Exhibit 10.29 CONVERTIBLE NOTE PURCHASE AGREEMENT THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of October ___, 2001, by and between CROWN RESOURCES CORPORATION, a Washington corporation (the "Company"), CROWN...

	Exhibit 10.29
CONVERTIBLE NOTE PURCHASE AGREEMENT

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this "Agreement") is made
and entered into as of October ___, 2001, by and between CROWN RESOURCES
CORPORATION, a Washington corporation (the "Company"), CROWN RESOURCE
CORP. OF COLORADO, a Colorado corporation (the "Subsidiary") and the
lenders named in Subscription Agreements (the "Subscription Agreements")
in the form attached hereto as Exhibit A hereto (collectively, the
"Senior Lenders," and individually, a "Senior Lender").

Background:

The Company and the Subsidiary have authorized the issuance and sale
to the Senior Lenders of up to $4.0 million of promissory notes in
substantially the form attached hereto as Exhibit B (the "Notes").  The
Notes are convertible into that number of shares of the Company's common
stock (the "Common Stock"), equal to the outstanding principal balance
from time to time of the Note divided by the Conversion Price, as defined
in the Note.  Upon issuance of the Notes under the terms of this
Agreement, the Company shall (i) issue to such investors warrants, in
substantially the form attached hereto as Exhibit C (the "Warrants"), to
purchase shares of Common Stock and (ii) with its Subsidiary, grant to
such investors a security interest in and to the Collateral, as defined
below, under the terms of a security agreement, pledge agreement, deed of
trust and collateral assignment, each in substantially the form attached
hereto as Exhibit D-1 through D-7 (collectively, the "Security
Agreements"), to secure the repayment of the Company's and its
Subsidiary's obligations under the Notes. Shares of Common Stock issuable
upon conversion of the Notes (or payment of interest) and exercise of the
Warrants (collectively, the "Shares") will be entitled to registration
as provided in a Registration Rights Agreement (the "Registration Rights
Agreement") in substantially the form attached hereto as Exhibit E.
Various agreements among the Senior Lenders shall be governed by an
intercreditor agreement substantially in the form attached hereto as
Exhibit F-1 (the "Intercreditor Agreement") and a collateral agency
agreement substantially in the form attached hereto as Exhibit F-2 (the
"Collateral Agency Agreement").  Pending disbursement, funds received
from Senior Lenders in payment of the purchase price of the Notes shall
be
deposited in Escrow pursuant to the terms of an escrow agreement
substantially in the form attached hereto as Exhibit G (the "Escrow
Agreement").  This Agreement, the Subscription Agreements, the Notes, the
Warrants, the Registration Rights Agreement, the Security Agreements, the
Intercreditor Agreement, the Collateral Agency Agreement and the Escrow
Agreement are collectively referred to herein as the "Transaction
Documents."

NOW THEREFORE, the parties agree as follows:

1.	Purchase and Sale.

a.	Purchase and Sale of Notes.  Upon the terms and subject to the
conditions herein, and in reliance on the representations and warranties
contained herein, each Senior Lender hereby agrees, severally and not
jointly, to purchase from the Company, and the Company hereby agrees to
issue and sell, and to cause its Subsidiary to issue and sell, to each
Senior Lender, a Note in the principal amount (the "Purchase Price") set
forth in a Subscription Agreement executed and delivered by such Senior
Lender in consideration for the payment by the Senior Lender to the
Company of the Purchase Price in immediately available funds.  By
executing and delivering a Subscription Agreement (in the manner provided
in Section 1.b), each Senior Lender shall (i) become a party to the
Escrow
Agreement; (ii) be deemed to have made an offer to purchase a Note as
described in Section 1.b, and (iii) upon acceptance of the Subscription
Agreement by the Company shall become a party to this Agreement which
shall thereupon constitute a contract between such Senior Lender and the
Company.

