COEUR D ALENE MINES CORP
8-K, 1995-07-14
SILVER ORES
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                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.



                                    FORM 8-K

                                 CURRENT REPORT

                    Pursuant to Section 13 or 15 (d) of the
                      Securities and Exchange Act of 1934



Date of Report (Date of earliest event reported): July 7, 1995


                        COEUR D'ALENE MINES CORPORATION
- ------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


         Idaho                        1-8641                   82-0109423
- ----------------------------       ------------               --------------
(State or other jurisdiction       (Commission                (IRS Employer
      of incorporation)            File Number)               Identification
                                                              Number)

         400 Coeur d'Alene Mines Bldg.
         505 Front Avenue
        Coeur d'Alene, Idaho                     83814
 ----------------------------------------      -----------
 (Address of principal executive offices)      (zip code)


Registrant's telephone number, including area code: (208) 667-3511


                           Not Applicable
- ------------------------------------------------------------------------------
   (Former name or former address, if changed since last report)
<PAGE>

Item 5.  Other Events.

          On July 7, 1995,  Coeur d'Alene  Mines  Corporation  (the  "Company"),
through its  wholly-owned  subsidiary,  Coeur  Alaska,  Inc.  ("Coeur  Alaska"),
acquired the  undivided 50% ownership  interest in the  Kensington  Venture from
Echo Bay  Alaska,  Inc.  and  Echo  Bay  Exploration,  Inc.  (collectively,  the
"Sellers"),  which are  wholly-owned  subsidiaries of Echo Bay Mines Ltd. ("Echo
Bay"),  as a result of which the Company  assumed full  ownership  and operating
control of the Venture,  which is developing the Kensington gold mining property
located in Juneau,  Alaska. The transaction was effected pursuant to the Venture
Termination  and Asset  Purchase  Agreement  among Coeur Alaska and the Sellers,
dated  as of June 30,  1995  (the  "Agreement"),  a copy of which is filed as an
exhibit to this report and is incorporated herein by reference.

          Pursuant to the Agreement, Coeur Alaska paid to the Sellers a total of
$32.5  million  and,  pursuant to the Royalty Deed set forth as Exhibit C to the
Agreement,  Coeur Alaska agreed to pay Echo Bay  Exploration,  Inc. a scaled net
returns  royalty on one  million  ounces of future gold  production  after Coeur
Alaska  recoups  the  $32.5  million   purchase   price  and  its   construction
expenditures  incurred  after July 7,  1995,  in  connection  with  placing  the
property into commercial production.

          Performance by Coeur Alaska of its obligations  under the Agreement is
guaranteed  by the Company and  performance  of the  obligations  of the Sellers
under the Agreement is guaranteed by Echo Bay.


Item 7.  Financial Statements, Pro Forma Financial Information
         and Exhibits

     (c) Exhibits.  The following exhibit is filed herewith:


          10        Venture Termination and Asset Purchase  Agreement,  dated as
                    of June 30, 1995, among Coeur Alaska, Inc., Echo Bay Alaska,
                    Inc. and Echo Bay Exploration, Inc.

                                       2
<PAGE>
                                   SIGNATURES

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                  COEUR D'ALENE MINES CORPORATION
                                  (Registrant)


Dated: July 12, 1995              By:/s/DENNIS E. WHEELER
                                  -----------------------
                                     Dennis E. Wheeler
                                     Chairman, President and
                                       Chief Executive Officer

                                       3

                              VENTURE TERMINATION
                                      AND
                            ASSET PURCHASE AGREEMENT






                                     Among
                              COEUR ALASKA, INC.,
                              ECHO BAY ALASKA INC.
                                      and
                           ECHO BAY EXPLORATION INC.

                           dated as of June 30, 1995

<PAGE>


                               TABLE OF CONTENTS



ARTICLE AND
SECTION NUMBERS                TITLE                                       PAGE
- ---------------                -----                                       ----
ARTICLE I - DEFINITIONS.......................................................2
         1.1      "Action.....................................................2
         1.2      "Purchase Agreement"........................................2
         1.3      "Appeal"....................................................2
         1.4      "Assets"....................................................2
         1.5      "Assignment Instruments"....................................2
         1.6      "Assumed Obligations and Liabilities".......................2
         1.7      "Balance Sheet".............................................2
         1.8      "Balance Sheet Date"........................................3
         1.9      "Closing"...................................................3
         1.10     "Closing Date"..............................................3
         1.11 "Contracts".....................................................3
         1.12     "Environmental Laws"........................................3
         1.13 "Financial Statements"..........................................3
         1.14     "Government Authority"......................................3
         1.15     "GAAP"......................................................3
         1.16 "Hazardous Substances"..........................................3
         1.17     "HSR Act"...................................................3
         1.18     "Indemnitee"................................................3
         1.19 "Indemnitor"....................................................3
         1.20     "Judgment"..................................................3
         1.21     "Kensington Project"........................................3
         1.22     "Kensington Venture"........................................3
         1.23     "Laws"......................................................3
         1.24     "Leases"....................................................4
         1.25 "Liens".........................................................4
         1.26     "Loss"......................................................4
         1.27     "Material"..................................................4
         1.28     "Operator"..................................................4
         1.29     "Participants"..............................................4
         1.30     "Participating Interest"....................................4
         1.31 "Permits".......................................................4
         1.32     "Permitted Liens"...........................................5
         1.33     "Personal Property".........................................5
         1.34     "Products"..................................................5

                                       ii
<PAGE>

ARTICLE AND
SECTION NUMBERS                TITLE                                       PAGE
- ---------------                -----                                       ----
         1.35 "Purchase Price"................................................5
         1.36 "Real Property".................................................5
         1.37     "Representatives"...........................................5
         1.38     "Sellers' Interest in the Assets"...........................5
         1.39     "Taxes".....................................................5

ARTICLE II - THE TRANSACTION..................................................6
         2.1      Purchase and Sale of Sellers' Interest in the Assets....... 6
         2.2      Assumed Obligations and Liabilities.........................6
         2.3      Termination of Venture Agreement............................7
         2.4      Purchase Price and Payment..................................8
         2.5      HSR Act ....................................................8
         2.6      Bulk Sales..................................................8
         2.7      Transfer Taxes..............................................8
         2.8      Closing.....................................................8
         2.9      Assignment Instruments......................................8
         2.10     Net Returns Royalty.........................................9
         2.11     Mutual General Release......................................9
ARTICLE III - REPRESENTATIONS AND WARRANTIES BY THE BUYER AND
         SELLERS.............................................................10
         3.1      Capacity of the Buyer and Sellers..........................10

ARTICLE IV - REPRESENTATIONS AND WARRANTIES BY THE SELLERS...................10
         4.1      Title to Sellers' Interest in the Assets...................10
         4.2      Financial Statements.......................................11
         4.3      Compliance with Laws Other than Environmental Laws.........12
         4.4      Compliance with Environmental Laws.........................12
         4.5      No Known Undisclosed Liabilities...........................13
         4.6      No Adverse Changes.........................................13
         4.7      Taxes......................................................13
         4.8      Leases and Contracts.......................................14
         4.9      Consents...................................................14
         4.10     No Pending Litigation or Proceedings.......................14

ARTICLE V - CERTAIN RIGHTS AND OBLIGATIONS OF THE PARTIES....................15
         5.1      Conduct of Operations Pending Closing......................15
         5.2      No Adverse Practices or Communications.....................15
         5.3      Access, Information and Documents..........................16
         5.4      Employee Matters...........................................17

                                      iii
<PAGE>

ARTICLE AND
SECTION NUMBERS                TITLE                                       PAGE
- ---------------                -----                                       ----
         5.5      Expenses...................................................18
         5.6      Buyer Payment of Cash Contributions........................18
         5.7      Prorations.................................................18
         5.8      Final Net Cash Adjustment..................................18
         5.9      Socioeconomic Impact Mitigation............................19
         5.10     Purchase of Certain Assets by the Sellers..................19

ARTICLE VI - CONDITIONS TO CLOSING...........................................20
         6.1      Conditions Precedent to Obligations of the Buyer...........20
         6.2      Conditions Precedent to the Obligations of the
                  Sellers....................................................21
         6.3      Termination................................................22

ARTICLE VII - INDEMNIFICATION................................................24
         7.1      Indemnification by the Sellers.............................24
         7.2      Indemnification by the Buyer...............................24
         7.3      Representation, Cooperation and Settlement.................26
         7.4      Determination of Indemnification Amounts and Related
                  Matters....................................................27

ARTICLE VIII - COVENANTS OF THE PARTIES AFTER THE CLOSING....................27
         8.1      Further Assurances.........................................27
         8.2      Delivery of Payments and Documents.........................27

ARTICLE IX - MISCELLANEOUS...................................................28
         9.1      Publicity..................................................28
         9.2      Notices....................................................28
         9.3      Successors and Assigns.....................................30
         9.4      Governing Law..............................................30
         9.5      Pre-closing Casualty Loss..................................30
         9.6      Removal of Indicia.........................................30
         9.7      Counterparts...............................................31
         9.8      Amendment..................................................31
         9.9      Severability...............................................31
         9.10     Entire Agreement...........................................31

EXHIBIT A - DEED.............................................................34

                                       iv
<PAGE>

ARTICLE AND
SECTION NUMBERS                TITLE                                       PAGE
- ---------------                -----                                       ----
EXHIBIT B - BILL OF SALE.....................................................37

EXHIBIT C - ROYALTY DEED.....................................................39

EXHIBIT D - MUTUAL GENERAL RELEASE AGREEMENT.................................50

EXHIBIT E - SUBSTITUTION OF PARTY AND COUNSEL IN APPEAL......................56

EXHIBIT F - MEMORANDUM.......................................................57

SCHEDULE 4.2  A.    BALANCE SHEET.........................................4.2-1
              B.    STATEMENT OF OPERATIONS

SCHEDULE 4.8  LEASES, CONTRACTS, AGREEMENTS.................................4.8

SCHEDULE 5.7  COEUR ALASKA, INC. CASH CALLS NOT FUNDED......................5.7

SCHEDULE 5.10 A.    COMMON ASSET VALUATION...............................5.10-1
              B.    COMMON ASSET INVENTORY...............................5.10-2
              C.    BILL OF SALE.........................................5.10-6

                                       v

<PAGE>
                              VENTURE TERMINATION
                                      AND
                            ASSET PURCHASE AGREEMENT

     THIS VENTURE  TERMINATION  AND ASSET  PURCHASE  AGREEMENT  (this  "Purchase
Agreement")  dated as of June 30,  1995 among  Coeur  Alaska,  Inc.,  herein the
"Buyer," a Delaware corporation with executive offices at 505 Front Avenue, Post
Office Box I, Coeur d'Alene, Idaho 83814; and Echo Bay Alaska Inc., herein "Echo
Bay Alaska", and Echo Bay Exploration Inc., herein "Echo Bay Exploration," those
two  collectively  herein  the  "Sellers,"  each  a  Delaware  corporation  with
executive offices at 370 17th Street, Suite 4050, Denver, Colorado 80202.

                                    RECITALS

     WHEREAS, there exists the Kensington Venture pursuant to an Amended Venture
Agreement  dated  November 1, 1990, a  memorandum  of which was recorded May 26,
1992 in Book  359 at  Pages  776-805  of the  records  of the  Juneau  Recording
District,  State of Alaska, between Buyer and Echo Bay Exploration (the "Venture
Agreement"),  pursuant  to which each  party  thereto  owns a 50%  Participating
Interest  therein  (defined  in Section  1.18 of the  Venture  Agreement  and in
Section  1.30  of  this  Purchase  Agreement),  representing  an  undivided  50%
ownership  interest  in the  Assets  (defined  in  Section  1.5  of the  Venture
Agreement and in Section 1.4 of this  Purchase  Agreement) as tenants in common;
and

     WHEREAS,  Echo Bay Alaska has  succeeded  to certain  interests of Echo Bay
Exploration in the Kensington Venture and the Venture  Agreement,  including the
position and functions of Operator of the  Kensington  Venture under the Venture
Agreement,  pursuant to an Agreement and Transfer between them dated January 31,
1991, approved by Seller on August 19, 1991; and

     WHEREAS, the Kensington Venture is engaged in the exploration,  evaluation,
and  development  of mineral  resources  within the Real  Property  (defined  in
Section 1.36 of this Purchase Agreement and described in Attachment I of Exhibit
A to this Purchase Agreement) in the City and Borough of Juneau, Alaska; and

                                       1
<PAGE>

     WHEREAS,  the parties wish to voluntarily  terminate the Kensington Venture
pursuant  to  Section  12.1  of  the  Venture  Agreement,  and  to  resolve  all
controversies  and claims between them,  asserted or unasserted,  all subject to
the provisions of this Purchase Agreement; and

     WHEREAS,  in implementation  thereof the Buyer desires to purchase from the
Sellers,  and the Sellers desire to sell to the Buyer, the Sellers'  Interest in
the Assets on the terms and subject to the conditions set forth herein.

     NOW, THEREFORE,  in consideration of the covenants and agreements contained
herein, the Buyer and the Sellers agree as follows.

                                   ARTICLE I

                                  DEFINITIONS

     1.1 "Action" has the meaning set forth in Section 7.3(b).

     1.2 "Purchase  Agreement" means this Venture Termination and Asset Purchase
Agreement,  including all amendments and modifications  hereof, and all attached
schedules and exhibits which are incorporated herein by reference.

     1.3 "Appeal" has the meaning set forth in Section 5.2.

     1.4 "Assets"  means the Real  Property and Personal  Property  (and partial
interests  in  Personal  Property)  owned  by or  for  the  Participants  in the
Kensington Venture pursuant to the Venture Agreement.

     1.5 "Assignment Instruments" has the meaning set forth in Section 2.9.

     1.6 "Assumed  Obligations  and  Liabilities"  has the meaning set  forth in
Section 2.2.

     1.7 "Balance Sheet" has the meaning set forth in Section 4.2.

                                       2
<PAGE>

     1.8 "Balance Sheet Date" has the meaning set forth in Section 4.2.

     1.9 "Closing" has the meaning set forth in Section 2.8.

     1.10 "Closing Date" has the meaning set forth in Section 2.8.

     1.11 "Contracts" has the meaning set forth in Section 4.8.

     1.12 "Environmental Laws" has the meaning set forth in Section 7.2(b)

     1.13 "Financial Statements" has the meaning set forth in Section 4.2.

     1.14 "Government Authority" has the meaning set forth in Section 4.3.

     1.15 "GAAP" means  generally  accepted  accounting  principles for metallic
mining ventures within the United States applied on a consistent basis.

     1.16 "Hazardous Substances" has the meaning set forth in Section 4.4.

     1.17 "HSR Act" means the  Hart-Scott-Rodino  Antitrust  Improvements Act of
1976, as amended.

     1.18 "Indemnitee" has the meaning set forth in Section 7.3(a).

     1.19 "Indemnitor" has the meaning set forth in Section 7.3(a).

     1.20 "Judgment"  means any judgment,  writ,  order,  injunction,  award, or
decree of any court, judge, justice, or magistrate.

     1.21 "Kensington Project" has the meaning set forth in Section 5.2a.

     1.22 "Kensington   Venture"   means   the   business   arrangement  of  the
Participants under the Venture Agreement.

     1.23  "Laws"  has the  meaning  set  forth in  Section  4.3, 

                                       3
<PAGE>

exclusive  of Environmental Laws.

     1.24 "Leases" has the meaning set forth in Section 4.8.

     1.25 "Liens" means any liens, charges, encumbrances, and security interests
upon property.

     1.26 "Loss" means liability and expense  (including  reasonable  attorneys'
fees and costs of  defense)  attributable  to or which  results  from any claim,
action,  suit,  proceeding,  ,  investigation,  hearing,  or other  activity  or
proceeding that could or does result in a Judgment.

     1.27 "Material", depending upon the context of its use, means: 

          (a) Having a substantial effect upon the title,  condition,  status or
value of the Assets, or upon the use or operation thereof as used or operated by
or for the Kensington  Venture in the ordinary course of business on the date of
this Purchase Agreement; or

          (b) Having  a  necessary  or  substantial   function  or  providing  a
necessary or  substantial  component of or for the effective use or operation of
the Assets, as used or operated by or for the Kensington Venture in the ordinary
course of business on the date of this Purchase Agreement; or

          (c) As used in  Sections  6.3,  7.1(a)and  7.2(a)  having the  meaning
defined in Section 6.3(c).

