p.m. Pacific Time on July 31, 2001, this Warrant

 ALTA GOLD CO.
   FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 1996

                    EXHIBIT #2

       WARRANT TO PURCHASE 400,000 SHARES OF
            ALTA GOLD CO. COMMON STOCK
             GRANTED JUNE 28, 1996 TO
          STARTRONIX INTERNATIONAL, INC.

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.  NO SALE OR
DISPOSITION MAY BE EFFECTED WITHOUT (i) AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO,
(ii) AN OPINION OF COUNSEL FOR THE HOLDER,
REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A
NO-ACTION LETTER REASONABLY SATISFACTORY TO THE
COMPANY FROM THE SECURITIES AND EXCHANGE
COMMISSION OR (iv) OTHERWISE COMPLYING WITH THE
PROVISIONS OF SECTION 7 OF THIS WARRANT.

                ALTA GOLD CO.
          WARRANT TO PURCHASE SHARES
              OF COMMON STOCK

     THIS CERTIFIES THAT, for value received,
STARTRONIX INTERNATIONAL, INC. ("SII") or its
assigns is entitled to subscribe for and purchase
400,000 shares (as adjusted pursuant to Paragraph
4 hereof, the "Shares") of the fully paid and
nonassessable common stock, par value $0.001
("Common Stock"), of ALTA GOLD CO., a Nevada
corporation (together with its successors and
assigns, the "Company"), at the price of $4.00 per
Share (such price and such other price as shall
result, from time to time, from the adjustments
specified in Paragraph 4 hereof is herein referred
to as the "Warrant Price"), subject to the
provisions and upon the terms and conditions
hereinafter set forth.

1.   Term.
     -----  The purchase right represented by this
Warrant is exercisable, in whole or in part, at
any time, and from time to time, from and after
July 31, 1996 and until 5 p.m. Pacific Time on
July 31, 2001.  To the extent not exercised at 5
p.m. Pacific Time on July 31, 2001, this Warrant
shall completely and automatically terminate and
expire, and thereafter it shall be of no force or
effect whatsoever.

2.   Method of Exercise; Payment; Issuance of New
     --------------------------------------------
Warrant.
- -------

     (a)  The purchase right represented by this
Warrant may be exercised by the holder hereof, in
whole or in part and from time to time, by the
surrender of this Warrant (with the notice of
exercise form attached hereto as Exhibit "A" duly
executed) at the principal office of the Company
and by the payment to the Company of an amount, in
cash or other immediately available funds, equal
to the then applicable Warrant Price per share
multiplied by the number of Shares then being
purchased. Alternatively, the Warrant Price for
the Shares being purchased may be paid, in whole
or in part, by the delivery to the Company of
issued and outstanding shares of the common stock
of the Company which are owned by the holder of
this Warrant.  For purposes of the exercise of
this Warrant, the value of such shares of common
stock shall be deemed to be the average closing
price (as quoted in The Wall Street Journal) of
the publicly traded common shares of the Company
for the 20 business days immediately preceding the
date upon which the exercise form is actually
received

by the Company.  Certificates representing the
common shares of the Company delivered in
payment of the Warrant Price must accompany
the exercise form, and must be duly endorsed
in blank or be accompanied by appropriate
stock powers.  All such common shares must be free
and clear of all liens and encumbrances of every
type and description.

     (b)  The person or persons in whose name(s)
any certificate(s) representing shares of Common
Stock shall be issuable upon exercise of this
Warrant shall be deemed to have become the
holder(s) of record of, and shall be treated for
all purposes as the record holder(s) of, the
Shares represented thereby (and such Shares shall
be deemed to have been issued) immediately prior
to the close of business on the date or dates upon
which this Warrant is exercised.  Upon any
exercise of the rights represented by this
Warrant, certificates for the Shares purchased
shall be delivered to the holder hereof as soon as
possible and in any event within thirty days of
receipt of such notice and payment, and, unless
this Warrant has been fully exercised or expired,
a new Warrant representing the portion of the
Shares, if any, with respect to which this Warrant
shall not then have been exercised, shall also be
issued to the holder hereof as soon as possible
and in any event within such thirty day period. 

3.   Stock Fully Paid; Reservation of Shares.
     ----------------------------------------  All
Shares that may be issued upon the exercise of the
rights represented by this Warrant will, upon
issuance, be fully paid and nonassessable, and
free from all taxes, liens and charges with
respect to the issue thereof.  During the period
within which the rights represented by this
Warrant may be exercised, the Company will at all
times have authorized, and reserved for the
purpose of the issue upon exercise of the purchase
rights evidenced by this Warrant, a sufficient
number of shares of its Common Stock to provide
for the exercise of the rights represented by this
Warrant.