b.	Subscription; Delivery into Escrow. Except as provided in
Section 1.c(1), to subscribe for Notes, a Senior Lender must execute and
deliver into escrow (the "Escrow"), under the terms of the Escrow
Agreement, a Subscription Agreement, the Purchase Price in immediately
available funds and executed or identified copies of each of the other
Transaction Documents to which the Senior Lender is to become a party, or
obtain the benefits of, at Closing (as defined below). Within five
business days following receipt by the escrow agent under the Escrow
Agreement of a Subscription Agreement, the Purchase Price and the other
Transaction Documents as set forth above, the Company shall accept or
reject such Subscription Agreement.  If the Company accepts such
Subscription Agreement, it shall execute and deliver to the agent
designated in the Escrow Agreement the Transaction Documents to which it
is to be a party at Closing and shall promptly so notify the Senior
Lender
of such acceptance.  Senior Lender acknowledges and agrees that Senior
Lender will not withdraw, cancel, terminate, or revoke a Subscription
Agreement and that such Subscription Agreement constitutes an irrevocable
offer until accepted or rejected by the Company and shall survive the
death or disability of such Senior Lender.  Each Senior Lender further
agrees to notify the Company immediately if any representation or
warranty
by it made herein shall become untrue or misleading prior to the Closing.

c.	Closing; Additional Solicitations; Escrow.

(1)	Additional Subscription by Solitario Resource Corporation.
If Solitario Resources Corporation, a Colorado corporation
("Solitario"), has subscribed for a Note and Warrant in the manner
provided in Section 1.b, then at Closing, in addition to the Note and
Warrant subscribed for, and Purchase Price delivered, under Section 1.b,
Solitario shall purchase, and the Company shall issue and sell, under the
terms of this Agreement, an additional Note (the "Solitario Note") in
the principal amount of three hundred fifty thousand dollars ($350,000)
(the "Solitario Purchase Price") and an additional Warrant (the
"Solitario Warrant"), each in the form attached hereto as Exhibits B and
C, respectively, provided (i) the Conversion Price, as defined in the
Solitario Note, shall be $0.29167 and (ii) the Exercise Price, as defined
in the Solitario Warrant, shall be $0.60. At Closing, (x) Solitario shall
execute an additional Subscription Agreement in the amount of the
Solitario Purchase Price and deliver to the Company such additional
Subscription Agreement and the Solitario Purchase Price in immediately
available funds and (y) if the Company accepts the additional
Subscription
Agreement, the Company shall issue and deliver to Solitario the Solitario
Note and Solitario Warrant. Except as provided in this Section 1.c(1) or
otherwise specifically provided, all references to the Notes or the
Warrants in this Agreement (or any related agreement) shall be deemed to
include the Solitario Note and the Solitario Warrant, respectively.
Solitario shall be deemed a "Senior Lender" under this Agreement and all
other Transaction Documents with respect to its purchase of the Solitario
Note and Solitario Warrant.

(2)	Closing.  When (i) Subscription Agreements at least equal
to two million six hundred and fifty thousand dollars ($2,650,000),
including a Subscription Agreement from Solitario at least equal to six
hundred and fifty thousand dollars ($650,000) (the "Minimum Offering
Amount") have been delivered, together with the Purchase Price and other
Transaction Documents, into Escrow, (ii) a Subscription Agreement from
Solitario equal to the Solitario Purchase Price has been delivered,
together with the Solitario Purchase Price, to the Company pursuant to
Section 2.c(1) hereof, and (iii) all such subscriptions have been
accepted
by the Company as provided in Section 1.b above, the Transaction
Documents
(with original signatures or copies thereof) shall be released to each of
the Company and the Senior Lenders pursuant to the terms of the Escrow
Agreement. The delivery of the above described documents is herein
referred to as the "Closing." As a further condition to the Closing, the
Company will: (i) cause its legal counsel to deliver to the Senior
Lenders
its legal opinions for the benefit of the Senior Lenders substantially as
set forth on Exhibit H (the "Legal Opinion") and (ii) deliver to the
Senior Lenders a certificate, dated the date of Closing, signed by the
Company's President certifying that the representations and warranties in
Section 2 are true and correct as of the date of Closing or, with respect
to additional subscriptions under subsection 1.c(3), such later date as
the certificate may be delivered (except to the extent any representation
or warranty is made as of a specific date). To the extent any Notes are
converted into Shares, funds in Escrow in an amount equal to the
principal
converted under the Notes will be immediately released for application by
the Company.