     1.28 "Operator" means the person or entity appointed under Article 8 of the
Venture  Agreement  to manage  the  activities  carried  out  under the  Venture
Agreement.

     1.29 "Participants"  means  the Buyer and the Sellers who are the  entities
that have Participating Interests in the Kensington Venture.

     1.30 "Participating  Interest" means the percentage  interest  representing
the ownership  interest of a Participant in the Assets, and all other rights and
obligations arising under the Venture Agreement,  as provided in Section 1.18 of
the Venture Agreement.

     1.31 "Permits" has the meaning set forth in Section 2.9.

                                       4
<PAGE>

     1.32 "Permitted  Liens"  means  (i) liens  arising  from or  imposed by the
conduct  of  the  business  of  the  Kensington  Venture   including,   inchoate
materialmen's,  mechanics',  workmen's,  repairmen's  or other like liens;  (ii)
liens for Taxes not yet  delinquent;  (iii)  rights  reserved by any  Government
Authority to regulate the affected property;  and (iv) as to Real Property,  any
Liens that do not in any material  respect,  individually  or in the  aggregate,
adversely  affect or impair the value or use  thereof as it is  currently  being
used for the Kensington Venture in the ordinary course of business.

     1.33 "Personal  Property"  means  all  tangible  and   intangible  personal
property  included  in the Assets  owned by the  Participants  under the Venture
Agreement, including Products and mine and office equipment and fixtures.

     1.34 "Products"   means   all  ores  and  minerals   (including   processed
concentrates) produced from the Real Property.

     1.35 "Purchase Price" has the meaning set forth in Section 2.4.

     1.36 "Real  Property"  means all real  property of the  Kensington  Venture
included in the Assets owned by the  Participants  under the Venture  Agreement,
including  surface  estates,  mineral  estates and combined  surface and mineral
estates,  and including patented and unpatented mining claims, mill site claims,
accretions to land, rights of way and easements.

     1.37 "Representatives" has the meaning set forth in Section 5.3 hereof.

     1.38 "Sellers'  Interest in  the Assets" means all of the Sellers'  rights,
title and interests in the Kensington Venture and, as a Participant  therein, in
the Assets (as the holder of a 50% Participating  Interest as tenant in common),
and an undivided 50% ownership in the rights and obligations of the Participants
under the Venture Agreement.

     1.39 "Taxes" has the meaning set forth in Section 4.7.

                                       5
<PAGE>

                                   ARTICLE II
                                THE TRANSACTION

     2.1 Purchase and Sale of Sellers'  Interest in the Assets.  At the Closing,
the Buyer shall  purchase  from the  Sellers  and the Sellers  shall sell to the
Buyer, the Sellers' Interest in the Assets.

     2.2 Assumed Obligations and Liabilities.

          (a) As of the  Closing,  the Buyer  covenants  to assume  and shall be
deemed to have  assumed  and become  exclusively  responsible  for  performance,
satisfaction and payment of all duties,  obligations,  liabilities and penalties
related to the condition,  use, care,  maintenance  and  reclamation of the Real
Property,  including  exclusive  responsibility for (i) obtaining and compliance
with all issued or required Permits  applicable  thereto,  including  operating,
reclamation  and  mitigation  plans approved by Government  Authority,  and (ii)
compliance  with  all  Environmental   Laws.  Such  assumption  shall  encompass
exclusive responsibility for all prior use, disturbance,  occupancy, development
and operation of the Real Property,  specifically including, without limitation,
exclusive  responsibility  for  reclamation and restoration of the Real Property
upon   cessation  of  operations  or  closure  of   facilities,   and  exclusive
responsibility for satisfaction of all requirements of the federal Comprehensive
Environmental  Response,  Compensation  and Liability Act of 1980, 42 USC ss.ss.
9601 et seq., Alaska Statutes Sec.  46.03.822,  and any other Environmental Law.
There is excepted from all the foregoing assumptions of liabilities any fines or
monetary civil  penalties  which may be assessed  before or after Closing by any
Government   Authority  for  any   infraction  of  any   applicable   Permit  or
Environmental  Law which  infraction  existed prior to Closing,  such  exception
being limited to that portion of such fines or penalties allocable to the period
prior to Closing and it is  inapplicable  to  expenses  incurred  subsequent  to
Closing for remediation of the infraction. Any such fines and penalties shall be
treated as unsatisfied liabilities of the Kensington Venture upon termination of
it, and borne proportionately by the parties to this Purchase Agreement pursuant
to Section 2.3  hereof.  It is the intent of the  parties  that,  subject to the
exception  stated above,  Buyer assume and relieve  Sellers of all  obligations,
liabilities and responsibilities for the condition,  use, care,  maintenance and
reclamation of the Real Property,  whether such  responsibilities  arise from or
are  attributable to conditions,

                                       6
<PAGE>

circumstances  and events  occurring  before or after  Closing,  before or after
ownership by any of the parties, or before, during or after the ownership by the
Kensington Venture.

          (b) In addition to the assumptions  specified in Section 2.2(a), as of
the Closing,  the Buyer  covenants to assume and shall be deemed to have assumed
and become exclusively responsible for all other payments, and the discharge and
performance of all other duties, obligations,  liabilities,  and penalties which
arise  subsequent to Closing with respect to the Assets or are  attributable  to
ownership,  use,  operation,  status and  condition of the Assets  subsequent to
Closing, including, without limitation, all such obligations pursuant to Permits
by Government Authority,  Leases, Contracts,  Laws, Taxes which become due after
Closing  (subject  to  Section  5.7),  bonds,  guarantees,   sureties,  and  all
undertakings and commitments by the Kensington  Venture or its Participants made
prior to or after Closing which pertain or are applicable to the Assets.

          (c) The covenants and  assumptions  in Sections  2.2(a) and 2.2(b) are
herein the "Assumed Obligations and Liabilities". Pursuant to Section 7.2, Buyer
shall  indemnify,  defend , and hold harmless  Sellers from and against all Loss
attributable to the Assumed Obligations and Liabilities. The Assumed Obligations
and  Liabilities do not include  accrued  liabilities of the Kensington  Venture
which shall be satisfied,  released or otherwise  resolved upon  dissolution and
wind-up of the Venture as prescribed in Section 2.3.

     2.3 Termination  of  Venture  Agreement.  Upon  Closing,  the  purchase  of
Sellers' Interest in the Assets,  and the assumption of the Assumed  Obligations
and  Liabilities by the Buyer,  the Sellers shall cease to be the Operator,  the
Venture  Agreement  shall  terminate,   and  the  Kensington  Venture  shall  be
dissolved,  without  further  action by the Parties  except those  necessary for
wind-up of the affairs of the Kensington Venture by Echo Bay Alaska as Operator,
pursuant to Section 12.4 of the Venture Agreement;  provided,  however, that the
provisions in the Venture  Agreement for  distributions  to the Participants and
satisfaction,   release  or  other  resolution  of  all  debts,  obligations  or
liabilities  owed to the  Participants  shall be  deemed to be  modified  by the
provisions  of this Purchase  Agreement as necessary to implement  this Purchase
Agreement. In accordance with Sections 6.5 and 12.3 of the Venture

                                       7
<PAGE>

Agreement,  the Sellers and the Buyer each shall remain  liable for its share of
any liability of the Kensington Venture to third parties,  including contractors
and  vendors,  which shall have  accrued  prior to the Closing  Date,  except as
otherwise expressly provided in Section 2.2(a).

     2.4 Purchase Price and Payment. At the Closing,  the Buyer shall pay to the
Sellers,  in partial  consideration  for the Sellers'  Interest in the Assets, a
total of $32,500,000 (the "Purchase Price"), in immediately available funds.

     2.5 HSR Act It has been  determined by Buyer and Sellers,  and confirmed by
the  Federal  Trade  Commission,  that this  transaction  is exempt  from filing
premerger  notification  and report forms and related  affidavits  in compliance
with the HSR Act, and that this transaction is not subject to that Law.

     2.6 Bulk Sales.  The Buyer and the Sellers  each waives  compliance  by the
other  with  bulk  sales  legal  requirements   applicable  to  the  transaction
contemplated hereby.

     2.7 Transfer Taxes.  All sales,  use,  transfer,  and similar Taxes arising
from or  payable  by reason of the  transaction  contemplated  by this  Purchase
Agreement  shall be the liability of the Buyer,  and the Buyer shall  indemnify,
defend, and hold harmless Sellers from and against all Losses arising therefrom.

     2.8 Closing.  The Closing under this  Purchase  Agreement  (the  "Closing")
shall take place at 10:00 a.m.,  local time,  on June 30, 1995 at the offices of
Coeur d'Alene Mines Corporation,  505 Front Avenue, Coeur d'Alene,  Idaho, or at
such other time,  date or place to which the parties shall mutually  agree.  The
date on which the Closing occurs is referred to herein as the "Closing Date."

     2.9 Assignment Instruments.

          (a) At the Closing,  the Sellers shall deliver to the Buyer (i) a deed
(in the form  attached  as Exhibit A hereto)  to the  Sellers'  Interest  in the
Assets  that are Real  Property ; (ii) a bill of sale (in the form  attached  as
Exhibit B hereto) to the Sellers'  Interest in those items of Personal  Property
within the Assets which are to be conveyed to Buyer  (listed in  Attachment I to
Exhibit B); and (iii)  (subject to the provisions of Section 

                                       8
<PAGE>

2.9(b) for Permits) such endorsements, assignments and other good and sufficient
instruments  of conveyance  and transfer,  reasonably  satisfactory  in form and
substance  to the Buyer and its  counsel,  as shall be  effective to vest in the
Buyer, as of the Closing Date, all of the Sellers'  rights,  title and interests
in and to the  Sellers'  Interest  in the  Assets,  free and clear of all Liens,
interests  and claims of third parties  created or claimed by,  through or under
Sellers other than Permitted Liens.  All of such documents  referred to above in
this  Section  2.9  collectively  are  referred  to  herein  as the  "Assignment
Instruments."

          (b)   Commencing   immediately   upon   Closing,   the  parties  shall
cooperatively  undertake and use their best efforts (i) to transfer to the Buyer
any permits, approvals, consents or authorizations ("Permits") previously issued
by any Government Authority to Sellers as the Operator, and pending applications
for  Permits,  (ii)  to  obtain  any  necessary  consents,  authorizations,  and
approvals  to the  assignment  of such  Permits and release the Sellers from all
Permit obligations,  and (iii) to have the Buyer replace the Sellers thereunder.
The Sellers do not  guarantee  the  transfer  of  permits,  nor does it agree to
guarantee compliance with them by the Buyer.

     2.10 Net Returns  Royalty.  As further  consideration  for  purchase of the
Sellers'  Interest  in the Assets,  at the  Closing the Buyer shall  execute and
deliver to the Sellers a Royalty Deed in the form of Exhibit C attached  hereto,
granting to the Sellers a Net Returns Royalty in all gold Products produced from
the  Real  Property  and sold or  deemed  sold by the  Buyer,  to a  maximum  of
1,000,000 troy ounces of gold, on the terms and conditions set forth therein.

     2.11 Mutual  General  Release.  At the  Closing,  the Buyer and the Sellers
shall execute and deliver in counterparts a Mutual General Release  Agreement in
the form of Exhibit D attached hereto,  which, among other things,  will require
the Sellers to dismiss with prejudice the Complaint for Declaratory Judgment and
Injunctive  Relief in the  complaint  entitled  Echo Bay Alaska,  Inc., v. Coeur
Alaska,  Inc. (Case No.  IJU-95-831)  filed by the Sellers in the Superior Court
for the State of Alaska, First Judicial District at Juneau.

                                       9
<PAGE>

                                  ARTICLE III

            REPRESENTATIONS AND WARRANTIES BY THE BUYER AND SELLERS

     3.1 Capacity of  the Buyer and  Sellers.  Each of the Buyer and the Sellers
represents and warrants as follows:

          (a) That it is a corporation duly incorporated and in good standing in
its state of  incorporation  and that it is  qualified  to do business and is in
good standing in those states where necessary in order to carry out the purposes
of this Purchase Agreement;

          (b) That it has the capacity to enter into and perform  this  Purchase
Agreement and all  transactions  contemplated  herein and that all corporate and
other  actions  required to authorize it to enter into and perform this Purchase
Agreement have been properly taken; and

          (c) That it will not  breach any other  agreement  or  arrangement  by
entering  into or  performing  this  Purchase  Agreement  and that this Purchase
Agreement  has been duly  executed and  delivered by it and is valid and binding
upon it and enforceable  against it in accordance with its terms,  except as may
be limited by  applicable  bankruptcy,  insolvency  or  similar  laws  affecting
creditors' rights generally or the availability of equitable remedies.


                                   ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES BY THE SELLERS

          The Sellers hereby represent and warrant to the Buyer as follows:

     4.1 Title to Sellers' Interest in the Assets. Upon the Sellers' delivery at
the Closing of the Assignment Instruments,  the Buyer shall acquire all title to
the Sellers'  Interest in the Assets free and clear of all Liens,  interests and
claims of third  parties  created or claimed by,  through or under Sellers other
than Permitted  Liens.  The Sellers do not make and Sellers disclaim any and all
warranties,  express or implied, with respect to the condition or serviceability
of the Assets,  including  but not 

                                       10
<PAGE>

limited to validity or status of the patented and unpatented mining and millsite
claims,  state claims,  and agreements  constituting  the Real Property,  and to
implied warranties of merchantability and fitness for a particular purpose,  and
Sellers will deliver the Assets to the Buyer and transfer the Sellers' Interests
in the Assets as of the Closing where is, as is, with all defects,  deficiencies
and  faults.  Some of the  personal  property is in fair to poor  condition  and
inoperable,  and some defective conditions exist in facilities on real property.
The Buyer  acknowledges  and agrees that the Sellers  shall not be liable for or
bound in any  manner  by,  and the Buyer has not  relied  upon,  any  express or
implied, oral or written,  information,  warranty, guaranty, promise, statement,
inducement  or  representation  by  Sellers  pertaining  to  the  Assets  or the
Kensington  Venture,  except as expressly set forth in this Purchase  Agreement.
The Buyer has conducted its own  inspection and  investigation  of the Assets to
its satisfaction and has independently investigated,  analyzed and appraised the
condition,  value,  prospects and profitability  thereof. The Buyer acknowledges
receipt  before  execution of this Purchase  Agreement of a written report dated
May 31,  1995,  entitled  Kensington-Equipment  & Facility  Audit,  prepared for
Sellers by Allan Laird.  All matters  disclosed  therein are  excluded  from all
representations  and  warranties  by Sellers in this Purchase  Agreement.  Buyer
shall hold that report in strictest  confidence  and shall disclose its contents
to no one without consent of Sellers or unless required by any Law or Judgement.

     4.2 Financial  Statements.  Set  forth  in  Schedule  4.2 is the  unaudited
statement of  operations of the  Kensington  Venture for the  five-month  period
ended May 26, 1995, and the unaudited balance sheet of the Kensington Venture as
of such date (the "Balance Sheet"), prepared in accordance with GAAP as modified
by  historic  accounting  practice  for the  Kensington  Venture.  That  date is
referred  to  hereinafter  as the  "Balance  Sheet Date" and such  statement  of
operations  and Balance Sheet  collectively  are referred to  hereinafter as the
"Financial  Statements."  The  books  of  account  and  related  records  of the
Kensington  Venture fully and fairly  reflect in  reasonable  detail the Assets,
liabilities and transactions of the Kensington Venture. The Financial Statements
(i) are  materially  correct and complete and in  accordance  with the books and
records  of the  Kensington  Venture;  and (ii)  fully and  fairly  present  the
financial condition,  Assets and liabilities of the Kensington Venture as of the
Balance Sheet Date and the 

                                       11
<PAGE>

results of operations for the period covered thereby.