4.   Adjustment of Warrant Price and Number of
     -----------------------------------------
Shares.
- -------  The number and kind of securities
purchasable upon the exercise of this Warrant and
the Warrant Price shall be subject to adjustment
from time to time upon the occurrence of certain
events, as follows:

     (a)  Reclassification, Merger, Etc.
          ------------------------------  In case
of (i) any reclassification, reorganization,
change or conversion of securities of the class
issuable upon exercise of this Warrant (other than
a change in par value, or from par value to no par
value,or from no par value to par value, or as a
result of a subdivision or combination), (ii) any
merger or consolidation of the Company with or
into another corporation (other than a merger or
consolidation with another corporation in which
the Company is the acquiring and the surviving
corporation and which does not result in any
reclassification or change of outstanding
securities issuable upon exercise of this
Warrant), or (iii) any sale of all or
substantially all of the assets of the Company,
then the Company, or such successor or purchasing
corporation, as the case may be, shall duly
execute and deliver to the holder of this Warrant
a new Warrant or a supplement hereto (in form and
substance reasonably satisfactory to the holder of
this Warrant), so that the holder of this Warrant
shall have the right to receive, at a total
purchase price not to exceed that payable upon the
exercise of the unexercised portion of this
Warrant, and in lieu of the shares of Common Stock
theretofore issuable upon exercise of this
Warrant, the kind and amount of shares of stock,
other securities, money and property receivable
upon such reclassification, reorganization,
change, conversion, merger or consolidation by a
holder of the number of shares of Common Stock
then purchasable under this Warrant.  Such new
Warrant

shall provide for adjustments that shall
be as nearly equivalent as may be practicable to
the adjustments provided for in this Paragraph 4. 
The provisions of this subparagraph 4(a) shall
similarly apply to successive reclassifications,
reorganizations, changes, mergers, consolidations
and transfers.

     (b)  Subdivision or Combination of Shares.
          ------------------------------------- 
If the Company at any time while this Warrant
remains outstanding and unexpired shall subdivide
or combine its Common Stock, (i) in the case of a
subdivision, the Warrant Price shall be
proportionately decreased and the number of Shares
purchasable hereunder shall be proportionately
increased, and (ii) in the case of a combination,
the Warrant Price shall be proportionately
increased and the number of Shares purchasable
hereunder shall be proportionately decreased.

     (c)  Stock Dividends.
          ----------------  If the Company at any
time while this Warrant is outstanding and
unexpired shall(i) pay a dividend with respect to
Common Stock payable in Common Stock, or (ii) make
any other distribution with respect to Common
Stock (except any distribution specifically
provided for in the foregoing subparagraphs (a)
and (b)) of Common Stock, then the Warrant Price
shall be adjusted, from and after the date of
determination of shareholders entitled to receive
such dividend or distribution to a price
determined by multiplying the Warrant Price in
effect immediately prior to such date of
determination by a fraction (i) the
numerator of which shall be the total number of
shares of Common Stock outstanding immediately
prior to such dividend or distribution, and (ii)
the denominator of which shall be the total number
of shares of Common Stock outstanding immediately
after such dividend or distribution.  Upon each
adjustment in the Warrant Price pursuant to this
Paragraph 4(c), the number of Shares of Common
Stock purchasable hereunder shall be adjusted, to
the nearest whole share, to the product obtained
by multiplying the number of Shares purchasable
immediately prior to such adjustment in the
Warrant Price by a fraction, the numerator of
which shall be the Warrant Price immediately prior
to such adjustment and the denominator of which
shall be the Warrant Price immediately thereafter.

     (d)  No Impairment.
          --------------  The Company will not, by
amendment of its Articles of Incorporation or
through any reorganization, recapitalization,
transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to
be observed or performed hereunder by the Company,
but will at all times in good faith assist in the
carrying out of all the provisions of this
Paragraph 4 and in the taking of all such action
as may be necessary or appropriate in order to
protect the rights of the holder of this Warrant
against impairment.

5.   Notice of Adjustments.
     ----------------------  Whenever the Warrant
Price or the number of Shares purchasable
hereunder shall be adjusted pursuant to Paragraph
4 hereof, the Company shall prepare a certificate
signed by its chief financial officer setting
forth, in reasonable detail, the event requiring
the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated.

6.   Fractional Shares.
     ------------------  No fractional shares of
Common Stock will be issued in connection with any
exercise hereunder, but in lieu of such fractional
shares the Company shall make a cash payment
therefor based on the fair market value of the
Common Stock on the date of exercise as reasonably
determined in good faith by the Company's Board of
Directors.