(3)	Additional Subscriptions after Closing. Following the
Closing and until October 30, 2001, the Company may solicit and accept
additional subscriptions for Notes pursuant to the terms of this
Agreement
up to an aggregate Purchase Price (including the Notes issued upon
Closing) of Four Million Dollars ($4,000,000.00). Any such Notes issued
following Closing shall have the same rights as the holders of the Notes
issued at Closing, and shall have the right to share pari passu in the
Collateral held by the holders of the Notes issued at Closing.  Prior to
and as conditions to acceptance of any subscription for additional Notes
following Closing the Company shall deliver to the subscribers for such
Notes the instruments, documents, rights and other things required to be
provided to the Senior Lenders upon Closing.

(4)		Title Opinion.  Within one hundred twenty (120) days after
the Closing, the Company shall deliver to the Senior Lenders a title
opinion satisfactory to the Senior Lenders acting in their sole
discretion
pursuant to the Intercreditor Agreement (the "Title Opinion"), covering
the specific claims subject to the patent application covering the gold
deposit known as the "Crown Jewel".  For purposes of clarity, the Title
Opinion need not cover claims that do not cover any part of such gold
deposit.  If the Company does not deliver the Title Opinion to the Senior
Lenders within one hundred twenty (120) days after the Closing, the
Senior
Lenders, acting pursuant to the Intercreditor Agreement, may give notice
to the escrow agent under the Escrow Agreement requiring that the escrow
agent release the funds in Escrow to the Senior Lenders.  Such amounts
released from Escrow shall be paid to the Senior Lenders as payments of
amounts due under the Notes, such payment to be applied to principal.

(5)	Release of Funds. Except as provided in this Section 1.c,
funds deposited in the Escrow shall be retained in the Escrow and
administered pursuant to the terms of the Escrow Agreement until the
earlier of: (a) the Senior Lenders consent in writing, pursuant to the
terms of the Intercreditor Agreement, to the Company's agreement with all
of the holders of the Company's 5.75% Convertible Subordinated Debentures
due 2001 (the "Debentures") on a plan to refinance the Debentures; (b)
the entry of an order by a federal bankruptcy court with jurisdiction
over
the Company's voluntary bankruptcy filing under Chapter 11 of Title 11,
United States Code, 11 U.S.C. sub section 101, et seq. (the "Bankruptcy
Code"), confirming a plan of reorganization substantially conforming with
the Framework for Plan of Reorganization attached hereto as Exhibit J and
approved by the Senior Lenders, acting in their sole discretion, pursuant
to the terms of the Intercreditor Agreement, that satisfies the Company's
obligations under the Debentures and that has not been appealed in the
time in which appeals are allowed to be taken under the rules applied to
bankruptcy proceedings (either event (a) or (b) above being referred to
herein as a "Restructuring Event"); or (c) March 31, 2002.  If a
Restructuring Event occurs as provided above prior to March 31, 2002, the
funds remaining in the Escrow shall be disbursed to the Company. If the
Restructuring Event has not occurred by March 31, 2002, then all funds in
the Escrow shall be paid to the Senior Lenders as payment of amounts due
under the Notes (other than the Solitario Note), such payment to be
applied to principal.