     4.3 Compliance  with Laws Other than  Environmental  Laws. To Sellers' best
knowledge  and  belief,  and  subject to the  qualification  stated in the final
sentence of this Section 4.3, the Kensington Venture has substantially  complied
and is in  substantial  compliance  with all  material  laws,  statutes,  rules,
regulations,  codes  and  ordinances  ("Laws")  of any  federal,  state or local
government authority (a "Government  Authority")  applicable to the operation of
the Real Property,  including without  limitation those relating to occupational
safety and health and equal employment practices. To Sellers' best knowledge and
belief, no notice, citation,  summons or order has been issued, no complaint has
been filed, no unpaid penalty has been assessed and no  investigation  or review
is pending or threatened by any  Government  Authority or other entity which has
had or could have a material  adverse effect upon the Real Property with respect
to any  alleged  violation  of any such  Law by the  Sellers  or the  Kensington
Venture.  The representations and warranties of this Section 4.3 do not apply to
Environmental Laws.

     4.4 Compliance with Environmental Laws.

          (a) To Sellers' best  knowledge  and belief,  the Real Property is not
subject to any notice, citation,  summons or order pursuant to any Environmental
Law, and no complaint has been filed,  no unpaid penalty has been assessed,  and
no investigation  is pending or threatened by any Government  Authority or other
entity pursuant to any Environmental Law. Further to Sellers' best knowledge and
belief,  none of the Real Property is the subject of any "Superfund"  evaluation
or  investigation,  or any other  investigation  or proceeding of any Government
Authority  evaluating whether any remedial action is necessary to respond to any
release of Hazardous  Substances  on or in  connection  with the Real  Property.
"Hazardous Substances" has the meaning given in the Comprehensive  Environmental
Response,  Compensation  and  Liability  Act of 1980 (42 U.S.C.A.  ss.ss.9601 et
seq.),  as  amended,  and  Alaska  Statutes  Sec.  46.03.822  and the  rules and
regulations promulgated thereunder.

          (b) To Sellers' best  knowledge  and belief,  no  underground  storage
tanks are located in or on the Real Property,  except as described in the report
identified in Section 4.4(c).

                                       12
<PAGE>

          (c) The Buyer  acknowledges  receipt before execution of this Purchase
Agreement of a written report dated June 14, 1995,  entitled  Kensington Venture
Underground   Gold   Project,   Juneau,   Alaska,    Investigation-Environmental
Liabilities   and  Permits  Status,   prepared  for  Sellers  by  S.M.   Stoller
Corporation. All matters disclosed therein are excluded from all representations
and  warranties  by Sellers in this  Purchase  Agreement,  and  responsibilities
therefore are assumed by Buyer pursuant to Section 2.2(a). Buyer shall hold that
report in strictest confidence and shall disclose its contents to no one without
the  consent of  Sellers or unless  required  by any Law,  Environmental  Law or
Judgment.

     4.5 No Known  Undisclosed  Liabilities.  To  Sellers'  best  knowledge  and
belief,  neither the  Kensington  Venture  nor the Sellers as Operator  have any
material  liability or obligation  of any nature,  whether due or to become due,
absolute,  contingent, or otherwise,  including without limitation liability for
or in respect  of Taxes (as  hereinafter  defined  in Section  4.7 and except as
noted  there)  or  any  interest  or  penalties  relating  thereto,  except  for
liabilities that (i) are fully reflected in the Balance Sheet; or (ii) have been
incurred in the ordinary course of business since the Balance Sheet Date and are
fully  reflected  as  liabilities  on the  books of  account  of the  Kensington
Venture,  none  of  which,  individually  or in the  aggregate,  are  materially
adverse.

     4.6 No Adverse  Changes.  To Sellers' best knowledge and belief,  since the
Balance Sheet Date, (i) there has been no material  adverse change in the Assets
or the financial  condition or operations of the  Kensington  Venture;  (ii) the
Assets and the financial condition and operations of the Kensington Venture have
not been materially and adversely  affected as a result of any fire,  explosion,
accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, or
act of nature or public  force or  otherwise;  and (iii) the Sellers as Operator
have not made  any  sale,  assignment,  lease  or other  transfer  of any of the
Assets, other than in the normal course of business.

     4.7 Taxes.  The Sellers as Operator have caused the  Kensington  Venture to
(i) timely file any returns and reports  required to be filed by it with respect
to all federal, state or local income,  payroll withholding,  excise, sale, use,
personal  property,  occupancy,  business,  real  estate,  or other tax (all the

                                       13

<PAGE>

foregoing taxes,  including  interest and penalties thereon and estimated taxes,
are herein  collectively  referred to as "Taxes"),  (ii) paid any Taxes shown to
have become due  pursuant  to such  returns and reports and (iii) paid any other
Taxes due, except 1994 ad valorum taxes on the Real Property,  including without
limitation,  Taxes for which a notice of or assessment or demand for payment may
have been received.  Ad valorem Taxes on Real Property for 1994 and 1995 will be
pro-rated as part of wind-up of the Kensington Venture.

     4.8  Leases and  Contracts.  Schedule  4.8 hereto  sets forth a list of any
material Leases and Contracts or comparable  arrangements  used by or related to
the  Kensington  Venture  with  respect to which the  Kensington  Venture or the
Sellers and the Buyer is the lessee or a contracting  party  (collectively,  the
"Leases and Contracts").  All of such Leases and Contracts are in full force and
in effect,  with no default  or event of  default or event or  condition  which,
after the  giving of  notice,  the lapse of time or the  happening  of any other
event or condition,  would  constitute a material default or a material event of
default  thereunder  by the  Kensington  Venture or Sellers,  or to the Sellers'
actual knowledge, by any other party thereto.

     4.9 Consents. No consent,  approval or authorization of, or registration or
filing  with,  any person or entity,  including  any  Government  Authority,  is
required  in  connection  with  the  execution  and  delivery  of this  Purchase
Agreement or the consummation of the transaction  contemplated hereby.  However,
the foregoing  representations  and  warranties are not applicable to government
Permits and Permit  applications  by or on behalf of the Kensington  Venture for
which  assignments  will be made  and  consents  will be  sought  subsequent  to
Closing.

     4.10 No Pending Litigation or Proceedings.  Except as described in Sections
2.11  and  5.2(b)  hereof,  there  are  no  actions,  suits,  investigations  or
proceedings pending, or to Sellers' best knowledge and belief, threatened (other
than informal  threats by public  interest  groups to challenge  future Permits)
against the Sellers or the Kensington Venture affecting the Sellers' Interest in
the Assets, the Kensington Venture's right to develop the Real Property,  at law
or in equity,  by or before any  judicial  or  Government  Authority.  There are
presently no outstanding Judgments against the Sellers or the Kensington Venture
or  affecting  the Sellers'  Interest in the Assets or the

                                       14
<PAGE>

Sellers'  rights and obligations under the Venture Agreement.

                                   ARTICLE V

                 CERTAIN RIGHTS AND OBLIGATIONS OF THE PARTIES

     5.1 Conduct of Operations  Pending Closing.  From and after the date hereof
and prior to the Closing, and unless the Buyer shall otherwise agree in writing,
the Sellers  covenant that the Kensington  Venture shall continue to be operated
in the normal course of business in accordance  with the provisions of Article 8
of the Venture Agreement.

     5.2 No Adverse Practices or Communications.

          (a) Upon  Closing,  the Buyer will become the  exclusive  owner of the
Assets which, for purposes of this Purchase  Agreement,  may be known thereafter
as the "Kensington Project". Sellers are the exclusive owners of the AJ Project,
another mineral development property in the City and Borough of Juneau,  Alaska.
The parties hereto,  for  themselves,  their  affiliated,  subsidiary and parent
companies,  and  their  respective  directors,  officers,  employees  and  other
representatives, covenant henceforth not to engage in any practices or issue any
communications to third parties, oral or written, formal or informal,  public or
private,  with or without  cover of  confidentiality  or intent of disclosure to
others  which,  (i) by practices or  communications  by Sellers are critical of,
derogatory or reflect  adversely  upon the  Kensington  Project or Buyer and its
representatives,  or (ii) by practices or  communications  by Buyer are critical
of,  derogatory  or reflect  adversely  upon the AJ Project or Sellers and their
representatives.  Such  prohibitions  include  comments or discussions  upon (i)
plans for development or operation,  (ii) quality or viability of the respective
projects,  (iii)  the  environmental,   technological,   legal,  or  operational
feasibility  of them,  (iv)  managerial  or  administrative  practices,  and (v)
competence or capability of a party.  Each party  covenants not to engage in any
practices  or  issue  any  communications  which  will  be  detrimental  to  the
maintaining  or  obtaining by the other party of Permits or  agreements  for the
development  or operation by the other party of its project,  or  detrimental to
the other party's  relationships with  representatives or agencies of Government
Authorities,  contractors,  vendors,  consultants,  investors, or the public and
community groups.

                                       15
<PAGE>

          (b) Buyer covenants for itself,  its affiliated  companies,  and their
directors, officers, employees and other representatives, to raise no objection,
and to take no action, public or private, direct or indirect, based upon events,
conduct or  circumstances  which may have occurred  prior to the Closing,  which
would bar,  preclude or interfere with Sellers'  engagement and unrestricted use
of legal counsel of its choice,  including counsel who formerly  represented the
Kensington  Venture, on any matters pertaining to the AJ Project or any other of
Sellers' projects or affairs in Alaska or elsewhere, including representation of
Sellers in the  consolidated  appeal (the  "Appeal")  before the Alaska  Supreme
Court of  Alaskans  for Juneau et al v. City and  Borough of Juneau,  S-6330 and
Thane  Neighborhood  Association  et al v. City and  Borough of Juneau,  S-6710.
Immediately  upon Closing,  Sellers  shall  withdraw as a party and Mr. James F.
Clark and the law firm of  Robertson,  Monagle and  Eastaugh  shall  withdraw as
counsel from the Appeal insofar as it includes Alaskans for Juneau et al v. City
and Borough of Juneau,  S-6330,  substituting  therefor  Buyer and its  selected
counsel,  respectively,  utilizing  the forms  contained  in  Exhibit E attached
hereto.  Such  withdrawal and  substitution  shall not affect  participation  by
Sellers or Mr. Clark and  Robertson,  Monagle and Eastaugh in that  consolidated
Appeal for the companion case (S- 6710).

     5.3  Access,  Information  and  Documents. 
          (a) Prior to the Closing,  the Sellers shall give to the Buyer and the
Buyer's  counsel,  accountants  and  other  representatives  (collectively,  the
"Representatives")  full access during normal  business hours to all of the Real
and Personal Property,  and the Kensington Venture's Contracts,  Leases,  books,
files,  and  records,  and Sellers  shall  furnish to the Buyer at Buyer's  cost
copies of all such documents which the Buyer may reasonably  request. In lieu of
providing such access, the Sellers may elect to provide the Buyer with copies of
such materials  relating to the  Kensington  Venture as the Buyer may reasonably
request.  The Sellers  shall have the right to redact from the books and records
or copies so provided any information relating to business, properties or assets
other than the Assets and business of the  Kensington  Venture.  The Sellers may
retain  copies at Buyer's cost of all books and records  which it may deliver to
Buyer  which  relate to the  Kensington  Venture.  The  Sellers may use any data
produced  in  connection  with the  Kensington  Venture in  connection  with the
Sellers' AJ Project,

                                       16
<PAGE>

provided such use is not adverse to the Kensington Project.

          (b) The Sellers  shall  preserve  the books,  records and files of the
Kensington  Venture retained by Sellers,  and all supporting  vendors' invoices,
and other  records and materials  relating to the Assets,  for not less than six
years  after the Closing  Date.  The Buyer  shall  preserve  and keep all books,
records  and files  which  pertain to the Assets and which may be  delivered  by
Sellers to Buyer for not less than six years after the Closing Date.  Before any
of such books,  records  and files are  disposed of by the Sellers or the Buyer,
notice  to such  effect  shall be given to the other  party  who  shall  have an
opportunity,  at its own cost and expense,  to remove,  within 30 days after the
date of such  notice,  and to retain all or any such  books,  records and files.
During the period such books,  records and files are so required to be preserved
and kept, duly authorized  representatives  of either party shall, on reasonable
prior notice to the other party,  have access  thereto  during  normal  business
hours to examine, inspect, and copy such books, records and files.

          (c) The Buyer  agrees  that  prior to  Closing it shall hold in strict
confidence,  and cause its  Representatives  to hold in strict  confidence,  all
information  obtained  from the  Sellers  under this  Section  5.3 and shall not
disclose,  and shall not permit its Representatives to disclose,  any portion of
such  information to any third party except for (i)  information  which,  at the
time of  disclosure  or  thereafter,  became or becomes  generally  known to the
public through no act or omission of the Buyer; (ii) information that is already
in possession  of the Buyer free of any  obligation of confidence to the Sellers
or any other third party;  (iii) information that became or becomes available to
the Buyer  from a third  party who did not  acquire  such  information  under an
obligation  of   confidentiality,   either  directly  or  indirectly;   or  (iv)
information that was or becomes  required to be disclosed by law,  provided that
the Buyer shall give prior written notice of such disclosure to the Sellers, use
its best efforts to limit such  disclosure and make such  disclosure only to the
extent so required.

     5.4 Employee  Matters.  
          (a) For a period of 30 days after the Closing Date,  Sellers shall use
reasonable  efforts to make available to Buyer at its request those employees of
Sellers  (not to  exceed  4) who  have  been  assigned  to work  exclusively  or
primarily upon activities of

                                       17
<PAGE>

the Kensington Venture, to provide assistance to Buyer after the Closing Date in
the transition of administration, management and permitting of the Assets. Buyer
shall reimburse  Sellers for the cost of such  employees'  services which may be
requested  from  time to time by  Buyer,  on a per diem (or  allocated  portion)
basis,  determined  by (i)  the  particular  employee's  salary,  (ii)  Sellers'
expenses  of  holiday,  vacation,  illness and  disability  benefits,  and other
customary  allowances  applicable  to the salary or wages of the  employee,  and
(iii)  Sellers'  expense  for  group  life  and  medical   insurance  and  other
employer-paid benefits for the employee.

     5.5 Expenses. Each party hereto shall bear its respective expenses incurred
in connection with the  preparation,  execution and performance of this Purchase
Agreement  and  the  transactions   contemplated  hereby,   including,   without
limitation,  all fees and  expenses  of  agents,  representatives,  counsel  and
accountants.

     5.6 Buyer Payment of Cash  Contributions.  Prior to or at the Closing,  the
Buyer  shall pay in full,  without  challenge  or  dispute,  to the  Sellers  as
Operator  for the Joint  Account of the  Kensington  Venture,  all  unpaid  cash
contributions  for  which  there  shall  have been a call by  Operator  to Buyer
pursuant to Section 5.2 of the Venture Agreement.  Such cash contributions shall
be credited to the Joint  Account and applied or  distributed  in the wind-up of
the Kensington Venture including, to the extent necessary,  reimbursement of the
Sellers for obligations of the Kensington  Venture paid by the Sellers on behalf
of the Buyer.  To the extent that cash remains in the  Kensington  Venture Joint
Account after such  reimbursement  and the final  accounting  for the Kensington
Venture,  the cash will be paid in equal  amounts to the  Sellers  and the Buyer
pursuant to Section 5.8 hereof.

     5.7 Prorations.  Accrued but unpaid liabilities of the Kensington  Venture,
including ad valorem taxes,  shall be prorated as of the Closing Date. Taxes for
the current tax year shall be based upon the next prior  year's  taxes,  without
regard to change in assessment or levy, prorated to the Closing Date.

     5.8 Final Net Cash Adjustment.  Final  distribution of the Joint Account of
the  Kensington  Venture may not be completed on or before the Closing,  pending
receipt of  outstanding  invoices,  receipts and final  accounting  of the Joint
Account.  Within 45 days 

                                       18
<PAGE>

after  Closing,  Sellers will provide a statement of all final  invoices paid on
behalf of the  Kensington  Venture in accordance  with GAAP modified by historic
accounting practice for the Kensington  Venture.  If necessary,  additional cash
calls  will be made to the  parties.  Any cash  balance  in the  Joint  Account,
together  with any  remaining  monetary  assets  net of any  remaining  monetary
liabilities,  after the final net cash adjustment,  shall not be included in the
Assets  for  purposes  of this  Purchase  Agreement,  and  shall be  distributed
proportionately to Sellers and to Buyer.