7.   Compliance with Securities Act; Disposition
     -------------------------------------------
     of Warrant or Shares of Common Stock.
     -------------------------------------

     (a)  Compliance with Securities Act.
          -------------------------------  The
holder of this Warrant, by acceptance hereof,
agrees that this Warrant and the shares of Common
Stock to be issued upon exercise hereof are being
acquired for investment and that such holder will
not offer, sell or otherwise dispose of this
Warrant or any shares of Common Stock to be issued
upon exercise hereof except under circumstances
which will not result in a violation of applicable
securities laws.  Upon exercise of this Warrant,
unless the Shares being acquired are registered
under the Securities Act of 1933, as amended (the
"Act"), or an exemption from such registration is
available, the holder hereof shall confirm in
writing, by executing the form attached as
Schedule 1 to Exhibit "A" hereto, that the shares
of Common Stock so purchased are being acquired
for investment and not with a view toward
distribution or resale.  This Warrant and all
Shares issued upon exercise of this Warrant
(unless registered under the Act) shall be stamped
or imprinted with a legend in substantially the
following form:

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.  NO SALE OR
DISPOSITION MAY BE EFFECTED WITHOUT (i) AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO,
(ii) AN OPINION OF COUNSEL FOR THE HOLDER,
REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A
NO-ACTION LETTER REASONABLY SATISFACTORY TO THE
COMPANY FROM THE SECURITIES AND EXCHANGE
COMMISSION OR (iv) OTHERWISE COMPLYING WITH THE
PROVISIONS OF SECTION 7 OF THE WARRANT UNDER WHICH
THIS SECURITY WAS ISSUED."

     (b)  Disposition of Warrant or Shares.
          ---------------------------------  With
respect to any offer, sale or other disposition of
this Warrant or any shares of Common Stock
acquired pursuant to the exercise of this Warrant
prior to registration of such shares, the holder
hereof and each subsequent holder of this Warrant
agrees to give written notice to the Company prior
thereto,describing briefly the manner thereof,
together with a written opinion of such holder's
counsel, if reasonably requested by the Company,
to the effect that such offer, sale or other
disposition may be effected without registration
or qualification (under the Act as then in effect
or any federal or state law then in effect) of
this Warrant or such shares of Common Stock and
indicating whether or not under the Act
certificates for this Warrant or such shares of
Common Stock to be sold or otherwise disposed of
require any restrictive legend as to applicable
restrictions on transferability in order to insure
compliance with the Act.  Promptly upon receiving
such written notice and reasonably satisfactory
opinion, if so requested, the Company, as promptly
as practicable, shall notify such holder that such
holder may sell or otherwise dispose of this
Warrant or such shares of Common Stock, all in
accordance with the terms of the notice delivered
to the Company.  If a determination has been made
pursuant to this subparagraph (b) that the opinion
of counsel for the holder is not reasonably
satisfactory to the Company, the Company shall so
notify the holder promptly after such
determination has been made.  Notwithstanding the
foregoing, this Warrant or such shares of Common
Stock may be offered,sold or otherwise disposed of
in accordance with Rule 144 as promulgated under
the Act ("rule 144"), provided that the Company
shall have been furnished with such information as
the Company may reasonably request to provide a
reasonable assurance that the provisions of Rule
144 have been

satisfied.  Each certificate representing this
Warrant or the shares of Common Stock thus
transferred (except a transfer pursuant
to Rule 144) shall bear a legend as to the
applicable restrictions on transferability in
order to insure compliance with the Act, unless in
the aforesaid opinion of counsel for the holder,
such legend is not required in order to insure
compliance with the Act.  The Company may issue
stop transfer instructions to its transfer agent
in connection with such restrictions.

8.   Registration Rights.  
     --------------------

     (a)  Definitions.
          ------------  For purposes of this
 paragraph 8:

          (i)  The terms "register," "registered,"
                          --------    ----------
and "registration" refers to a registration
     ------------
effected by preparing and filing with the
Securities and Exchange Commission (the "SEC") a
registration statement on Form S-3, or on other
appropriate form selected by the Company in its
sole and absolute discretion, in compliance with
the Act, and the declaration or ordering of
effectiveness of such registration statement or
document;

          (ii) The term "Registrable Securities"
                         ----------------------
means the Common Stock actually issued upon the
exercise of this Warrant, or such other security
as is issued in exchange for or in replacement of,
the Shares, excluding in all cases, however, any
Registrable Securities acquired in a transaction
or series of transactions in which the rights
under this paragraph 8 were not assigned or were
not assignable;

          (iii)  The term "Registrable Securities
                           ----------------------
then outstanding"
- ----------------  means the shares of Common Stock
which are Registrable Securities and are then
issued and outstanding.

          (iv) The term "Holder"
                         ------  means any person
owning of record Registrable Securities that have
not been sold to the public pursuant to an
effective registration statement under the Act, or
pursuant to an exemption from the registration
requirements of the Act (including a sale pursuant
to Rule 144);

          (v)  The term "Form S-3"
                         --------  means such
form under the Act as in effect on the date
hereof, or any successor registration form under
the Act subsequently adopted by the SEC which
permits inclusion or incorporation of substantial
information by reference to other documents filed
by the Company with the SEC.