d.	Return of Subscriptions. Subscription Agreements and related
funds received by the Company will be returned to the Senior Lenders,
without interest or deduction, if (i) the Subscription Agreement is
rejected by the Company (a failure to accept a Subscription Agreement as
provided in Section 1.b above shall constitute a rejection), or (ii)
Subscription Agreements for the Minimum Offering Amount and the Solitario
Purchase Price have not been accepted by the Company by October 30, 2001.

e.	Warrant.  At Closing or at the time of acceptance of a
subscription after the Closing, as the case may be, the Company shall
issue and deliver to each Senior Lender whose subscription is then
accepted a Warrant exercisable for a number of shares of Common Stock
equal to the principal amount of the Note issued to such Senior Lender
divided by $0.35 (or in the case of the Solitario Warrant, the principal
amount of Solitario Note divided by $0.29167).

f.	Registration Rights.  The Company will grant each Senior Lender
Registration Rights in substantially the form attached hereto as Exhibit
E.

g.	Security Interest.  The due and punctual payment of any Note
shall be secured by a grant of a security interest in all of the
Company's
assets and the assets of the Subsidiary, as described in, and under the
terms of, the Security Agreements (the "Collateral"). The Company and
the Subsidiary will sign any documents reasonably requested by the Senior
Lenders to evidence this lien, and each Senior Lender will sign any
documents reasonably requested by the Company to evidence the release of
this lien upon repayment or conversion in full of any Note.

	h.	Intercreditor Agreement.  The Company shall not accept any
subscription that is not accompanied by an executed Intercreditor
Agreement.

2.	Company Representations and Warranties.  In order to induce the
Senior Lenders to enter into this Agreement, the Company represents and
warrants to the Senior Lenders the following:

a.	Organization and Corporate Power.  The Company is a corporation
duly organized and validly existing under the laws of the State of
Washington, and has all required corporate power and corporate authority
to carry on its business as presently conducted, to enter into and
perform
this Agreement and the agreements contemplated hereby to which it is a
party, and to carry out the transactions contemplated hereby and thereby.

b.	Authorization and Non-Contravention.  The execution, delivery
and performance by the Company of this Agreement and each other
agreement,
document and instrument to be executed and delivered by the Company
pursuant to or as contemplated by this Agreement and the issuance,
execution, delivery and performance of the Transaction Documents and the
issuance of the Shares have been duly authorized by all necessary
corporate action of the Company. This Agreement and each such other
agreement, document, and instrument constitute valid and binding
obligations of the Company, enforceable in accordance with their
respective terms, except as rights to indemnity and contribution may be
limited by applicable law and public policy and subject to (i) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors' rights generally
and (ii) general principles of equity, whether such enforceability is
considered in a proceeding in equity or at law. The execution and
delivery
by the Company of this Agreement and each other agreement, document and
instrument to be executed and delivered by the Company pursuant hereto or
as contemplated hereby and the performance by the Company of the
transactions contemplated hereby and thereby, including, without
limitation, the issuance and delivery of the Transaction Documents and
the
issuance of the Shares, do not and will not: (A) violate, conflict with
or
result in a default (whether after the giving of notice, lapse of time or
both) under any material contract or obligation to which the Company is a
party or by which it or its assets are bound, or any provision of the
Articles of Incorporation or Bylaws of the Company, or cause the creation
of any encumbrance upon any of the assets of the Company except as
provided herein; (B) violate or result in a violation of, or constitute a
default under, any provision of any law, regulation or rule, or any order
of, or any restriction imposed by, any court or governmental agency
applicable to the Company; (C) require from the Company any notice to,
declaration or filing with, or consent or approval of any governmental
authority or third party other than as may be required to secure an
exemption from qualification of the offer and sale of the Notes, the
Warrants and the Shares (collectively, the "Instruments") under the
Securities Act of 1933, as amended (the "Securities Act"), and
applicable state securities and blue sky laws; or (D) accelerate any
obligation under, or give rise to a right of termination of, any material
agreement, permit, license or authorization to which the Company is a
party or by which the Company is bound.