     5.9 Socioeconomic  Impact Mitigation.  The Mitigation Agreement between the
Kensington  Venture  and  the  City  and  Borough  of  Juneau,  entered  into in
conjunction  with the issuance by the City and Borough of Juneau of a Large Mine
Conditional  Use Permit  for the  Kensington  Venture (a subject of the  Appeal)
provided  for  consideration  of  revenues  from  the  AJ  Project  to  mitigate
socioeconomic impacts of the Kensington Venture. The parties shall cooperatively
endeavor to obtain  agreement  with the City and Borough of Juneau to treat each
project  individually and independently in consideration of revenues to mitigate
socioeconomic impacts. Buyer shall indemnify, defend , and hold harmless Sellers
from any Loss attributable to consideration by the City and Borough of Juneau of
revenues from the AJ Project to mitigate or offset the socioeconomic  impacts of
the  Kensington  Project as described  in the  Socioeconomic  Impact  Mitigation
Agreement for the Kensington  Venture and supported by Findings 23 and 24 of the
Kensington  Large Mine  Conditional Use Permit issued by the City and Borough of
Juneau.

     5.10 Purchase of Certain  Assets by the Sellers.  Attached as Schedule 5.10
is an inventory of equipment  commonly  owned in undivided  interests by Sellers
independently  of  the  Kensington  Venture  and  by  the  Kensington   Venture,
respectively.  The  depreciated  book  value  of  the  interest  therein  of the
Kensington Venture as shown on the books of the Kensington Venture,  and the 50%
share of that  value  attributed  to Buyer as a  Participant  also are  shown on
Schedule 5.10. The interest of the Kensington Venture in that equipment shall be
acquired by Echo Bay Alaska Inc. upon  termination of the Kensington  Venture by
payment by Sellers to Buyer of an amount equal to Buyer's 50% share of the value
of Kensington Venture's interest.  Buyer at Closing shall execute a bill of sale
for the interest conveyed by it, in the form attached in Schedule 5.10 at 5.10-6
without representation or

                                       19

<PAGE>

warranty of title,  except  against  those  claiming or to claim by,  through or
under Buyer.

                                   ARTICLE VI

                             CONDITIONS TO CLOSING

6.1  Conditions  Precedent to  Obligations  of the Buyer.  The obligation of the
Buyer to proceed with the Closing is subject to the  fulfillment  on or prior to
the Closing Date of the  following  conditions  (any one or more of which may be
waived in whole or in part by the Buyer at the Buyer's option):

          (a) Representations and Warranties. The representations and warranties
of the Sellers contained in this Purchase Agreement shall be true and correct in
all  material  respects  on and as of the  Closing  Date with the same force and
effect as though such  representations and warranties had been made on and as of
such date, and the Buyer shall have received a certificate to such effect signed
by the President of the Sellers;

          (b) Performance  and  Compliance.  The Sellers shall  have  materially
performed all of the covenants and complied with all of the provisions  required
by this  Purchase  Agreement to be performed or complied with by it on or before
the Closing Date, and the Buyer shall have received a certificate to such effect
signed by the President of the Sellers;

          (c) Opinion of Counsel.  The Buyer shall have  received  from Terry N.
Fiske,  Vice  President and General  Counsel  (USA) for the Sellers,  an opinion
dated the Closing  Date in form and  substance  reasonably  satisfactory  to the
Buyer,  with respect to the matters set forth in Sections  3.1, 4.9 and 4.10 and
with respect to such other matters as the Buyer may reasonably request;

          (d) Satisfactory  Instruments.  Any instruments and documents required
on the Sellers' part to effectuate and consummate the transactions  contemplated
hereby  shall be  delivered  to the  Buyer  and  shall be in form and  substance
reasonably satisfactory to the Buyer's counsel;

          (e) Consents.  Any consents  necessary to prevent a  material  default
from  occurring  under any  Contracts or Leases

                                       20
<PAGE>

shall have been  obtained by the Sellers;

          (f) Litigation.  No Judgment  shall  be in effect  which  restrains or
prohibits the transactions contemplated hereby or which would limit or adversely
effect the Buyer's  ownership or control of the Sellers' Interest in the Assets,
except for the Appeal, and other than informal threats by public interest groups
to challenge  future  permits,  there shall not be pending or threatened,  by or
before  any  judicial  or  Government   Authority,   any  action  or  proceeding
challenging any of the transactions  contemplated by this Purchase  Agreement or
which might affect the Buyer's right to own the Sellers' Interest in the Assets,
or to operate the Real Property after the Closing Date;

          (g) Approval of Boards of Directors.  This Purchase  Agreement and all
transactions  contemplated  hereby shall have been duly approved by all required
corporate  action on the part of the  Boards of  Directors  of the Buyer and the
Sellers;

          (h) No  Material  Adverse  Change.  There  shall have been no material
adverse change since the Balance Sheet Date in the operations, Assets, prospects
or condition (financial or otherwise) of the Kensington Venture; and

          (i)  Assignment  Instruments.  The  Sellers  shall have  executed  and
delivered  to the Buyer the  Assignment  Instruments,  except the  Consents  for
assignment  of  Permits  for  which   provision  is  made  in  Section  2.9  for
post-Closing acquisition.


     6.2 Conditions  Precedent to the Obligations of the Sellers. The obligation
of the Sellers to proceed with the Closing is subject to the  fulfillment  on or
prior to the Closing Date of the following  conditions (any one or more of which
may be waived in whole or in part by the Sellers at the Sellers' option):

          (a) Representations and Warranties. The representations and warranties
of the Buyer  contained in this Purchase  Agreement shall be true and correct in
all  material  respects  on and as of the  Closing  Date with the same force and
effect as though such  representations and warranties had been made on and as of
such date,  and the Buyer shall have  delivered to the Sellers a certificate  of
the President of the Buyer to such effect;

                                       21

<PAGE>

          (b) Performance  and   Compliance.  The Buyer  shall  have  materially
performed all of the covenants and complied with all the provisions  required by
this Purchase  Agreement to be performed or complied with by it on or before the
Closing Date, and the Buyer shall have delivered to the Sellers a certificate of
the President of the Buyer to such effect;

          (c) Opinion of Counsel for Buyer. The Sellers shall have received from
Freedman,  Levy,  Kroll & Simonds,  counsel for the Buyer,  an opinion dated the
Closing Date in form and substance  reasonably  satisfactory to the Sellers with
respect to the matters  set forth in Section 3.1 and with  respect to such other
matters as the Sellers may reasonably request;

          (d) Satisfactory  Instruments.  All instruments and documents required
on the  part  of  the  Buyer  to  effectuate  and  consummate  the  transactions
contemplated  hereby  shall be delivered to the Sellers and shall be in form and
substance reasonably satisfactory to the Sellers' counsel;

          (e) Litigation.  No Judgment  shall be in  effect  which  restrains or
prohibits the transactions contemplated hereby and there shall not be pending or
threatened,  by or before any judicial or  Government  Authority,  any action or
proceeding  challenging  any of the  transactions  contemplated by this Purchase
Agreement.

          (f) Approval of Board of Directors.  This  Purchase  Agreement and all
transactions  contemplated  hereby shall have been duly approved by all required
corporate  action on the part of the  Boards of  Directors  of the Buyer and the
Sellers; and

          (g) Buyer Payment of Cash  Contributions.  Prior to or at the Closing,
the Buyer  shall have paid the cash  contribution  calls as  provided in Section
5.6.

     6.3 Termination.

          (a) When Agreement May Be Terminated.  This Purchase  Agreement may be
terminated at any time prior to the Closing:

               (i) by mutual consent of the Buyer and the Sellers; or

                                       22

<PAGE>

               (ii) by the Buyer if there has been a material  misrepresentation
by the  Sellers  hereunder  or a material  breach by the Sellers of any of their
representations  and  warranties  set forth herein,  or if any of the conditions
specified in Section 6.1 hereof shall not have been satisfied; or

               (iii) by  the   Sellers   if    there   has   been   a   material
misrepresentation  by the Buyer  hereunder or a material  breach by the Buyer of
any of its  warranties  or  representations  set  forth  herein or if any of the
conditions specified in section 6.2 hereof shall not have been satisfied; or

               (iv) by the Buyer or the  Sellers if the  Closing  shall not have
occurred prior to August 1, 1995, unless such date is extended by mutual consent
of the Buyer and the Sellers.

          (b) Effect of  Termination.  In the event of the  termination  of this
Purchase  Agreement by either the Sellers or the Buyer as provided  above,  this
Purchase  Agreement  shall forthwith  terminate,  except for the obligations set
forth in Sections  5.3,  5.5,  5.6, 9.4 and the  confidentiality  provisions  of
Sections 5.3(c),  4.1 and 4.4(c), and there shall be no liability on the part of
either the Sellers or the Buyer,  except for liabilities arising from a material
misrepresentation or material breach as specified in Section 6.3(a).

          (c) Materiality.  The  materiality of an alleged breach or  an alleged
misrepresentation   proffered  by  one  of  the  parties  as  justification  for
termination  of this  Purchase  Agreement  pursuant to Section  6.3(a)  shall be
determined  based on an  objective,  reasonable  person  standard,  such that an
alleged breach or alleged  misrepresentation  shall not be considered "material"
unless a reasonable  person in the  position of prudence  and business  judgment
such as is exercised  by similarly  situated  business  persons,  would not have
entered into this Purchase  Agreement  with  knowledge of the  occurrence of the
act,  omission or  representation  alleged to  constitute  a material  breach or
material misrepresentation justifying termination.

                                       23
<PAGE>

                                  ARTICLE VII

                                INDEMNIFICATION

     7.1 Indemnification by the Sellers.  The Sellers hereby agree to indemnify,
defend and hold harmless the Buyer from and against:

          (a) any Loss, liability,  claim, obligation,  damage, cost, penalty or
deficiency of or to the Buyer arising out of or resulting  from (i) any material
misrepresentation  or  material  breach of  warranty  on the part of the Sellers
contained in this Purchase Agreement,  or (ii) any material breach by Sellers in
the performance of their covenants,  agreements, or obligations in this Purchase
Agreement; and

          (b) any actions, Judgments, and expenses (including without limitation
reasonable  attorneys'  fees and all other expenses  incurred in  investigating,
preparing or defending any litigation, proceeding or investigation, commenced or
threatened)  incident to any of the foregoing or the enforcement of this Section
7.1,  except as  otherwise  provided  in  Section  2.2(a) or  elsewhere  in this
Purchase Agreement.

     7.2 Indemnification  by the Buyer.  The Buyer hereby  agrees to  indemnify,
defend and hold harmless the Sellers from and against any of the following:

          (a) Any Loss, liability, claim, obligation,  damage, cost, penalty, or
deficiency  of or to the  Sellers  arising  out of or  resulting  from  (i)  any
material  misrepresentation  or  material  breach of warranty on the part of the
Buyer contained in this Purchase Agreement;  (ii) any material breach or default
by the Buyer in the  performance of its covenants,  agreements or obligations in
this Purchase  Agreement;  (iii) the Assumed  Obligations and Liabilities,  (iv)
activities on and  conditions of the Real Property  after the Closing Date,  (v)
reclamation of the Real Property.

          (b) Except  for the  exclusion  set forth at the end of  this  Section
7.2(b),  any Loss,  liability,  claim,  obligation,  damage,  cost,  or  penalty
(including,  without limitation,  reasonable  attorneys' fees, experts' fees and
other  expenses

                                       24
<PAGE>

incurred in defending against litigation or administrative  enforcement  action,
either pending or  threatened)  arising out of or relating to any claim or cause
of action which (1) arises in whole or part pursuant to any of the following:

               (i)       Water  Pollution  Control Act (Clean Water Act), 33 USC
                         ss.ss. 1251 et seq.;

               (ii)      Comprehensive Environmental Response,  Compensation and
                         Liability Act (CERCLA), 42 USC ss.ss. 9601 et seq.;

               (iii)     Alaska Statutes Sec.  46.03.822  (Strict  Liability for
                         Release of Hazardous Substances);

               (iv)      Resource  Conservation and Recovery Act (RCRA),  42 USC
                         ss.ss. 6901 et seq.;

               (v)       Clean Air Act, 42 USCss.ss.7401 et seq.;

               (vi)      Endangered Species Act, 16 USCss.ss.1531 et seq.;

               (vii)     General Mining Law, 30 USC Chaps. 2,11,12,12A,15,16 and
                         ss.ss. 151 and 162; and

                                                                               
any other federal,  state or local law (including  without  limitation  state or
federal  common  law)  concerning   hazardous,   toxic  or  waste  materials  or
substances, protection or reclamation of land, water, air or the environment, or
land management,  now existing or hereafter enacted or created, any amendment to
or reauthorization thereof, and all administrative rules, orders and regulations
promulgated  pursuant thereto  (collectively  "Environmental  Laws"), and (2) is
based  on  activities  conducted  or  occurring  on or in  relation  to the Real
Property  before or after the Closing Date.  Buyer hereby  releases any cause of
action or claim against Sellers which it now has or may hereafter  acquire under
any Environmental Laws (including,  without limitation, any such cause of action
or claim for  contribution  or cost  recovery  under  CERCLA)  arising out of or
relating to  activities  conducted  or  occurring  on or in relation to the Real
Property  before or after the Closing Date.  This  indemnification  excludes any
fines 

                                       25
<PAGE>

or monetary civil penalties which are excepted from  application of Section 2.2;
and

          (c) Any  actions,   Judgments,  and   expenses  (including  reasonable
attorneys fees and all other expenses  incurred in  investigating,  preparing or
defending any litigation or proceeding, commenced or threatened) incident to any
of the foregoing or the enforcement of this Section 7.2.

     7.3 Representation, Cooperation and Settlement.

          (a) A party seeking  indemnification  pursuant to this Article VII (an
"Indemnitee")   shall  give  prompt  written  notice  to  the  party  from  whom
indemnification  is sought (an  "Indemnitor") of any claim asserted against such
Indemnitee  which  might give rise to a claim by such  Indemnitee  against  such
Indemnitor based on these indemnity provisions,  stating the nature and basis of
the claim and the amount (or a good faith estimate) thereof.

          (b) An Indemnitor  shall have full  responsibility  and authority with
respect to the disposition of any action,  suit or proceeding brought against an
Indemnitee  with respect to which such Indemnitor may have liability under these
indemnity provisions (an "Action");  provided that if such Indemnitor shall fail
or refuse to exercise such responsibility and authority within a reasonable time
after receiving notice from the Indemnitee of such Action,  then such Indemnitee
may do so at such  Indemnitor's  expense.  If any Action is  brought  against an
Indemnitee  which is defended by an Indemnitor,  such Indemnitee  shall have the
right, at its own expense,  to be represented by counsel of its own choosing and
with whom  counsel  for such  Indemnitor  shall  confer in  connection  with the
defense of any such Action.  If an Action is brought by a third  party,  each of
the  Indemnitee  and  Indemnitor   shall  make  available  to  the  counsel  and
accountants  of the other all of its books and records  relating to such Action,
and the parties agree to render to each other such  assistance as may reasonably
be  requested  in order to insure the proper  and  adequate  defense of any such
Action.  With regard to  litigation  of third parties for which the Buyer or the
Sellers is entitled to indemnification,  such  indemnification  shall be paid by
the indemnifying  party upon: (i) the entry of a Judgment against the Indemnitee
and the  expiration  of any  applicable  appeal  period;  (ii)  the  entry of an
unappealable  Judgment or final appellate  Judgment  against the Indemnitee;  or
(iii) a settlement with the

                                       26
<PAGE>

consent of the  Indemnitor,  which consent shall not be  unreasonably  withheld,
provided  that no such  consent  need be  obtained  if the  Indemnitor  fails or
refuses to respond to the notice, as provided above.

     7.4 Determination of Indemnification Amounts and Related Matters.

          (a) The  respective  liability of either  Buyer or Sellers  under this
Article VII shall be limited to Losses exceeding in the aggregate  $100,000 (the
"Deductible"), and the Indemnitor shall have no liability under this Article VII
for Losses constituting the Deductible.

          (b) Losses  indemnified  under  this  Article  VII shall  not  include
consequential damages.