     (b)  Demand Registration.
          --------------------

          (i)  Request for Registration.
               -------------------------  If
the Company shall receive, at any time after the
date upon which there are at least 100,000
Registrable Securities then outstanding, a written
request from the Holders of at least fifty percent
(50%) of the Registrable Securities then
outstanding that the Company file a registration
statement under the Act covering the registration
of all or a portion of the Registrable Securities
then outstanding held by such Holders, and the
aggregate gross sales price of all Registrable
Securities expected to be registered is reasonably
expected to be greater than $500,000, then the
Company shall, within ten (10) days of the receipt
thereof, give written notice of such request to
all Holders and shall, subject to the limitations
of paragraph 8(b)(ii) file, as soon

as practicable, the registration under the Act
covering all Registrable Securities which the
Holders request to be included in such
registration within thirty (30) days of the
mailing of such notice by the Company.

          (ii) Underwriting Requirements.
               --------------------------  If
the Holders initiating the registration (the
"Initiating Holders") intend to distribute the
Registrable Securities covered by the registration
by means of an underwriting, they shall so advise
the Company as a part of their request made
pursuant to paragraph 8(b)(i), and the Company
shall include such information in the written
notice to other Holders referred to in such
paragraph.  In such event, the right of any Holder
to include such Holder's Registrable Securities in
the registration effected pursuant to this
paragraph 8 shall be conditioned upon such
Holder's participation in such underwriting and
the inclusion of such Holder's Registrable
Securities in the underwriting to the extent
provided herein.  All Holders proposing to
distribute their securities through such
underwriting shall (together with the Company as
provided in paragraph 8(c)) enter into an
underwriting agreement in reasonable and customary
form with the underwriter or underwriters selected
for such underwriting by the Initiating Holders
and approved by the Company, which approval shall
not be unreasonably withheld.  Notwithstanding any
other provision of this paragraph 8(b), if the
underwriter advises the Initiating Holders, in
writing, that marketing factors require a
limitation of the number of Registrable Securities
to be underwritten, then the Initiating Holders
shall so advise all Holders of Registrable
Securities which would otherwise be underwritten
pursuant to the provisions hereof, and the number
of shares of Registrable Securities that may be
included in the underwriting shall be allocated
among all Holders thereof in proportion (as nearly
as practicable) to the amount of Registrable
Securities then outstanding owned by each Holder.

          (iii)  Number of Demand
                 ----------------
Registrations.
- --------------  The Company is obligated to effect
only one registration pursuant to this paragraph
8(b).

          (iv) Expenses of Demand
               ------------------
Registration.
- -------------  All expenses, other than
underwriting discounts and commissions, incurred
in connection with the registration pursuant to
this paragraph 8(b), and related filings and
qualifications, including (without limitation) all
registration, filing and qualification fees,
printer's and accounting fees, and fees and
disbursements of counsel for the Company shall be
borne by the Company; provided, however, that the
Company shall not be required to pay for any
expenses of any registration proceeding begun
pursuant to this paragraph 8(b) if the
registration request is subsequently withdrawn at
the request of the Holders of at least 60% of the
Registrable Securities to be registered (in which
case the Holders requesting the withdrawal shall
bear such expenses, pro rata, based on the number
of Registrable Securities each was to include in
the registration).  The Holders of the Registrable
Securities to be registered shall, in any event,
bear and pay all costs, fees and expenses of
counsel for the selling Holders in connection with
any registration requested under this paragraph
8(b).

          (v)  Additional Limitations.
               ---------------------- 
Notwithstanding any provision of this paragraph 8
to the contrary, the Company shall not be
obligated to effect any requested registration: 
(1) if Form S-3 is not available for such offering
by the Holders; (2) if the Company would be
required to undertake an audit in addition to its
normal year-end audit, unless the Holders
requesting the registration agree to pay for such
audit, or unless the additional audit is
necessitated by the

Company's decision to delay the registration as
permitted by the following sentence.  The Company
may postpone the requested registration for a
period of time not to exceed four months if the
Board of Directors of the Company determines, in
good faith, and so notifies the Holders requesting
registration, that the registration at the
requested time would materially and adversely
affect the public market for the Company's
securities. 

     (c)  Obligations of the Company.
          ---------------------------  When
required under this paragraph 8 to effect the
registration of Registrable Securities, the
Company shall, as expeditiously as reasonably
possible:

          (i)  Prepare and file with the SEC
a registration statement with respect to such
Registrable Securities on Form S-3 or such similar
form of registration statement then in effect
which permits the incorporation by reference of
information periodically filed by the Company
pursuant to the requirements of the Securities
Exchange Act of 1934, and use reasonable
commercial efforts to cause such registration
statement to become effective promptly thereafter,
and to keep such registration statement effective
for up to 365 consecutive days in order to permit
the selling Holders to offer and sell such
Registrable Securities on a delayed or continuous
basis pursuant to Rule 415 of the Act to the
extent such Rule is then available;

          (ii) Prepare and file with the SEC
such amendments and supplements to such
registration statement and the prospectus used in
connection with such registration statement as may
be necessary to comply with the provisions of the
Act with respect to the disposition of all
securities covered by such registration statement;

