below, is given at lease sixty (60) days prior to the date such claim maintenance payment is due. Solitario may terminate this Agreement as to all (but not a portion) of the Property at any time upon giving ten (10) days' written notice to Owner and thereafter Solitario shall have no liability (specifically including Advance Royalty payments to Owner under or in relation to this Agreement.

In the event Owner believes Solitario to be in default in the observance or performance of any of Solitario's covenants, agreements or obligations under this Agreement, Owner may give written notice of such alleged default, specifying the details of the same. Solitario shall have thirty (30) days following said notice within which to remedy any such default described therein, or to commence action in good faith to remedy such default. If such dispute cannot be settled by the parties within 60 days of written notice of such a dispute, Solitario and CES agree to submit the dispute to Arbitration by and under the rules of the American Arbitration Association ("AAA"). During the pendency of the AAA hearing and decision, Solitario's rights under this agreement shall not be terminated or diminished. Solitario will have the right to cure any negative decision rendered by AAA within 15 days of the final AAA decision.

Unless Solitario shall so comply or commence to comply, and subject to the foregoing arbitration clause, this Agreement may be terminated at the option of Owner. If this Agreement is terminated:

i)     Solitario shall comply with the provisions hereof regarding reclamation of the Property;

ii)     Solitario shall comply with the provisions hereof regarding assessment work and claim maintenance payments and shall remain liable regarding expenses incurred with respect to amendment, relocations and patent applications;

iii)     Solitario shall remain liable to Owner for wages to workmen and Solitario employees and payments for materials and supplies provided to Solitario for its operations on the Property;

iv)     Solitario shall remain liable to Owner for causes of action accruing prior to termination of this Agreement;

v)     Solitario shall remain liable to Owner for the payment of any production royalties and Advance Royalties which accrue and are payable prior to termination of this Agreement; and

vi)     Solitario shall deliver promptly to Owner executed, recordable transfer documents transferring its interest in and to the Property to Owner free and clear of any claims of those claiming by, through or under Solitario.

Solitario can, upon Owner's written approval, which approval shall not be unreasonably withheld, assign this Agreement to other parties at any time with the assumption of all obligations of this Agreement going to those parties. Owner can assign this Agreement to other parties at anytime.

At Solitario's option it can accelerate payments and work expenditures to obtain ownership of the Property over a shorter time period than outlined in this Agreement.

If in agreement sign where indicated.

For Solitario                                                   For Owner

_____________________________              __________________________

Christopher E. Herald President                     Victor R. Calloway, President

Solitario Resources Corporation                     CES Exploration Services, L.L.C.

EX-99.1 CHARTER

EXHIBIT 99.1

Dear Shareholder:

I am pleased to inform you that the Board of Directors of Crown Resources Corporation ("Crown") has approved a plan to spin-off its interest in Solitario Resources Corporation ("Solitario"), to the shareholders of Crown. Solitario's common stock currently trades on the Toronto Stock Exchange under the symbol SLR.

The spin-off will allow the shareholders of Crown to directly participate in the value of our exploration properties in South America. Crown has announced that it has entered into a Merger Agreement with Kinross Gold Corporation and we anticipate that Solitario's Management Agreement with Crown will terminate if the transaction, as contemplated by the Merger Agreement, is completed. Solitario would then become a completely independent company.

If you are a holder of Crown's common stock at the close of business on **, the Record Date for the spin-off, you will receive approximately ** shares of Solitario common stock for every share of Crown common stock that you own on the Record Date. The final number of shares you receive will be determined on the Record Date. For more information on the share computation, see "The Spin-off" in the information statement. You will not be required to pay anything for the new shares or surrender any shares of Crown common stock.

The enclosed information statement describes the spin-off of the Solitario shares from Crown and contains important financial and other information about Solitario. Please read it carefully. If you have any questions regarding the spin-off, please contact James R. Maronick, Chief Financial Officer, or Christopher E. Herald, Chief Executive Officer, at 4251 Kipling Street, Suite 390, Wheat Ridge, Colorado 80033, (303) 534-1030.

Sincerely,

/s/ Christopher E. Herald

Christopher E. Herald

President, Chief Executive Officer and Director

Crown Resources Corporation

INFORMATION STATEMENT

SOLITARIO RESOURCES CORPORATION

DISTRIBUTION OF UP TO 9,633,585 SHARES OF COMMON STOCK

This information statement is being furnished in connection with the spin-off by Crown Resources Corporation ("Crown"), to holders of its common stock of up to 9,633,585 shares of common stock of Solitario Resources Corporation ("Solitario"), representing approximately 38.7% of the total outstanding shares of Solitario and all of Crown's interest in Solitario.

If you are a holder of Crown's common stock at the close of business on ** (the "Record Date") for the spin-off, you will receive approximately ** shares of Solitario common stock for every share of Crown common stock that you own on the Record Date. The final number of shares you receive will be determined on the Record Date. For more information on the share computation, see The Spin-Off in the information statement.

A stockholder vote is not required for the spin-off to occur, and stockholders have no appraisal rights in connection with the distribution. WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. To receive the shares of Solitario common stock to which you are entitled, you do not need to pay any cash or other consideration to Crown or to Solitario. You do not need to surrender any shares of Crown common stock that you own, and the number of shares of Crown that you currently own will not change as a result of the spin-off.

In reviewing this statement, you should carefully consider the matters described under the caption "Risk Factors" beginning on page **.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

If you have any questions regarding the spin-off, please contact James R. Maronick, Chief Financial Officer, or Christopher E. Herald, Chief Executive Officer, at 4251 Kipling Street, Suite 390, Wheat Ridge, Colorado 80033, (303) 534-1030.

The date of this information statement is March *, 2004

TABLE OF CONTENTS

SUMMARY	4
RISK FACTORS	11
STATEMENT REGARDING FORWARD LOOKING STATEMENTS	15
THE SPIN-OFF	16
CAPITALIZATION	15
MARKET FOR OUR COMMON STOCK	19
DIVIDEND POLICY	20
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA	21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24
BUSINESS	37
MANAGEMENT OF SOLITARIO RESOURCES CORPORATION	56
PRINCIPAL STOCKHOLDERS	60
DESCRIPTION OF CAPITAL STOCK	63
INDEX TO SOLITARIO RESOURCE CORPORATION'S CONSOLIDATED FINANCIAL STATEMENTS	F-1