          (c) In calculating  amounts  payable to an Indemnitee  hereunder,  the
amount of the indemnified Losses shall be reduced by the amount of any insurance
proceeds paid to the Indemnitee for such Losses.

                                  ARTICLE VIII

                   COVENANTS OF THE PARTIES AFTER THE CLOSING

     8.1 Further Assurances.  From time to time after the Closing Date, upon the
request of the Buyer,  the  Sellers  shall (i) make  available  to the Buyer any
records,  documents or other information  relating to the Assets and retained by
the  Sellers  and  (ii)  execute,  deliver  and  acknowledge  all  such  further
instruments  of transfer and  conveyance  and take all such other actions as the
Buyer may reasonably require to more effectively  transfer the Sellers' Interest
in the Assets to the Buyer.  The parties  further agree to execute,  deliver and
acknowledge  all other  documents  which are  necessary or  reasonable  to fully
consummate this Purchase Agreement and the purposes of the parties hereunder.

     8.2 Delivery of Payments  and  Documents.  From and after the Closing,  the
Sellers,  as promptly as  practicable  after receipt  thereof,  shall,  properly
endorse  (if  necessary)  and  deliver to the Buyer any  payments  or  documents
received by the Sellers on account of any item constituting a part of the Assets
or otherwise

                                       27

<PAGE>

relating to the Kensington Venture.

                                   ARTICLE IX

                                 MISCELLANEOUS

     9.1 Publicity.

          (a) This  Purchase  Agreement  shall not be  recorded,  and  except as
provided in Section 9.1(b),  its provisions shall not be disclosed by any party,
or by its directors,  officers,  or representatives,  without the consent of the
other party,  except for enforcement by judicial process.  However,  the Sellers
and the Buyer shall  consult and  cooperate  with each other with respect to the
content and timing of any press releases and other public announcements, and any
oral  or  written  statements  to the  Sellers'  or  the  Buyer's  employees  or
stockholders   concerning   this  Purchase   Agreement   and  the   transactions
contemplated  hereby.  Neither  the  Sellers  nor the Buyer  shall make any such
release,  announcement,  or statements  without the prior written consent of the
other, which shall not be unreasonably withheld or delayed;  provided,  however,
that the Sellers and the Buyer may at any time make any announcement required by
any Law or  Environmental  Law so long as such party,  promptly upon learning of
such  requirement,  notifies the other of such requirement and consults with the
other in good faith with respect to the wording of such announcement.

          (b) The parties at Closing shall execute a Memorandum of this Purchase
Agreement  in the form of Exhibit F attached  hereto,  which shall be  forthwith
recorded by Buyer in the records of the City and Borough of Juneau,  Alaska, and
a photo copy of the recorded form shall be provided to Sellers.  Photocopies  of
that  Memorandum may be delivered by either of the parties to such other parties
as Buyer or Sellers may choose.

     9.2 Notices.  All  notices,  requests,  demands  and  other  communications
hereunder  shall be in  writing  and shall be deemed to have been duly given and
received  upon  receipt  on a  business  day,  and on the next  business  day if
delivered on other than a business day, prepaid in all cases other than telefax,
addressed to the other party at the following  addresses,  or telefax numbers in
the case of a telefax  (or at such other  address or telefax  number as shall be
given in writing by any party to the others):

                                       28
<PAGE>

          If to the Buyer, to:

                           Coeur Alaska, Inc.
                           505 Front Avenue
                           Post Office I
                           Coeur d'Alene, Idaho 83814
                           Telephone (208) 667-3511
                           Telefax (208) 667-2213
                           Attn: Dennis E. Wheeler
                                 Chairman, President and
                                 Chief Executive Officer

                           With a copy to:

                           William F. Boyd, Esq.
                           Coeur d'Alene Mine Corporation
                           505 Front Avenue
                           Post Office I
                           Coeur d'Alene, Idaho 83814
                           Telephone (208) 667-0613
                           Telefax (208) 765-2943

                                      and

                           Walter Freedman, Esq.
                           Freedman, Levy, Kroll & Simonds
                           1050 Connecticut Avenue, N.W.
                           Suite 825
                           Washington, D.C. 20036
                           Telephone (202) 457-5101
                           Telefax (202) 457-5151

          If to the Sellers, to:

                           Echo Bay Mines
                           370 Seventeenth Street (Suite 4050)
                           Denver, Colorado 80202
                           Telephone (303) 592-8055
                           Telefax (303) 892-5615
                           Attn: Richard C. Kraus
                                 President and
                                 Chief Executive Officer

                                       29
<PAGE>

                           with a copy to:

                           Echo Bay Mines
                           370 17th Street (Suite 4050)
                           Denver, Colorado  80202
                           Telephone  (303) 592-8000
                           Telefax (303) 592-8070
                           Attn:  Vice President and Controller

                                      and

                           Echo Bay Alaska Inc.
                           3100 Channel Drive, Suite #2
                           Juneau, Alaska  99801
                           Telephone  (907)586-4161
                           Telefax (907) 463-5740
                           Attn:  General Manager

     9.3 Successors  and Assigns.  This  Purchase  Agreement and  all rights and
powers  granted hereby shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns.

     9.4 Governing  Law.  This  Purchase  Agreement  shall be  governed  by  and
interpreted  in accordance  with the internal laws but not the conflicts of laws
rules of the State of Alaska.

     9.5 Pre-closing Casualty Loss. If there occurs Loss or damage to any of the
Personal  Property  in which the  Sellers'  Interest  in Assets is to be sold to
Buyer  hereunder,  or to any of the surface  facilities  upon the Real Property,
resulting  from  fire,  theft,  earthquake,  flood,  storm,  explosion  or other
casualty subsequent to the date of this Purchase Agreement and prior to Closing,
the Purchase  Price for the Sellers'  Interest in the Assets shall be reduced by
50% of the amount of loss of value of those Assets caused by such  casualty.  If
the  parties  are unable to agree  upon that loss of value they shall  select an
independent  appraiser to designate it, and the costs of the appraisal  shall be
borne equally by them.

     9.6 Removal of Indicia. As soon as practicable,  but not later than 45 days
after the Closing,  the Buyer will remove,

                                       30

<PAGE>
obliterate  or destroy and no longer use any of the Sellers'  identification  or
trademarks,  signs  or  emblems  of  any  kind  and  character,  located  at the
facilities or offices of the Kensington  Project or elsewhere,  or on the Assets
or used in the sale of Products of the Real Property.

     9.7 Counterparts.  This  Purchase  Agreement  may be  executed in  multiple
counterparts,  each of which  shall be deemed an  original,  but which  together
shall constitute one and the same instrument.

     9.8 Amendment.  To  be effective,  any amendment or waiver to this Purchase
Agreement must be in writing and signed by the party against whom enforcement of
the same is sought.

     9.9 Severability.  If any portion of this Purchase  Agreement shall for any
reason  be  held  by a  court  of  competent  jurisdiction  to  be  invalid  and
unenforceable,  the valid and  enforceable  provisions will continue to be given
effect and bind the parties hereto.

     9.10 Entire  Agreement.  This  Purchase  Agreement  and  the  Exhibits  and
Schedules hereto, each of which is hereby incorporated  herein, set forth all of
the promises,  covenants,  agreements,  conditions and undertakings  between the
parties  hereto with respect to the subject  matter  hereof,  and  supersede all
prior  and  contemporaneous   agreements  and  understandings,   inducements  or
conditions, express or implied, oral or written.

     This Venture  Termination and Asset Purchase  Agreement  executed as of the
date first stated above.

Attest:                    COEUR ALASKA, INC.

/s/William F. Boyd         By:/s/Dennis E. Wheeler
- ------------------         -----------------------
William F. Boyd              Dennis E. Wheeler
Secretary                    Chairman, President and
                             Chief Executive Officer

                                       31
<PAGE>

Attest:                    ECHO BAY ALASKA INC.

/s/Terry N. Fiske          By: /s/Peter H. Cheesbrough
- -----------------          ---------------------------
Asst. Secretary
                             Peter H. Cheesbrough
                             Senior Vice President and
                             Chief Financial Officer

Attest:                    ECHO BAY EXPLORATION INC.

/s/Terry N. Fiske          By: /s/Peter H. Cheesbrough
- ------------------         ---------------------------
Asst. Secretary
                             Peter H. Cheesbrough
                             Senior Vice President and
                             Chief Financial Officer

Full performance and  satisfaction by Buyer of all obligations  representations,
warranties,  covenants, and indemnifications  pursuant to the foregoing Purchase
Agreement is unconditionally guaranteed by Coeur D'Alene Mines Corporation.

Attest:                    COEUR D'ALENE MINES CORPORATION

/s/William F. Boyd         By:/s/Dennis E. Wheeler
- ------------------         -----------------------
William F. Boyd              Dennis E. Wheeler
Secretary                    Chairman, President and
                             Chief Executive Officer


                                       32
<PAGE>

Full performance and satisfaction by Sellers of all obligations representations,
warranties,  covenants, and indemnifications  pursuant to the foregoing Purchase
Agreement is unconditionally guaranteed by Echo Bay Mines Ltd.

Attest:                    ECHO BAY EXPLORATION INC.

/s/Terry N. Fiske          By: /s/Peter H. Cheesbrough
- ------------------         ---------------------------
Asst. Secretary
                             Peter H. Cheesbrough
                             Senior Vice President and
                             Chief Financial Officer

                                       33

<PAGE>
                                   EXHIBIT A
                                       TO
                              VENTURE TERMINATION
                                      AND
                            ASSET PURCHASE AGREEMENT

                                      DEED

     This  Deed  dated  and  effective  ________________,  1995  from  Echo  Bay
Exploration Inc. and Echo Bay Alaska Inc.  (collectively the "Sellers"),  each a
Delaware  corporation  qualified  to do  business  in the State of Alaska,  with
offices at 3100 Channel  Drive,  Juneau,  Alaska 99801,  to Coeur  Alaska,  Inc.
("Buyer"),  a Delaware  corporation  qualified  to do  business  in the State of
Alaska, with offices at 505 Front Avenue, Coeur d'Alene, Idaho 83814.

     For  $100.00  and other good and  valuable  consideration,  the receipt and
adequacy of which are acknowledged,  Sellers grant, transfer and convey to Buyer
all of Sellers'  right,  title and interest  (being an undivided  50%) in and to
those  real  properties  in the  Juneau  Recording  District,  State  of  Alaska
described in Attachment I (the "Properties"),  to have and to hold to Buyer, its
successors and assigns.

     This Deed is granted  pursuant to a Venture  Termination and Asset Purchase
Agreement  between  Buyer  and  Sellers  dated as of June 30,  1995,  ("Purchase
Agreement"),  a  memorandum  of which is to be  recorded  in the  records of the
Juneau Recording District,  State of Alaska. Pursuant to the Purchase Agreement,
Sellers  represent  that the interest  conveyed  hereby is free and clear of all
liens,  interests and claims of third parties  created or claimed by, through or
under Sellers other than the following:

     a.  Liens  arising  from or imposed by the  conduct of the  business of the
         Kensington   Venture,    including   without    limitation,    inchoate
         materialmen's, mechanic's, workmen's, repairmen's or other like liens;

     b.  Liens for taxes not yet delinquent;

     c.  Rights  reserved by any  government  authority to regulate the affected
         Properties;

                                       34
<PAGE>

     d.  Interests  of  lessors  of  leased   Properties  and  liens,   security
         interests, or other encumbrances affecting their interests; and

     e.  Any liens that do not in any material  respect,  individually or in the
         aggregate,  adversely  affect  or  impair  the  value  or  use  of  the
         Properties as currently  being used for the  Kensington  Venture in the
         ordinary course of its business.

     Sellers do not make and Sellers disclaim any and all warranties, express or
implied,  with respect to the validity or status of the patented and  unpatented
mining  and  millsite  claims,  state  claims,  and  agreements  (for  which  no
representation  or  warranty  of  assignability  is  given),   their  condition,
serviceability  or  fitness  for a  particular  purpose.  Sellers  give no other
representations  or  warranties,  but Buyer  shall  have full  substitution  and
subrogation  in and to all rights and actions in warranty which Sellers may have
as to the Properties.

     Sellers  agree to execute  and deliver  any  additional  document or do any
other  act as may be  necessary  to carry  out the  intent  of this Deed and the
Purchase Agreement,  including,  without  limitation,  execution of a corrective
Deed if errors in the descriptions are disclosed for any of the Properties.

     Executed and delivered as of the date first stated above.

Attest:                    ECHO BAY ALASKA INC.


- ---------------------      By:---------------------------
Asst. Secretary              Richard C. Kraus
                             President and Chief Executive
                             Officer

                                       35
<PAGE>

Attest:                    ECHO BAY EXPLORATION INC.

- ---------------------      By:----------------------------
Asst. Secretary               Richard C. Kraus
                              President and Chief Executive
                              Officer

                                ACKNOWLEDGMENTS

STATE OF COLORADO               )
CITY AND                        ) ss:
COUNTY OF DENVER                )

On this ______ day of __________,1995, before me, personally appeared Richard C.
Kraus, who acknowledged  himself to be President and Chief Executive  Officer of
Echo Bay Alaska Inc., a Delaware corporation, and that he, as such President and
Chief  Executive  Officer  being  authorized  to do so  executed  the  foregoing
instrument  for the  purpose  therein  contained,  by  signing  the  name of the
corporation.

- ---------------------------
Notary Public
Commission Expires:--------------


STATE OF COLORADO               )
CITY AND                        ) ss:
COUNTY OF DENVER                )

On this ______ day of __________,1995, before me, personally appeared Richard C.
Kraus, who acknowledged  himself to be President and Chief Executive  Officer of
Echo Bay  Exploration  Inc.,  a  Delaware  corporation,  and  that  he,  as such
President and Chief  Executive  Officer  being  authorized to do so executed the
foregoing  instrument for the purpose therein contained,  by signing the name of
the corporation.

- ---------------------------
Notary Public
Commission Expires:--------------

                                       36
<PAGE>

                                   EXHIBIT B
                                       TO
                              VENTURE TERMINATION
                                      AND
                            ASSET PURCHASE AGREEMENT

                                  BILL OF SALE


     In consideration of $100.00 and other valuable  consideration,  the receipt
and adequacy of which are  acknowledged,  ECHO BAY EXPLORATION INC. and ECHO BAY
ALASKA  INC.,  herein  referred to as Sellers,  hereby sell and deliver to COEUR
ALASKA,  INC.,  herein referred to as Buyer,  all of Sellers'  right,  title and
interest in that personal property described in Attachment I hereto,  located at
the Kensington Mine site [general map location U.S.G.S. Quadrangle Juneau (D-4),
Alaska],  except as otherwise  indicated on Attachment  I, which was  heretofore
owned by or held for the use of the  Kensington  Venture,  in  which  Buyer  and
Sellers were  participants.  The Kensington Venture has been terminated and this
Bill of Sale is made  pursuant  to a  Venture  Termination  and  Asset  Purchase
Agreement dated June 30, 1995 among Buyer and Sellers.

     This Bill of Sale is without  warranty of title  except  that the  personal
property is free and clear of all liens,  interests  and claims of third parties
created or claimed by,  through or under Sellers other than  Permitted  Liens as
defined in the Venture Termination and Asset Purchase Agreement.  The Sellers do
not make and Sellers disclaim any and all warranties,  express or implied,  with
respect to the  condition  or  serviceability  of the  personal  property or its
fitness for a particular  purpose,  and Sellers  convey and deliver the personal
property  to the Buyer  where  is, as is,  with all  defects,  deficiencies  and
faults.  Some  of the  personal  property  is in  fair  to  poor  condition  and
inoperable.

                                       37
<PAGE>

IN WITNESS  WHEREOF,  Echo Bay  Exploration  Inc., and Echo Bay Alaska Inc. have
executed this Bill of Sale on July _____, 1995.

                                       ECHO BAY EXPLORATION INC.
                                       ECHO BAY ALASKA INC.