          (iii)  Furnish to the selling
Holders such number of copies of a prospectus,
including a preliminary prospectus, in conformity
with the requirements of the Act, and such other
documents as they may reasonably request in order
to facilitate the disposition of Registrable
Securities owned by them and covered by the
registration statement filed pursuant to this
paragraph 8;

          (iv) Use reasonable commercial
efforts to register and qualify the securities
covered by such registration statement under such
other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by
the Holders, provided that the Company shall not
be required, in connection therewith or as a
condition thereto, to qualify to do business or to
file a general consent to service of process in
any such states or jurisdictions and, provided
further, that the Company shall not be required to
qualify securities in more than 10 states unless
the selling Holders pay the costs directly
associated with such additional qualifications;

          (v)  In the event of any
underwritten public offering, enter into and
perform its obligations under an underwriting
agreement, in usual, customary and commercially
reasonable form, with the managing underwriter(s)
of such offering.  Each selling Holder
participating in such underwriting shall also
enter into and perform its obligations under such
underwriting agreement;

          (vi) Notify each Holder of
Registrable Securities covered by such
registration statement, as promptly as possible,
at any time when a prospectus relating thereto is
required to be delivered under the Act, of the
happening of any event as a result of which the

prospectus included in such registration
statement, as then in effect, includes an untrue
statement of a material fact or omits to state a
material fact required to be stated therein or
necessary to make the statements herein not
misleading in the light of the circumstances then
existing;

          (vii)  Furnish, at the request of
any Holder requesting registration of Registrable
Securities pursuant to this paragraph 8, on the
date that such Registrable Securities are
delivered to the underwriters for sale in
connection with a registration pursuant to this
paragraph 8 (if such securities are being sold
through underwriters), or if such securities are
not being sold through underwriters, on the date
that the registration statement with respect to
such securities becomes effective, (i) an opinion,
dated as of such effective date, of the counsel
representing the Company for the purposes of such
registration, in form and substance as is
reasonably and customarily given to underwriters
in an underwritten public offering, addressed to
the underwriters, if any, and to the Holders
requesting registration of Registrable Securities
and (ii) a letter dated as of such date, from the
independent certified public accountants of the
Company, in form and substance as is reasonably
and customarily given by independent certified
public accountants to underwriters in an
underwritten public offering, addressed to the
underwriters, if any, and to the Holders
requesting registration of Registrable Securities;
provided that the Company need only use its
commercially reasonable efforts to furnish the
letter from the Company's accountants described in
the immediately preceding clause (ii).

     (d)  Obligations of Holders.
          -----------------------  It shall be a
condition precedent to the obligations of the
Company to take any action pursuant to this
paragraph 8 that the selling Holders shall furnish
to the Company, at their sole expense, such
information regarding themselves, the Registrable
Securities held by them, and the intended method
of disposition of such securities as shall be
required to effect the registration of their
Registrable Securities.

     (e)  Delay of Registration.
          ----------------------  No Holder shall
have any right to obtain or seek an injunction
restraining or otherwise delaying any such
registration as the result of any controversy that
might arise with respect to the interpretation or
implementation or this paragraph 8.

     (f)  Indemnification.
          ----------------  In the event any
Registrable Securities are included in a
registration statement under this paragraph 8:

          (i)  To the full extent permitted
by law, the Company will indemnify and hold
harmless each selling Holder, the partners,
agents, officers and directors of each selling
Holder, any underwriter (as defined in the Act)
for such Holder and each person, if any, who
controls such Holder or underwriter within the
meaning of the Act or the Securities Exchange Act
of 1934, as amended (the "1934 Act"), against any
losses, claims, damages, or liabilities (joint or
several) to which they may become subject under
the 1933 Act, the Act or other federal or state
law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise
out of or are based upon any of the following
statements, omissions or violations (collectively
a "Violation"): (i) any untrue statement or
alleged untrue statement of a material fact
contained in such registration statement,
including any preliminary prospectus or final
prospectus contained therein or any amendments or
supplements thereto, (ii) the omission or alleged
omission to state therein a material fact required
to be stated therein, or necessary to make the
statements therein not misleading, or (iii)

any violation or alleged violation by the Company
of the Act, the 1934 Act, any state securities law
or any rule or regulation promulgated under the
Act, the 1934 Act or any state securities law in
connection with the offering covered by such
registration statement; and the Company will
reimburse each such Holder, partner, agent,
officer or director, underwriter or controlling
person for any legal or other expenses reasonably
incurred by them in connection with investigating
or defending any such loss, claim, damage,
liability, or action; provided however, that the
indemnity agreement contained in this paragraph
8(f)(i) shall not apply to amounts paid in
settlement of any such loss, claim, damage,
liability, or action if such settlement is
effected without the consent of the Company (which
consent shall not be unreasonably withheld), nor
shall the Company be liable in any such case for
any such loss, claim, damage, liability, or action
to the extent that it arises out of or is based
upon a Violation which occurs in reliance upon and
in conformity with written information furnished
expressly for use in connection with such
registration by such Holder, partner, officer,
director, underwriter or controlling person of
such Holder.  Notwithstanding anything to the
contrary contained in this paragraph 8(b), this
indemnity shall not apply to a person indemnified
in this paragraph 8(f)(i) insofar  as it relates
to any untrue statement, alleged untrue statement,
omission or alleged omission made in a prospectus
used by such person after the Company has advised
such person in writing that the prospectus is out
of date or no longer accurate and the Company has
stated that the use of the prospectus should be
discontinued.