c.	Capitalization.  As of the Closing, the authorized capital stock
of the Company will consist of 50,000,000 shares of Common Stock, of
which
14,553,302 shares are issued and outstanding, and 20,000,000 shares of
Preferred Stock, of which 1,000,000 preferred shares are issued and
outstanding.  The Company owns all of the outstanding securities of the
Subsidiary.  The Shares will, upon issuance, be duly authorized, validly
issued, and fully paid and non-assessable (subject to receipt by the
Company of the exercise price for the Common Stock issuable upon exercise
of the Warrants), free of any liens or encumbrances imposed thereon,
provided that such securities may be subject to restrictions on transfer
under state and federal securities laws as set forth therein. Except as
set forth in the SEC Documents (as defined below) or on Schedule 2.c to
the Disclosure Letter (as defined below), there are outstanding (i) no
shares of capital stock or other voting securities of the Company; (ii)
no
securities of the Company convertible into or exchangeable for shares of
capital stock or other voting securities of the Company; (iii) no options
or other rights to acquire from the Company, and no obligation of the
Company to issue or sell, any shares of capital stock or other voting
securities of the Company or any securities of the Company convertible
into or exchangeable for such capital stock or voting securities; and
(iv)
no equity equivalents, interests in the ownership or earnings, or other
similar rights of or with respect to the Company.  The issuances of the
Shares and the Warrants are not subject to any preemptive or similar
rights.

d.	SEC Documents.  The Company has made available to the Senior
Lenders (either in written form or by reference to the Securities and
Exchange Commission's on-line XXXXX database) true and complete copies of
its Annual Report on Form 10-K for the fiscal year ending December 31,
2000, its definitive Proxy Statement relating to its Annual Meeting of
Shareholders held on June 26, 2001, and its most recent Quarterly Report
on Form 10-Q for the period ending June 30, 2001 (collectively, the "SEC
Documents").  As of their respective filing dates, each of the SEC
Documents complied in all material respects with the requirements of the
Securities Exchange Act of 1934, as amended, and the rules and
regulations
of the Securities and Exchange Commission promulgated thereunder.

e.	Absence of Certain Changes.  Except as disclosed in Section 4.f
and Exhibit I of this Agreement and in the SEC Documents (collectively,
the
"Disclosure Documents") or as listed on Schedule 2.e to the disclosure
letter delivered to the Senior Lenders at or before Closing (the
"Disclosure
Letter") since June 30, 2001, there has not been any change that by
itself
or in conjunction with all other such changes, has had or could
reasonably
be expected to have a material adverse effect on the business,
operations,
properties, prospects, assets, or condition of the Company.

f.	Other.  No representation or warranty made by the Company in
this Agreement, including the SEC Documents, and no statement in this
Agreement or any other document or certificate furnished or to be
furnished to the Senior Lenders pursuant hereto contains any untrue
statement of a material fact or omits or will omit to state any material
fact necessary to make the statements made herein and therein, when taken
as a whole, not misleading.

	g.	Exempt Transaction.  Assuming the accuracy of the
representations and warranties of the Senior Lenders in Section 3 hereof
and in each Senior Lender's Subscription Agreement hereto, the Shares are
exempt from registration under the Securities Act.

h.	Finder's Fees.  The Company represents that there are no claims
for investment banking fees, brokerage commissions, finder's fees or
similar compensation (exclusive of professional fees to lawyers and
accountants) in connection with the transactions contemplated by this
Agreement based on any arrangement or agreement made by or on behalf of
the Company.

i.	Litigation.  Except as disclosed in the Disclosure Documents or
on Schedule 2.i to the Disclosure Letter, at the Closing, there is no
litigation, legal, administrative or arbitral proceeding, investigation
or
other action of any nature pending or, to the knowledge of the Company or
the Subsidiary, threatened against or affecting the Company or the
Subsidiary.