                                       By:-------------------------
                                       Title:----------------------

STATE OF COLORADO               )
CITY AND                        ) ss:
COUNTY OF DENVER                )

     THIS IS TO  CERTIFY  that on this  _____ day of July,  1995,  before me the
undersigned, a Notary Public in and for the State of Colorado, duly commissioned
and       sworn,        personally       appeared        ______________________,
___________________________  of Echo Bay  Exploration  Inc.  and Echo Bay Alaska
Inc.,  to me known and known to me to be the identical  individual  described in
and who  executed  the within BILL OF SALE and  acknowledged  that he signed the
same as his free and voluntary act and deed,  for the uses and purposes  therein
mentioned.

     WITNESS  my hand and  official  seal the day,  month,  and year last  above
written.

                                               --------------------------------
                                               Notary Public, State of Colorado
                                               My Commission Expires:___________

                                       38
<PAGE>

                                   EXHIBIT C

                                       TO
                              VENTURE TERMINATION
                                      AND
                            ASSET PURCHASE AGREEMENT


                                  ROYALTY DEED

          This Royalty Deed, effective  _________,  1995 (the "Effective Date"),
by Coeur Alaska,  Inc., a Delaware  corporation  with  executive  offices at 505
Front Avenue, Coeur d'Alene, Idaho 83814 ("Coeur") to Echo Bay Exploration Inc.,
a Delaware  corporation  with executive  offices at Suite 4050, 370 17th Street,
Denver, Colorado 80202 ("Echo Bay").

                                    Recitals

          Coeur  and Echo Bay are  parties  to a Venture  Termination  and Asset
Purchase  Agreement,  dated  as of June 30,  1995  (the  "Purchase  Agreement"),
pursuant to which Echo Bay and its affiliate  Echo Bay Alaska Inc. have sold and
Coeur has purchased Echo Bay's and Echo Bay Alaska Inc.'s combined undivided 50%
interest in certain real  properties in Juneau,  Alaska,  formerly  constituting
assets of the Kensington  Venture  between those parties,  which  properties are
described in Attachment I to this Royalty Deed (the  "Properties").  Pursuant to
the  Purchase  Agreement,  and as part of the  consideration  for  that  sale of
interests  to Coeur,  Coeur  agreed to convey to Echo Bay a Net Returns  Royalty
interest in 100% of gold produced from the  Properties to a maximum of 1,000,000
troy ounces of gold.

                                    Royalty

          For valuable  consideration,  the receipt and sufficiency of which are
acknowledged, Coeur hereby grants and covenants to Echo Bay as follows:

                                       39
<PAGE>

     1. Grant of Royalty Interest.  Coeur hereby grants and conveys to Echo Bay,
its  successors  and assigns,  a Net Returns  Royalty in gold  produced from the
Properties,  payable  on the  terms and  conditions  herein  specified.  The Net
Returns  Royalty  payable  to Echo Bay  shall be  equal  to the  Effective  Rate
(defined  in Section 3) of Net  Returns  (defined in Section 4) from the sale or
deemed sale of all gold and gold-bearing substances in any form, including dore,
other  concentrates,  smelted or refined  product or bullion  produced  from the
Properties ("Gold Minerals").

     2. Commencement of Royalty Payments and Termination of Royalty. Payments of
the Net Returns  Royalty shall commence when Coeur shall have received  Proceeds
equal to the sum of Thirty Two Million  Five  Hundred  Thousand  (U.S.)  Dollars
($32,500,000) plus Coeur's Construction Investment (the two amounts collectively
referred to as "Recoupment").  The Net Returns Royalty shall terminate when Echo
Bay shall have received  payments of Net Returns  Royalty on sale of one million
troy  ounces  of gold or  contained  gold in Gold  Minerals  produced  from  the
Properties.  As used in this Royalty Deed, "Proceeds" means (i) the total of Net
Returns  (as defined in Section 4) received  by Coeur,  and its  successors  and
assigns  as  owners  of the  Properties,  from the sale or  deemed  sale of Gold
Minerals  from the  Properties , (ii) any revenue  from sale of capital  assets,
equipment  and  machinery the cost or amortized  cost or  depreciation  of which
shall have been  included  in  Coeur's  Construction  Investment,  and (iii) any
insurance  proceeds for which the premium was  included in Coeur's  Construction
Investment.

Proceeds  shall be a credit for Recoupment  whether  received by Coeur before or
after Commencement of Commercial Production.

As used in this  Royalty  Deed,  "Coeur's  Construction  Investment"  means  the
following   expenditures   determined  in  accordance  with  generally  accepted
accounting  principles  for metallic  mining  ventures  within the United States
applied on a consistent basis (hereinafter "GAAP"),  which are incurred by Coeur
after the Effective Date:

          (a) Direct capital costs for the construction of a mine and processing
facility on the  Properties,  incurred prior

                                       40
<PAGE>

to the  Commencement  of Commercial Production (defined below) including:

               (i)    construction of a mine and mill,  beneficiation  facility,
                      or processing  plant to produce and mill, treat or process
                      Gold Minerals produced from the Properties;

               (ii)   mining  and  milling  or other  processing  equipment  and
                      machinery  for the  facilities  referred to in  subsection
                      2.(a)(i); and

               (iii)  construction of ancillary works such as roads,  utilities,
                      tailings disposal facilities, and camp facilities to serve
                      the Properties.

          (b)  The  following  operating  costs  incurred  by  Coeur  after  the
Commencement of Commercial Production and prior to Recoupment:

               (i)    Mining Costs.  Costs  incurred by Coeur in exploring  for,
                      mining,  extracting,  removing and  transporting to a mill
                      Gold  Minerals  produced from the  Properties.  Such costs
                      shall  include,  without  limitation,  those  incurred for
                      labor,  machinery  operation,  fuel,  explosives and other
                      materials,  exploration  drilling,  developmental  or  ore
                      delineation  drilling,   allowance  for  depreciation  and
                      amortization  of mining  equipment and machinery  acquired
                      after the Commencement of Commercial  Production,  payment
                      of  other  royalties   burdening  the  Properties  on  the
                      Effective   Date,  and  an  allowance  for  future  costs,
                      (pro-rata based upon recoverable  ounces of gold in proven
                      and probable  reserves as  determined  by the  feasibility
                      study)  anticipated  to be incurred by Coeur in reclaiming
                      the  Properties in  accordance  with  applicable  laws and
                      regulations.  Mining costs shall not include  depletion or
                      income taxes.

               (ii)   Milling and Processing Costs. Costs incurred in milling or
                      processing  Gold Minerals  produced from the Properties at
                      Coeur's mill or

                                       41
<PAGE>

                      produced  from the  Properties  at Coeur's mill or central
                      processing  facility  utilized  by Coeur to  process  Gold
                      Minerals   produced   from   the   Properties,   if   any,
                      (hereinafter referred to as the "Mill").

               (iii)  General and Administrative Costs. Costs properly allocable
                      to  the   administration   of  the  Properties,   and  the
                      production of Gold Minerals  therefrom,  but not including
                      any general and administrative costs incurred with respect
                      to  operations  of Coeur or its  affiliates  not  directly
                      related to the  administration  of the  Properties  or the
                      production of Gold Minerals therefrom.

               (iv)   Selling  Costs.  Costs  incurred  in  connection  with the
                      marketing of Gold Minerals  produced  from the  Properties
                      other than any costs deducted pursuant to subsection 4(b).

               (v)    Taxes.  All taxes levied against Coeur's  operation of the
                      Properties,   excluding   income   taxes   and  any  taxes
                      deductible under subsection 4(b)(iii) but including mining
                      and property

          (c) Exploration and Development  Costs.  Costs incurred by Coeur after
the Effective  Date hereof and prior to  Commencement  of Commercial  Production
with  respect  to  exploring  and  developing  the  Properties  and all  matters
connected therewith including, but not limited to, costs relating to geological,
geochemical and geophysical  studies,  exploration and  developmental  drilling,
sampling and assaying,  mine design and  development,  acquisition  of mining or
processing equipment or machinery, direct expenses of making application for and
obtaining   environmental  and  regulatory  permits  from  government   agencies
(including reasonable attorney's fees, but excluding expenses of negotiations or
obligations  attributable  to agreements or  concessions  to private  parties or
non-governmental  organizations  other than for bona fide  services or materials
for  exploration or development  of the  Properties),  and any other

                                       42

<PAGE>
costs which would be included  within mining costs and/or milling and processing
costs  if  such  costs  were  incurred  after  the  Commencement  of  Commercial
Production.

If any of the costs otherwise includible in Coeur's Construction  Investment are
incurred  partly for the benefit of any other  properties or interests of Coeur,
only the  portion of such  costs  reasonably  attributable  to  development  and
operation of the Properties in accordance with GAAP shall be included in Coeur's
Construction Investment.

As used in this Royalty Deed,  "Commencement of Commercial Production" means the
earliest to occur of:

               (1)    the  first  day  of the  calendar  quarter  following  the
                      quarter  in which  from the  Properties  or Gold  Minerals
                      produced  therefrom  are  produced  for a period of thirty
                      consecutive  days at a production  rate of at least 90% of
                      the design capacity of the Production Facility, or

               (2)    the date when Coeur  declares  Commencement  of Commercial
                      Production for its  accounting,  corporate  reporting,  or
                      announcement purposes.

By the 30th day after each  calendar  quarter,  commencing  the third quarter of
1995, until Commencement of Commercial  Production,  Coeur shall provide to Echo
Bay a detailed  account,  certified by Coeur's chief financial  officer,  of all
costs  included in the accrual of Coeur's  Construction  Investment  during that
quarter.  Coeur shall notify Echo Bay of the date on which the  Commencement  of
Commercial Production occurs within 30 days after of such occurrence,  and Coeur
shall  provide to Echo Bay with such notice (i) a statement  of the total amount
of Coeur's Construction  Investment and (ii) a detailed account certified by its
chief  financial  officer,  of  all  costs  included  in  Coeur's   Construction
Investment,  which may include by  incorporation  the prior  quarterly  reports.
After Commencement of Commercial  Production and before commencement of payments
upon the Net Returns Royalty,  Coeur will provide to Echo Bay detailed quarterly
accounts by the 30th day following each calendar  quarter,  certified by Coeur's
chief  financial  officer,  showing  the  amounts  and basis of  credits  toward
Recoupment until

                                       43
<PAGE>

Recoupment   is  achieved.   All  accounts  and  records  of  Coeur  from  which
calculations  of Coeur's  Construction  Investment  and Recoupment are or may be
made or  verified  shall be kept in  accordance  with  GAAP,  and they  shall be
retained for not less than one year after Recoupment has been achieved. All such
accounts and records shall be available upon reasonable notice and at reasonable
times for audit by Echo Bay or on its behalf.

     3. Royalty Rate. The rate of Net Returns  Royalty  payable to Echo Bay (the
"Effective  Rate")  shall  vary  with the  Monthly  Average  Gold  Price for the
calendar month in which the royalty accrues, as follows:

                    Monthly Average                  Effective Rate
                    Gold Price
                    ---------------                  ---------------
                    Less than $400                           0%
                    $400 - $424.99                         1.0%
                    $425 - $449.99                         1.5%
                    $450 - $474.99                         2.0%
                    $475 and greater                       2.5%

As used in this  Royalty  Deed,  "Monthly  Average  Gold  Price"  shall mean the
average London Bullion Market Association P.M. Gold Fix,  calculated by dividing
the sum of all such prices reported for the calendar month by the number of days
for which such prices were reported.  If the London  Bullion Market  Association
P.M. Gold Fix ceases to be published, all such references shall be replaced with
references  to  prices  of  gold  for  immediate  delivery  in the  most  nearly
comparable  established  market as such prices are published in Metals Week or a
similar publication.

     4. Determination  of  Net Returns Royalty  Payments.  The amount of the Net
Returns  Royalty payable to Echo Bay shall be equal to the Effective Rate of Net
Returns.  As used in this Royalty Deed,  "Net  Returns"  means the Gross Returns
less Allowable Deductions.

          a) As used in this Royalty Deed, "Gross Returns" means:

               (i)    If Coeur causes  refined gold (meeting the  specifications
                      of the London Bullion Market

                                       44
<PAGE>

                      Association)  to be  produced  from  ores  mined  from the
                      Properties,  the refined gold shall be deemed to have been
                      sold at the  Monthly  Average  Gold Price for the month in
                      which it was  produced,  and the  Gross  Returns  shall be
                      determined  by  multiplying  Gold  Production  during  the
                      calendar month by the Monthly  Average Gold Price. As used
                      herein,  "Gold  Production"  shall  mean the  quantity  of
                      refined   gold   outturned   to  Coeur's   account  by  an
                      independent  third-party  refinery for gold  produced from
                      the  Properties  during  the  calendar  month on  either a
                      provisional or final settlement basis.

               (ii)   If Coeur sells other Gold Minerals  such as ores,  dore or
                      concentrates  produced from ores mined from the Properties
                      to an unaffiliated third party, the Gross Returns shall be
                      equal  to  the  gross  amount  of  the  proceeds  actually
                      received  by  Coeur  from the  sale of such  ore,  dore or
                      concentrate.

               (iii)  If Coeur sells other Gold Minerals  such as ores,  dore or
                      concentrates  produced from ores mined from the Properties
                      to  an  affiliated  party,  the  Gross  Returns  shall  be
                      determined as provided in Subsections 4(a)(i) based on the
                      quantity  of  gold,   contained  in  such  ores,  dore  or
                      concentrates  actually  received by Coeur from the sale of
                      such ore, dore, or concentrates.

     If outturn of refined gold is made by an  independent  third party refinery
on a provisional basis, the Gross Returns shall be based upon the amount of such
provisional  settlement,  but shall be  adjusted  in  subsequent  statements  to
account for the amount of refined gold  established by final  settlement by such
refinery.

          (b) As used in this Royalty  Deed,  "Allowable  Deductions"  means the
following costs,  charges and expenses paid or incurred by Coeur with respect to
produced Gold Minerals after such Gold Minerals leave the Properties:

               (i)    third-party charges for treatment in 

                                       45
<PAGE>

                      milling,   smelting   or  refining   processes   including
                      sampling,  assaying and representation  costs,  penalties,
                      and other processor deductions;

               (ii)   actual costs of  transportation  of Gold Minerals from the
                      Properties to the place of treatment and then to the place
                      of sale; and

               (iii)  sales, use, severance, net proceeds of mine, and any other
                      tax on or measured by  production  of Gold  Minerals  (but
                      excluding any tax on net income).

     5. Trading  Activities.  Coeur  shall  have the right to engage  in forward
sales,  future trading or commodity  options  trading,  and other price hedging,
price protection,  and speculative arrangements ("Trading Activities") which may
involve the possible  delivery of gold,  produced from the Properties.  Echo Bay
shall not be entitled to participate in the proceeds or be obligated to share in
any losses generated by Coeur's Trading Activities.

     6. Payment of Royalty. The Net Returns Royalty shall become due and payable
quarterly on the last day of the calendar  month next  following the last day of
the calendar  quarter in which the same accrues.  Net Returns  Royalty  payments
shall be accompanied by a statement  showing in reasonable detail the quantities
and grades of the Gold Minerals produced and sold or deemed sold by Coeur in the
preceding  calendar  quarter;  the average  monthly  price  determined as herein
provided  for  refined  gold on which  Net  Returns  Royalty  is due;  Allowable
Deductions;  and other pertinent information in sufficient detail to explain the
calculation of the Net Returns Royalty payment.

     7. Royalty on Stockpiled Dore. Each quarterly  royalty statement shall also
list the  quantity  and  quality  of any gold dore  which has been  retained  as
inventory  for more than 60 days.  Echo Bay shall have 15 days after  receipt of
the statement to either:

          (a) request  that the dore be deemed  sold as  provided in  Subsection
4(a) above as of such  fifteenth  day  utilizing the mine weights and assays for
such dore and utilizing a deemed charge for Allowable Deductions, which shall be
based upon the

                                       46
<PAGE>

most recent charges to Coeur for such services by an  unaffiliated  third party;
or

          (b) elect to wait until the time that  refined  gold from such dore is
actually outturned to Coeur or such dore is sooner sold by Coeur.

The  failure  of Echo Bay to respond  within  such time shall be deemed to be an
election under  Subsection  7(b) above. No Net Returns Royalty shall be due with
respect  to  stockpiles  of ores or  concentrates  unless and until such ores or
concentrates are actually sold.