          (ii) To the extent permitted by
law, each selling Holder will indemnify and hold
harmless the Company, each of its directors, each
of its officers who have signed the registration
statement, each of the Company's agents, each
person, if any, who controls the Company within
the meaning of the Act, any underwriter and any
other Holder selling securities under such
registration statement or any of such other
Holder's partners, directors or officers or any
person who controls such Holder, against any
losses, claims, damages, or liabilities (joint or
several) to which the Company or any such
director, officer, agent, controlling person,
underwriter, or other such Holder, partner or
director, officer or controlling person of such
other Holder may become subject under the Act, the
1934 Act or other federal or state law, insofar as
such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are
based upon any Violation, in each case to the
extent (and only to the extent) that such
Violation occurs in reliance upon and in
conformity with written information furnished by
such Holder expressly for use in connection with
such registration; and each such Holder will
reimburse any legal or other expenses reasonably
incurred by the Company or any such director,
officer, controlling person, underwriter or other
Holder, partner, officer, agent, director, or
controlling person of such other Holder in
connection with investigating or defending any
such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement
contained in this paragraph 8(f)(ii) shall not
apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such
settlement is effected without the consent of the
Holder (which consent shall not be unreasonably
withheld).

          (iii)     Promptly after receipt by
an indemnified party under this paragraph 8(f) of
notice of the commencement of any action
(including any governmental action), such
indemnified party will, if a claim in respect
thereof is to be made against any indemnifying
party under this paragraph 8(f), deliver to the
indemnifying party a written notice of the
commencement thereof and the indemnifying party
shall have the right to participate in, and, to
the extent the indemnifying party so desires,
jointly with any other indemnifying party
similarly noticed, to assume the defense thereof

with counsel mutually satisfactory to the parties
provided, however, that an indemnified party shall
have the right to retain its own counsel, with the
reasonable fees and expenses to be paid by the
indemnifying party, if representation of such
indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to
actual or potential differing interests between
such indemnified party and any other party
represented by such counsel in such proceeding. 
The failure to deliver written notice to the
indemnifying party within a reasonable time of the
commencement of any such action, shall not relieve
such indemnifying party of any liability to the
indemnified party under this paragraph 8(f),
unless and to the extent that the indemnifying
party is materially prejudiced thereby, and the
omission so to deliver written notice to the
indemnifying party will not relieve it of any
liability that it may have to any indemnified
party otherwise than under this paragraph 8(f).

          (iv) The foregoing indemnity
agreements of the Company and Holders are subject
to the condition that, insofar as they relate to
any Violation made in a preliminary prospectus but
eliminated or remedied in the amended prospectus
on file with the SEC at the time the registration
statement in question becomes effective or the
amended prospectus filed with the SEC pursuant to
SEC Rule 424(9) (the "Final Prospectus"), such
indemnity agreement shall not inure to the benefit
of any person if a copy of the Final Prospectus
was furnished to the person asserting the loss,
liability, claim or damage at or prior to the time
such action is required by the Act.

          (v)  The obligations of the Company
and Holders under this paragraph 8(f) shall
survive the exercise of this Warrant, the
completion of any offering of Registrable
Securities in the registration statement under
this paragraph 8, and otherwise.

     (g)  Assignment of Registration Rights.
          ----------------------------------  The
rights to cause the Company to register
Registrable Securities pursuant to this paragraph
8 may be assigned by a Holder to a transferee or
assignee of at least 25,000 Registrable
Securities.  The Company shall be furnished,
within a reasonable time after such transfer, with
written notice of the name and address of such
transferee or assignee and the securities with
respect to which such registration rights are
being assigned.

     (h)  Suspension of Registration Rights.
          ----------------------------------
Provided that there then exists an active public
trading market for the Company's Common Stock, the
registration rights contained in this paragraph 8
shall be suspended as to any Holder who is legally
able to sell all such Holder's Registrable
Securities to the public without registration in
two (2) consecutive three (3) month periods
pursuant to the provisions of Rule 144 promulgated
under the Act.