     8. Audit, Challenge and Finality of Royalty Payments. All books and records
used by Coeur to calculate  the Net Returns  Royalty shall be kept in accordance
with  GAAP.  Echo Bay  shall  have the  right,  upon  reasonable  notice  and at
reasonable  times,  to have  conducted an audit of Coeur's  accounts and records
relating to the calculation of the Net Returns  Royalty,  by an independent firm
of  certified  public  accountants  reasonably  acceptable  to  Coeur.  If  such
independent  audit  determines  that there has been a deficiency or an excess in
the  payment  made to Echo Bay such  deficiency  or excess  shall be resolved by
adjusting the next quarterly Net Returns Royalty payment due hereunder. Echo Bay
shall pay all costs of such audit unless a deficiency  of ten percent or more of
the amount due is determined  to exist.  Coeur shall pay the costs of such audit
if a deficiency of ten percent or more of the amount due is determined to exist.
All  Net  Return  Royalty  payments  shall  be  considered  final  and  in  full
satisfaction  of all  obligations of Coeur with respect  thereto unless Echo Bay
gives Coeur written notice describing and setting forth a specific  objection to
the  calculation  thereof  within  one  year  after  receipt  by Echo Bay of the
quarterly statement.  Failure on the part of Echo Bay to make claim on Coeur for
adjustment in the one-year period  specified in this section shall establish the
correctness of such  statement and preclude the filing of exceptions  thereto or
making of claims for adjustment thereon.


     9.  Operations.  Coeur,  by the  grant  of  this  Net  Returns  Royalty  or
otherwise,  shall not be deemed subject to any duty to diligently explore for or
produce Gold Minerals from the Properties,  and the timing,  manner,  method and
amounts of such

                                       47

<PAGE>

exploration  and production  shall be in the sole discretion of Coeur.

     10. Commingling of Production. Upon advance notice to Echo Bay, Coeur shall
have the right to commingle any Gold Minerals or from the Properties with , like
Gold Minerals and produced from other properties, provided that such commingling
is accomplished  after such ores, Gold Minerals or have been weighed or measured
and sampled in accordance with sound mining and metallurgical practices. Any Net
Returns  Royalty due  hereunder  shall be  determined  by  equitable  allocation
between Gold  Minerals and from the  Properties  and like Gold Minerals and from
other  properties  in  accordance  with  sound   accounting  and   metallurgical
practices.  The practices  and  procedures  to be utilized for  commingling  and
allocation  shall be approved in advance by Echo Bay which approval shall not be
unreasonably  withheld.  Echo Bay shall be afforded  reasonable  opportunity  to
observe and verify those processes and practices in operation.

     11. Notices.  All notices required or permitted to be given hereunder shall
be given in writing and shall be sent by the parties by  registered or certified
mail,  telex,  facsimile  transmission  or by  express  delivery  service to the
address  set forth  below or to such  other  address  as either  party may later
designate by like notice to the other:

     Coeur:

     Coeur  Alaska,  Inc.
     505 Front  Avenue  
     Coeur  d'Alene,  Idaho 83814
     Attn: President

     Echo Bay:

     Echo Bay Exploration Inc
     Suite 4050, 370 17th Street
     Denver, Colorado 80202

     Attn:  President

All notices  required or permitted to be given hereunder shall be deemed to have
been given on the date of receipt if received  on a business  day or on the next
business day following receipt if received on other than a business day.

                                       48
<PAGE>

     12. Assignment.  Echo Bay may freely  assign or  encumber  its  Net Returns
Royalty and its rights under this Royalty Deed.

     13. Governing  Law. This Royalty Deed and the rights and obligations of the
parties  hereunder shall be governed by the laws of the State of Alaska,  except
its rules pertaining to conflict of laws.

IN WITNESS WHEREOF, Coeur has executed this Royalty Deed on ________,  1995, but
effective as of the Effective Date.

                           COEUR ALASKA, INC.

                           By:
                           -----------------------
                             Dennis E. Wheeler
                             Chairman, President and
                             Chief Executive Officer


Attest:                                         


- ------------------    
William F. Boyd       
Secretary             
                      
STATE OF   ___________   )
                         ) ss.
COUNTY OF  __________    )

     The  foregoing  Royalty Deed was  acknowledged  before me this day of June,
1995,  by  Dennis E.  Wheeler,  the  Chairman,  President,  and Chief  Executive
Officer, and William F. Boyd, the Secretary, respectively, of Coeur Alaska Inc.

     Witness my hand and official seal.
     My commission expires:--------------
                                               -------------------------
                                               Notary Public

                                       49
<PAGE>
                                   EXHIBIT D

                                       TO
                              VENTURE TERMINATION
                                      AND
                            ASSET PURCHASE AGREEMENT


                        MUTUAL GENERAL RELEASE AGREEMENT

     THIS MUTUAL GENERAL RELEASE AGREEMENT,  dated as of ______,  1995 among the
following parties:

     Coeur Alaska,  Inc. ("Coeur  Alaska"),  a Delaware  corporation,  and Coeur
d'Alene Mines Corporation,  an Idaho corporation,  those two herein collectively
"Coeur," with  executive  offices at 505 Front Street,  Post Office Box I, Coeur
d'Alene, Idaho 83814;

                                     -and-

     Echo Bay Alaska Inc.  ("Echo Bay  Alaska")  and Echo Bay  Exploration  Inc.
("Echo Bay Exploration"),  each a Delaware corporation with executive offices at
370 17th Street, Suite 4050, Denver,  Colorado 80202; and Echo Bay Mines Ltd., a
Canada  corporation  with offices at 1210  Manulife  Place,  10180 - 101 Street,
Edmonton, Alberta T5J3S4, those three herein collectively "Echo Bay."

                                    Recitals

     Echo Bay Alaska,  Echo Bay  Exploration  and Coeur  Alaska are parties to a
Venture  Termination  and Asset Purchase  Agreement,  dated as of June 30, 1995,
(the "Purchase  Agreement") relating to the sale by Echo Bay to Coeur of certain
undivided  property  interests  held by Echo Bay as tenant in common  with Coeur
pursuant to an Amended Venture  Agreement,  dated as of November 1, 1990 between
Coeur  Alaska,   Echo  Bay  Alaska,  and  Echo  Bay  Exploration  (the  "Venture
Agreement").

     The  venture  formed  pursuant to the Venture  Agreement  (the

                                       50
<PAGE>

"Kensington Venture") engaged in the exploration, evaluation, and development of
mineral resources on lands within the City and Borough of Juneau, Alaska.

     Certain   controversies  and  claims  exist  between  Coeur  and  Echo  Bay
concerning their respective performances pursuant to the Venture Agreement,  and
on April 18, 1995,  Echo Bay  commenced an action for  Declaratory  Judgment and
Injunction Relief in the Superior Court for the State of Alaska,  First Judicial
District at Juneau, Case No. IJU-95-831,  captioned:  Echo Bay Alaska,  Inc., v.
Coeur Alaska, Inc.

     Echo Bay and  Coeur  desire  to settle  Case No.  IJU-95-831  and all other
claims and  controversies  between them both asserted and unasserted,  including
without limitation all claims arising or which could arise out of and related to
the  Venture  Agreement,  the  Kensington  Venture  and  the  properties  of the
Kensington Venture.

     Pursuant  to Section  2.11 of the  Purchase  Agreement,  Echo Bay and Coeur
desire to execute this Mutual General Release Agreement.

     Now, therefore, in consideration of the covenants set forth in the Purchase
Agreement,  the transactions  consummated  pursuant thereto,  and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged by
the parties, Echo Bay and Coeur agree as follows:

                                   Agreement

1. Release  by  Echo  Bay.  Echo  Bay,  for  itself,  its  successors,  assigns,
subsidiaries,  parent  companies,  affiliated  companies,  officers,  directors,
employees,  and  agents,  releases  and  discharges  Coeur  and its  successors,
assigns,  subsidiaries,   parent  companies,   affiliated  companies,  officers,
directors,  employees and agents,  whether present or past, from and against any
and  all  causes  of  action,  judgments,   claims,  rights,  damages,  charges,
liabilities,  and demands of any nature  whatsoever,  whether  known or unknown,
asserted or unasserted  arising out of or related to the subject  matter of Case
No. IJU-95-831, the  Venture Agreement,  the Kensington  Venture, or the status,
condition or operation of the properties of the Kensington  Venture,  except and
only to the extent  otherwise  

                                       51
<PAGE>

created,  preserved  or provided by the  Purchase Agreement.

2. Release by Coeur. Coeur, for itself, its successors,  assigns,  subsidiaries,
parent companies,  affiliated companies,  officers,  directors,  employees,  and
agents  releases  and  discharges   Echo  Bay  and  its   successors,   assigns,
subsidiaries,  parent  companies,  affiliated  companies,  officers,  directors,
employees  and  agents,  whether  present or past from and  against  any and all
causes of action, judgments, claims, rights, damages, charges,  liabilities, and
demands  of any  nature  whatsoever,  whether  known  or  unknown,  asserted  or
unasserted  arising  out of or  relating  to the  subject  matter  of  Case  No.
IJU-95-831,  the Venture  Agreement or the  Kensington  Venture,  or the status,
condition or operation of the properties of the Kensington  Venture,  except and
only to the extent created, preserved or provided by the Purchase Agreement.

3. Motion to Dismiss.  Simultaneously  with the execution of this Mutual General
Release Agreement,  Echo Bay Alaska and Coeur Alaska shall execute a Stipulation
of Dismissal  with prejudice for filing in Case No.  IJU-95-831,  in the form of
Attachment I to this Mutual General Release Agreement.  Echo Bay and Coeur shall
file the Motion and  Stipulation  for Dismissal With Prejudice with the court no
later than the third day on which the court is open for business  following  the
date of execution of this Mutual General Release Agreement.

4. No Admission of  Liability.  Neither the Purchase  Agreement  nor this Mutual
General  Release  Agreement  shall be deemed an admission by either party of any
wrongdoing or liability of any nature.

5. Confidentiality.  The terms of this  Mutual General Release Agreement will be
maintained in confidence and will not be disclosed to third  parties,  except to
the  extent  that such  disclosure  is  authorized  by the  Purchase  Agreement,
submitted to judicial  process,  or ordered by a court of law in  litigation  or
specifically required by applicable statute, government rule, regulation.

6.  Governing  Law.  This Mutual  General  Release  Agreement and the rights and
obligations of the parties  hereunder shall be governed by the laws of the State
of Alaska.

                                       52
<PAGE>

7. Binding Effect.  This Mutual General Release  Agreement shall be binding upon
and  inure  to the  benefit  of  the  parties  and  their  successors,  assigns,
subsidiaries,  parent  companies,  affiliated  companies,  officers,  directors,
employees and agents.

8. Entire  Agreement.  This Mutual  General  Release  Agreement and the Purchase
Agreement  represent and express the entire agreement of the parties hereto with
respect to the subject matter of this Mutual General  Release  Agreement and may
be  modified  or changed  only by a written  instrument  signed on behalf of all
parties.  No waiver by either party,  whether express or implied,  of any of the
provisions of this Mutual General Release  Agreement or of any breach or default
of either party,  shall constitute a continuing  waiver or a waiver of any other
provision of this Mutual General Release Agreement, and no such waiver by either
party shall  prevent such party from  enforcing  any and all  provisions of this
Mutual General Release  Agreement or from acting upon the same or any subsequent
breach or default of the other party.

9. Parties.  All singular references herein to either Coeur or Echo Bay shall be
to all parties included in the designation of that  identification  set forth in
the  introductory  paragraph of this Mutual  General  Release  Agreement.  Coeur
d'Alene Mines Corporation and Echo Bay Mines Ltd are not parties to the Purchase
Agreement  nor  to  the  Venture  Agreement,  but  they  are  guarantors  of the
performance  of the Purchase  Agreement by Coeur Alaska,  Inc.,  and by Echo Bay
Exploration Inc. and Echo Bay Alaska Inc.,  respectively,  and they join in this
Mutual General Release  Agreement  because of their status as respective  parent
companies of the other parties hereto and to extinguish any basis of controversy
or claim which might be asserted against them also.

10. Additional Assurances. The parties authorize and instruct their attorneys of
record to file all  documents  necessary  for the entry of an order of dismissal
with prejudice of Case No. IJU-95-831.  The parties agree to take all additional
actions and execute any  additional  documents  reasonably  necessary to achieve
such  dismissal  or the intent  and  purposes  of this  Mutual  General  Release
Agreement.

                                       53
<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have executed this Mutual General
Release Agreement on the date first above stated.

Attest:                    ECHO BAY ALASKA INC.


- ---------------------      By:---------------------------
Asst. Secretary              Richard C. Kraus
                             President and Chief Executive
                             Officer


Attest:                    ECHO BAY EXPLORATION INC.

- ---------------------      By:----------------------------
Asst. Secretary               Richard C. Kraus
                              President and Chief Executive
                              Officer

Attest:                    ECHO BAY MINES LTD.

- ---------------------      By:----------------------------
Asst. Secretary               Richard C. Kraus
                              President and Chief Executive
                              Officer


Attest:                    COEUR ALASKA, INC.

- ------------------         By:----------------------------
Secretary                    Dennis E. Wheeler, Chairman
                             President and Chief
                             Executive Officer


                                       54
<PAGE>

Attest:                    COEUR D'ALENE MINES CORPORATION

- ------------------         By:----------------------------
Secretary                    Dennis E. Wheeler, Chairman
                             President and Chief
                             Executive Officer

                                       55
<PAGE>
                                   EXHIBIT E

                                       TO
                              VENTURE TERMINATION
                                      AND
                            ASSET PURCHASE AGREEMENT

                  SUBSTITUTION OF PARTY AND COUNSEL IN APPEAL


                                       56
<PAGE>
                  IN THE SUPREME COURT OF THE STATE OF ALASKA

ALASKANS FOR JUNEAU, HAINES ANB      )
AND ANS CHAPTER 5, JUNEAU AUDUBON    )
SOCIETY, LYNN CANAL CONSERVATION     )
SOCIETY, INC., AND SOUTHEAST         )
ALASKA CONSERVATION COUNCIL, INC.,   )
                                     )
                    Appellants,      )
                                     )
         v.                          )
                                     )
CITY AND BOROUGH OF JUNEAU AND       )               Supreme Court No. S-6330
THE KENSINGTON VENTURE,              )
                                     )               Superior Court No. 
                    Appellees.       )               IJU-93-669-CI
- -------------------------------------

                    STIPULATION FOR SUBSTITUTION OF COUNSEL

          Pursuant to Alaska R. App. P. 517(b), the parties formerly  comprising
the Kensington Venture (Echo Bay Alaska Inc. and Coeur Alaska,  Inc.), and their
respective counsel, hereby stipulate that Mr. David Crosby of Wickwire,  Greene,
Crosby, Brewer & Seward, P.C., (who hereby enters his appearance in this matter)
is  substituted  as  counsel  for  appellee,  the now non-  existent  Kensington
Venture,  the assets of which have been transferred to Coeur Alaska, Inc., which
Mr. Crosby represents.

          Effective June 30, 1995, the venture agreement  pursuant to which Echo
Bay Alaska Inc.  and Coeur  Alaska,  Inc.  constituted  the  Kensington  Venture
business  arrangement was terminated and Echo Bay Alaska Inc.'s interest therein
transferred to Coeur Alaska, Inc. The Kensington mine project, therefore, is now

                                      E-1
<PAGE>

wholly owned by Coeur Alaska, Inc.  Accordingly,  as is required under Alaska R.
App. P. 517(a),  a motion to  substitute  parties has been filed in the superior
court. When a certified copy of an order  substituting  Coeur Alaska,  Inc., for
the Kensington  Venture has been obtained from the superior  court,  counsel for
Coeur  Alaska,  Inc.  will file it in this  Court,  along  with a proper  motion
seeking substitution of Coeur Alaska, Inc. for the Kensington Venture as a party
appellee.

          Neither  this  stipulation  nor the  motion to be filed to  substitute
parties has any bearing whatever on the  consolidated  appeal (Supreme Court No.
S-6710)  concerning the AJ mine project.  The parties to that appeal, as well as
their counsel, remain the same.

                  Dated this ----- day of July, 1995

      
ECHO BAY ALASKA INC.                             COEUR ALASKA, INC.