     (i)  Amendment of Registration Rights.
          ---------------------------------  Any
provision of this paragraph 8 may be amended and
the observance thereof may be waived (either
generally or in a particular instance and either
retroactively or prospectively), only with the
written consent of the Company and the holders of
sixty percent (60%) of the Registrable Securities
then outstanding.  Any amendment or waiver
effected in accordance with this paragraph 8(i)
shall be binding upon each Holder and the Company.

     (j)  Binding Effect.
          ---------------  By the exercise of this
Warrant and the acceptance of any benefits under
this paragraph 8, each Holder of Registrable
Securities hereby consents and agrees to be bound
by all of the provisions of this paragraph.

9.   Rights as Shareholders; Information.
     ------------------------------------  No
holder of this Warrant, as such, shall be entitled
to vote or receive dividends or be deemed the
holder of Common Stock or any other securities of
the Company which may at any time be issuable on
the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer
upon the holder of this Warrant, as such, any
right to vote for the election of directors or
upon any matter submitted to shareholders at any
meeting thereof, or to receive notice of meetings,
or to receive dividends or subscription rights or
otherwise until this Warrant shall have been
exercised and the Shares purchasable upon the
exercise hereof shall have become deliverable, as
provided herein.

10.  Representations and Warranties.
     -------------------------------  The Company
represents and warrants to the holder of this
Warrant as follows:

     (a)  This Warrant has been duly authorized
and executed by the Company and is a valid and
binding obligation of the Company enforceable in
accordance with its terms;

     (b)  The Shares have been duly authorized and
reserved for issuance by the Company and, when
issued in accordance with the terms hereof, will
be validly issued, fully paid and nonassessable;

     (c)  The execution and delivery of this
Warrant are not, and the issuance of the Shares
upon exercise of this Warrant in accordance with
the terms hereof will not be, inconsistent with
the Company's Amended and Restated Articles of
Incorporation, as amended, or by-laws, and do not
and will not constitute a default under, any
indenture, mortgage, contract or other instrument
of which the Company is a party or by which it is
bound.

11.  Modification and Waiver.
     ------------------------  This Warrant and
any provision hereof may be changed, waived,
discharged or terminated only by an instrument in
writing signed by the party against which
enforcement of the same is sought.

12.  Notices.
     --------  Any notice, request or other
document required or permitted to be given or
delivered to the holder hereof or the Company
shall (a) be in writing, (b) be delivered
personally or sent by mail or overnight courier to
the intended recipient to each such holder at its
address as shown on the books of the Company or to
the Company at the address indicated therefor on
the signature page of this Warrant, unless the
recipient has given notice of another address, and
(c) be effective on receipt if delivered
personally, five (5) days after dispatch if
mailed, and one business day after dispatch if
sent by overnight courier service.

13.  Transferability.
     ----------------  Subject to the satisfaction
of all of the provisions of paragraph 7 thereof,
the holder hereof may transfer this Warrant at any
time, but only in whole and not in part.

14.  Lost Warrants or Stock Certificates.
     ------------------------------------  The
Company covenants to the holder hereof that upon
receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction, or
mutilation of this Warrant or any stock
certificate and, in the case of any such loss,
theft or destruction, upon receipt of a bond or
indemnity reasonably satisfactory to the Company,
or in the case of any such mutilation upon
surrender and cancellation of such Warrant or
stock certificate, the Company will make and
deliver a new Warrant or stock certificate, of
like tenor, in lieu of the lost, stolen, destroyed
or mutilated Warrant or stock certificate.

15.  Descriptive Headings.
     ---------------------  The descriptive
headings of the several sections and paragraphs of
this Warrant are inserted for convenience only and
do not constitute a part of this Warrant.

16.  Governing Law.
     --------------  This Warrant shall be
construed and enforced in accordance with, and the
rights of the parties shall be governed by, the
internal laws (and not the law of conflicts) of
the State of Nevada.

                         ALTA GOLD CO.

                         By:
                            ----------------------
                            Robert N. Pratt
                         Title:  President

                         Address:  
                         601 Whitney Ranch Road
                         Suite 10
                         Henderson, Nevada 89104

Dated effective June 28, 1996

                    EXHIBIT "A"
                   -----------

                NOTICE OF EXERCISE

To:  ALTA GOLD CO.

     1.   The undersigned hereby elects to
purchase 
          ----- shares of Common Stock of ALTA
GOLD CO. pursuant to the terms of the attached
Warrant,and tenders herewith payment of the
purchase price of such shares in full.

     2.   Please issue a certificate or
certificates representing said shares in the name
of the undersigned or in such other name or names
as are specified below:

                              --------------------
                              (Name)

                              --------------------
                              --------------------
                              (Address)

     3.   The undersigned represents that the
aforesaid shares are being acquired for the
account of the undersigned for investment and not
with a view to, or for resale in connection with,
the distribution thereof and that the undersigned
has no present intention of distributing or
reselling such shares.  In support thereof, the
undersigned has executed an Investment
Representation Statement attached hereto as
Schedule 1.