By:                                              By:
- ---------------------------                      ------------------------
Peter H. Cheesbrough                                 James A. Sabala
Senior Vice President and                            Senior Vice President and
  Chief Financial Officer                              Chief Financial Officer


- ---------------------------                      ------------------------
James F. Clark                                   David C. Crosby
Of Attorneys for Echo Bay                        Of Attorneys for 
Alaska Inc.                                      Coeur Alaska, Inc.

                               IT IS SO ORDERED.

Dated ------------------------                   -------------------------
                                                 Supreme Court Justice

                                      E-2
<PAGE>

                  IN THE SUPERIOR COURT OF THE STATE OF ALASKA
                       FIRST JUDICIAL DISTRICT AT JUNEAU


ALASKANS FOR JUNEAU, HAINES ANB      )
AND ANS CHAPTER 5, JUNEAU AUDUBON    )
SOCIETY, LYNN CANAL CONSERVATION     )
SOCIETY, INC., AND SOUTHEAST         )
ALASKA CONSERVATION COUNCIL, INC.,   )
                                     )
                    Appellants,      )
                                     )
         v.                          )
                                     )
CITY AND BOROUGH OF JUNEAU AND       )               Supreme Court No. S-6330
THE KENSINGTON VENTURE,              )
                                     )               Superior Court No. 
                    Appellees.       )               IJU-93-669-CI
- -------------------------------------


                          MOTION TO SUBSTITUTE PARTIES

          COMES  NOW,  Echo  Bay  Alaska  Inc.,  formerly  a 50%  owner  of  the
Kensington  Venture project,  by and through counsel,  and pursuant to Alaska R.
Civ. P. 77, and in accordance with Alaska R. App. P. 517(a),  moves the superior
court to substitute  Coeur Alaska,  Inc., for the Kensington  Venture as a party
appellee,  and to issue an order to that effect,  for transmittal to the Supreme
Court,  where appellants' appeal of the superior court's decision in this matter
is now pending  (Supreme  Court No.  S-6330).  This  substitution  of parties is
necessary  because  the  Kensington   Venture  business   arrangement  has  been
terminated and Coeur

                                      E-3
<PAGE>

Alaska,  Inc., is now the sole owner of the Kensington mine project.

          This motion is  supported  by the  attached  memorandum  of points and
authorities with affidavit, and is accompanied by a proposed order.

          Respectfully  submitted,  this  -----  day of July,  1995.  

                                             ROBERTSON, MONAGLE & EASTAUGH, P.C.

                                             By:-------------------------------
                                                 James F. Clark
                                                 Of Attorneys for 
                                                 Echo Bay Alaska Inc.

                                      E-4
<PAGE>

                  IN THE SUPERIOR COURT OF THE STATE OF ALASKA
                       FIRST JUDICIAL DISTRICT AT JUNEAU


ALASKANS FOR JUNEAU, HAINES ANB      )
AND ANS CHAPTER 5, JUNEAU AUDUBON    )
SOCIETY, LYNN CANAL CONSERVATION     )
SOCIETY, INC., AND SOUTHEAST         )
ALASKA CONSERVATION COUNCIL, INC.,   )
                                     )
                    Appellants,      )
                                     )
         v.                          )
                                     )
CITY AND BOROUGH OF JUNEAU AND       )               Supreme Court No.
THE KENSINGTON VENTURE,              )
                                     )               Superior Court No. 
                    Appellees.       )               IJU-93-669-CI
- -------------------------------------


               MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF
                          MOTION TO SUBSTITUTE PARTIES

          This matter is now pending  before the Alaska  Supreme Court  (Supreme
Court No. S-6330).  Substitution of parties is necessary  because the Kensington
Venture,  which is listed as a party appellee, has ceased to exist. Alaska Rules
of Appellate  Procedure rule 517(a) provide as follows:  

          Whenever a  substitution  of parties to a pending  appeal is necessary
          other than by reason of death, it shall be made by proper  proceedings
          instituted  for the purpose in the trial court.  On proper  motion and
          the filing of a certified  copy of the order of  substitution  made by
          the trial  court,  a like order of  substitution  shall be made in the
          appellate court.

          Thus,  an order  substituting  parties must be obtained from the

                                      E-5
<PAGE>

trial court before the Supreme Court will enter an order  substituting  parties.
Although  the  superior  court  heard  this  matter in its role as an  appellate
reviewer of administrative decisions,  there is no other forum involved that can
be likened to a trial court. The City and Borough of Juneau (CBJ) Assembly heard
the matter as an administrative  appeal of the CBJ Planning  Commission's permit
decision, and the commission is not a quasi-judicial tribunal. Moreover, the CBJ
appeals procedure code does not provide a procedural  mechanism for substitution
of  parties.  See CBJ  01.50.010  et  seq.  Echo  Bay  Alaska  Inc.,  therefore,
respectfully  requests  that the  superior  court  order  substitution  of Coeur
Alaska,  Inc., for the Kensington  Venture.  Coeur Alaska, Inc. consents to this
substitution. See Affidavit of Terry N. Fiske [Fiske Aff.] at 3.

Effective June 30, 1995, the venture agreement  pursuant to which the Kensington
Venture business  arrangement  existed was terminated and Echo Bay Alaska Inc.'s
interest  therein  transferred  to  Coeur  Alaska,  Inc.  Fiske  Aff.  at 2. The
Kensington mine project,  therefore,  is now wholly owned by Coeur Alaska,  Inc.
Fiske Aff. at 2. Echo Bay Alaska  Inc.,  formerly a 50% owner of the  Kensington
mine project,  no longer has an ownership interest in the mine, nor will it be a
party to the CBJ large mine permit, the conditional use review process for which
is the subject of this appeal. Fiske Aff. At 2.

          Echo Bay Alaska Inc. is no longer operator of the Kensington  Venture.
Fiske Aff. at 2. Echo Bay Alaska Inc.'s counsel, who represented Echo Bay Alaska
Inc. as operator for the venture in this appeal,  will not be representing Coeur
Alaska, Inc. A 

                                      E-6
<PAGE>

stipulation to that effect, substituting Coeur Alaska, Inc.'s own
counsel for Echo Bay Alaska Inc.'s has been filed in the Supreme Court.

          For the foregoing reasons,  Echo Bay Alaska Inc. respectfully requests
that the Court order  substitution  of Coeur Alaska,  Inc.,  for the  Kensington
Venture as a party appellant.

          Respectfully submitted, this ------- Day of July, 1995.

                                  
                                             ROBERTSON, MONAGLE & EASTAUGH, P.C.

                                             By:-------------------------------
                                                 James F. Clark
                                                 Of Attorneys for 
                                                 Echo Bay Alaska Inc.

                                      E-7
<PAGE>

                  IN THE SUPERIOR COURT OF THE STATE OF ALASKA

                       FIRST JUDICIAL DISTRICT AT JUNEAU


ALASKANS FOR JUNEAU, HAINES ANB      )
AND ANS CHAPTER 5, JUNEAU AUDUBON    )
SOCIETY, LYNN CANAL CONSERVATION     )
SOCIETY, INC., AND SOUTHEAST         )
ALASKA CONSERVATION COUNCIL, INC.,   )
                                     )
                    Appellants,      )
                                     )
         v.                          )
                                     )
CITY AND BOROUGH OF JUNEAU AND       )               Supreme Court No.
THE KENSINGTON VENTURE,              )
                                     )               Superior Court No. 
                    Appellees.       )               IJU-93-669-CI
- -------------------------------------




                          AFFIDAVIT OF TERRY N. FISKE

STATE OF ALASKA                )
                               ) ss.
FIRST JUDICIAL DISTRICT        )


          I, TERRY N. FISKE, being first duly sworn, on oath state as follows:

          1. I am Vice  President  and General  Counsel (USA) of Echo Bay Alaska
Inc. 

          2.  Echo  Bay  Alaska  Inc.  formerly  owned  a 50%  interest  in  the
Kensington mine project,  as a co-venturer with Coeur Alaska,  Inc., pursuant to
an  amended  venture  agreement.   That  amended  venture  agreement  terminated
effective  June 30, 1995,  when Echo Bay Alaska Inc's 50% interest in the assets
held by the

                                      E-8
<PAGE>

Kensington Venture business  arrangement were transferred to Coeur Alaska,  Inc.
Coeur Alaska,  Inc. now owns 100% of the Kensington  mine project.  As a result,
Echo Bay Alaska Inc. is no longer the operator for the Kensington Venture or the
mine project and has no interest in, nor will it be a party to, the  conditional
use permit from the City and Borough of Juneau for the Kensington mine project.


          3. Coeur Alaska, Inc. has consented in the asset purchase agreement to
substitution of Coeur Alaska,  Inc., as a party appellee in this appeal,  in the
place of the Kensington Venture.

          FURTHER YOUR AFFIANT SAYETH NAUGHT.

          DATED this ----- Day of July, 1995.


                                           --------------------
                                           Terry N. Fiske

          SUBSCRIBED AND SWORN to before me this ----- Day of July, 1995.


                                           ---------------------
                                           Notary Public for Colorado
                                           My Commission Expires: ------------

                                      E-9
<PAGE>

                  IN THE SUPERIOR COURT OF THE STATE OF ALASKA

                       FIRST JUDICIAL DISTRICT AT JUNEAU


ALASKANS FOR JUNEAU, HAINES ANB      )
AND ANS CHAPTER 5, JUNEAU AUDUBON    )
SOCIETY, LYNN CANAL CONSERVATION     )
SOCIETY, INC., AND SOUTHEAST         )
ALASKA CONSERVATION COUNCIL, INC.,   )
                                     )
                    Appellants,      )
                                     )
         v.                          )
                                     )
CITY AND BOROUGH OF JUNEAU AND       )               Supreme Court No.
THE KENSINGTON VENTURE,              )
                                     )               Superior Court No. 
                    Appellees.       )               IJU-93-669-CI
- -------------------------------------


                          ORDER TO SUBSTITUTE PARTIES

     Echo Bay Alaska Inc.  having moved the Court to  substitute  Coeur  Alaska,
Inc., for the Kensington Venture as a party appellee, Coeur Alaska, Inc., having
consented to the substitution, and no opposition to the substitution having been
entered by appellants,

     IT IS ORDERED that Coeur Alaska,  Inc., is  substituted  for the Kensington
Venture as an appellee, and that henceforth the appellees in this matter consist
solely of the City and Borough of Juneau and Coeur Alaska, Inc.

                                                           -------------------
                                                           Michael A. Thompson
                                                           Superior Court Judge

                                      E-10
<PAGE>

                                   EXHIBIT F

                                       TO
                              VENTURE TERMINATION
                                      AND
                            ASSET PURCHASE AGREEMENT

                                   MEMORANDUM

     This  Memorandum  dated  _____,  1995 by Coeur  Alaska,  Inc.,  herein  the
"Buyer," a Delaware corporation with executive offices at 505 Front Avenue, Post
Office Box I, Coeur d'Alene, Idaho 83814; and Echo Bay Alaska Inc., herein "Echo
Bay Alaska", and Echo Bay Exploration Inc., herein "Echo Bay Exploration," those
two  collectively  herein  the  "Sellers,"  each  a  Delaware  corporation  with
executive offices at 370 17th Street,  Suite 4050,  Denver,  Colorado 80202, and
operating offices at 3100 Channel Drive, Juneau, Alaska 99801.

                                    RECITALS

     WHEREAS,  there has existed the Kensington  Venture  pursuant to an Amended
Venture Agreement dated November 1, 1990, a memorandum of which was recorded May
26,  1992 in Book 359 at Pages  776-805 of the  records of the Juneau  Recording
District,  State of Alaska, between Buyer and Echo Bay Exploration (the "Venture
Agreement"),  pursuant  to which each party  thereto  owned a 50%  Participating
Interest   therein   (defined  in  Section  1.18  of  the  Venture   Agreement),
representing  an  undivided  50%  ownership  interest in the Assets  (defined in
Section 1.5 of the Venture Agreement)as tenants in common; and

     WHEREAS,  Echo  Bay  Alaska  succeeded  to  certain  interests  of Echo Bay
Exploration in the Kensington Venture and the Venture  Agreement,  including the
position and functions of Operator of the  Kensington  Venture under the Venture
Agreement,  pursuant to an Agreement and Transfer between them dated January 31,
1991, approved by Seller on August 19, 1991; and

     WHEREAS, the Kensington Venture engaged in the exploration, evaluation, and
development  of  mineral  resources  within  the  real  property  in the  Juneau
Recording  District,  State  of  Alaska,  described  in  Attachment  I  to  this
Memorandum; and

                                       57
<PAGE>

     Whereas,  Buyer and Sellers have terminated the Kensington  Venture and the
Venture Agreement, and wish to give public notice thereof as follows:

                                     Notice

     A. Effective _______,  1995 the Kensington Venture was terminated  pursuant
to a Venture  Termination  and Asset  Purchase  Agreement  dated  June 30,  1995
between Buyer and Sellers (The "Purchase Agreement").

     B. Pursuant to the Purchase Agreement,  the interests of the Sellers in the
real property  owned by the  Kensington  Venture  described in Attachment I were
conveyed to Buyer, together with the personal property of the Kensington Venture
except for  miscellaneous  items of office equipment,  furniture,  computers and
accessories,  and certain automobiles  maintained in Juneau, Alaska in which the
interests of Buyer were conveyed to Sellers.

     C.  Sellers no longer  have any  interest  in the assets or business of the
former  Kensington  Venture,  as operator  or  otherwise,  except  pursuant to a
royalty  deed from  Buyer to Echo Bay  Exploration  Inc.  dated the date of this
Memorandum.

     D.  All  operational  and  financial   responsibilities   for  the  conduct
henceforth  of  activities  upon or for the  assets or  business  of the  former
Kensington Venture have been assumed by the Buyer as the sole owner thereof.

     E.  This  Memorandum  is for the  sole  purpose  of  public  notice  of the
termination  of the  Kensington  Venture,  and it shall have no effect  upon the
respective rights, obligations,  liabilities, and interests of Buyer and Sellers
pursuant to the Purchase  Agreement,  the provisions of which take priority over
any  interpretation  or  application  of this  Memorandum  as between  Buyer and
Sellers.

                                       58
<PAGE>

     Executed as of the date first stated above.

Attest:                    COEUR ALASKA, INC.

- ------------------         By:----------------------------
Secretary                    Dennis E. Wheeler, Chairman
                             President and Chief
                             Executive Officer


Attest:                    ECHO BAY ALASKA INC.


- ---------------------      By:---------------------------
Asst. Secretary              Richard C. Kraus
                             President and Chief Executive
                             Officer


Attest:                    ECHO BAY EXPLORATION INC.

- ---------------------      By:----------------------------
Asst. Secretary               Richard C. Kraus
                              President and Chief Executive
                              Officer


                                ACKNOWLEDGMENTS


STATE OF                   )
                           ) ss:
COUNTY OF                  )


On this ______ day of __________,1995,  before me, personally appeared Dennis E.
Wheeler, who acknowledged himself to be President,  Chairman and Chief Executive
Officer  of Coeur  Alaska,  Inc, a  Delaware  corporation,  and that he, as such
Chairman,  President  and Chief  Executive  Officer,  being  authorized to do so
executed the foregoing instrument for the purpose therein contained,  by signing
the name of the corporation.

                                       59
<PAGE>

STATE OF                   )
                           ) ss:
COUNTY OF                  )

On this ______ day of __________,1995, before me, personally appeared Richard C.
Kraus, who acknowledged  himself to be President and Chief Executive  Officer of
Echo Bay Alaska Inc., a Delaware corporation, and that he, as such President and
Chief  Executive  Officer  being  authorized  to do so  executed  the  foregoing
instrument  for the  purpose  therein  contained,  by  signing  the  name of the
corporation.


STATE OF                   )
                           ) ss:
COUNTY OF                  )

On this ______ day of __________,1995, before me, personally appeared Richard C.
Kraus, who acknowledged  himself to be President and Chief Executive  Officer of
Echo Bay  Exploration  Inc.,  a  Delaware  corporation,  and  that  he,  as such
President and Chief  Executive  Officer  being  authorized to do so executed the
foregoing  instrument for the purpose therein contained,  by signing the name of
the corporation.

                                       60




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