                              --------------------
                             (Signature)

- -----------
(Date)

                    SCHEDULE 1
                    -----------

        INVESTMENT REPRESENTATION STATEMENT

Purchaser:

Company:  ALTA GOLD CO.

Security: Common Stock

Amount:

Date:

     In connection with the purchase of the
above-listed securities (the "Securities"), the
undersigned (the "Purchaser") represents to and
agrees with the Company as follows:

     (a)  The Purchaser is aware of the Company's
business affairs and financial condition, and has
acquired sufficient information about the Company
to reach an informed and knowledgeable decision to
acquire the Securities.  The Purchaser is
purchasing the Securities for its own account for
investment purposes only and not with a view to,
or for the resale in connection with, any
"distribution" thereof for purposes of the
Securities Act of 1933 ("Securities Act").

     
     (b)  The Purchaser understands that the
Securities have not been registered under the
Securities Act in reliance upon a specific
exemption therefrom, which exemption depends upon,
among other things, the bona fide nature of the
Purchaser's investment intent as expressed herein. 
In this connection, the Purchaser understands
that, in the view of the Securities and Exchange
Commission ("SEC"), the statutory basis for such
exemption may be unavailable if the Purchaser's
representation was predicated solely upon a
present intention to hold these Securities for the
minimum capital gains period specified under tax
statutes, for a deferred sale, for or until an
increase or decrease in the market price of the
Securities, or for a period of one year or any
other fixed period in the future.

     (c)  The Purchaser further understands that
the Securities must be held indefinitely unless
subsequently registered under the Securities Act
or unless an exemption from registration is
otherwise available.  Moreover, the Purchaser
understands that the Company is under no
obligation to register the Securities.  In
addition, the Purchaser understands that the
certificate evidencing the Securities will be
imprinted with the legend referred to in the
Warrant under which the Securities are being
purchased.

     (d)  The Purchaser is aware of the provisions
of Rule 144, promulgated under the Securities Act,
which, in substance, permit limited public resale
of "restricted securities" acquired, directly or
indirectly, from the issuer thereof (or from an
affiliate of such issuer), in a non-public

offering subject to the satisfaction of certain
conditions, if applicable, including, among other
things: The availability of certain public
information about the Company; the resale
occurring not less than two years after the party
has purchased and paid for the securities to be
sold; the sale being made through a broker in an
unsolicited "broker's transaction" or in
transactions directly with a market maker (as said
term is defined under the Securities Exchange Act
of 1934) and the amount of securities being sold
during any three-month period not exceeding the
specified limitations stated therein.

     (e)  The Purchaser further understands that
at the time it wishes to sell the Securities there
may be no public market upon which to make such a
sale, and that, even if such a public market then
exists, the Company may not be satisfying the
current public information requirements of Rule
144, and that, in such event, the Purchaser may be
precluded from selling the Securities under Rule
144 even if the two-year minimum holding period
had been satisfied.

     (f)  The Purchaser further understands that
in the event all of the requirements of Rule 144
are not satisfied and the provisions of Rule
144(k) do not apply, registration under the
Securities Act, compliance with Regulation A, or
some other registration exemption will be
required; and that, notwithstanding the fact that
Rule 144 is not exclusive, the Staff of the SEC
has expressed its opinion that persons proposing
to sell private placement securities other than in
a registered offering and otherwise than pursuant
to Rule 144 will have a substantial burden of
proof in establishing that an exemption from
registration is available for such offers or
sales, and that such persons and their respective
brokers who participate in such transactions do so
at their own risk.

     (g)  If all or any portion of the Warrant
Price for the Securities is paid by the Purchaser
through the delivery of common shares of the
Company owned by the Purchaser, such common shares
are free and clear of all liens and encumbrances
of every type and nature.

                              Purchaser:

                              --------------------
                              Date:      , 19-----

 

Basic Info X:

Name: p.m. Pacific Time on July 31, 2001, this Warrant
Type: this Warrant
Date: Aug. 15, 1996
Company: ALTA GOLD CO/NV/
State: Nevada

Other info:

Date:

  • JUNE 30 , 1996
  • July 31 , 1996
  • July 31 , 2001
  • June 28 , 1996

Organization:

  • Reservation of Shares
  • Warrant Price and Number
  • Company 's Board of Directors
  • Shares of Common Stock
  • Holders of Registrable Securities
  • Board of Directors of the Company
  • Obligations of Holders
  • e Delay of Registration
  • g Assignment of Registration Rights
  • Suspension of Registration Rights
  • Holder of Registrable Securities
  • State of Nevada
  • Whitney Ranch Road Suite
  • ALTA GOLD CO.
  • Securities and Exchange Commission

Location:

  • Nevada

Money:

  • $ 0.001
  • $ 4.00
  • $ 500,000

Person:

  • Robert N. Pratt
  • Henderson

Time:

  • 5 p.m.

Percent:

  • fifty percent
  • 50 %
  • sixty percent
  • 60 %