j.	Assets.  Each of the Company and the Subsidiary has good and
defensible title, in all material respects, to its real and personal
property, including, without limitation, the property that is the subject
of the Security Agreements, free and clear of all liens, claims and
encumbrances of any kind or nature.  Except as disclosed in the
Disclosure
Documents or on Schedule 2.j to the Disclosure Letter, all leases and
agreements necessary for the conduct of the business of the Company and
the Subsidiary are valid and subsisting, in full force and effect and
there exists no default or event or circumstance which with the giving of
notice or the passage of time or both would give rise to a default under
any such lease or leases.

k.	Compliance with the Law.  Except as disclosed in the Disclosure
Documents or on Schedule 2.k to the Disclosure Letter, neither the
Company
nor the Subsidiary (i) has violated any law, statute, code, ordinance,
order, determination, rule, regulation, judgment, decree, injunction,
franchise, permit, certificate, license, authorization or other directive
or requirement, including, without limitation, those pertaining to the
environment (including, without limitation, the Clean Air Act, as
amended,
the Comprehensive Environmental Response Compensation and Liability Act
of
1980, as amended, the Federal Water Pollution Control Act, as amended,
the
Occupational Safety and Health Act of 1970, as amended, the Resource
Conservation and Recovery Act of 1976, as amended, the Safe Drinking
Water
Act, as amended, the Toxic Substances Control Act, as amended, the
Superfund Amendments and Reauthorization Act of 1986, as amended, the
Hazardous Materials Transportation Act, as amended, and other
environmental conservation or protection laws), and occupational, safety
and health standards or controls, of any court or tribunal in any
jurisdiction (domestic or foreign) or any public, governmental, or
regulatory body, agency, department, commission, board, bureau or other
authority or instrumentality (domestic or foreign), or (ii) has failed to
obtain any license, permit, franchise or other governmental authorization
necessary for the ownership of any of its properties or the conduct of
its
business.

3.	Subsidiary Representations and Warranties.  In order to induce
the Senior Lenders to enter into this Agreement, the Subsidiary
represents
and warrants to the Senior Lenders the following:

a.	Organization and Corporate Power.  The Subsidiary is a
corporation duly organized, validly existing and in good standing under
the laws of the State of Colorado, and has all required corporate power
and corporate authority to carry on its business as presently conducted,
to enter into and perform this Agreement and the agreements contemplated
hereby to which it is a party, and to carry out the transactions
contemplated hereby and thereby.

b.	Authorization and Non-Contravention.  The execution, delivery
and performance by the Subsidiary of this Agreement and each other
agreement, document and instrument to be executed and delivered by the
Subsidiary pursuant to or as contemplated by this Agreement and the
issuance, execution, delivery and performance of the Transaction
Documents
have been duly authorized by all necessary corporate action of the
Subsidiary. This Agreement and each such other agreement, document, and
instrument constitute valid and binding obligations of the Subsidiary,
enforceable in accordance with their respective terms, except as rights
to
indemnity and contribution may be limited by applicable law and public
policy and subject to (i) applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting
enforcement of creditors' rights generally and (ii) general principles of
equity, whether such enforceability is considered in a proceeding in
equity or at law. The execution and delivery by the Subsidiary of this
Agreement and each other agreement, document and instrument to be
executed
and delivered by the Subsidiary pursuant hereto or as contemplated hereby
and the performance by the Subsidiary of the transactions contemplated
hereby and thereby, including, without limitation, the issuance and
delivery of the Transaction Documents do not and will not: (A) violate,
conflict with or result in a default (whether after the giving of notice,
lapse of time or both) under any material contract or obligation to which
the Subsidiary is a party or by which it or its assets are bound, or any
provision of the Articles of Incorporation or Bylaws of the Subsidiary,
or
cause the creation of any encumbrance upon any of the assets of the
Subsidiary except as provided herein; (B) violate or result in a
violation
of, or constitute a default under, any provision of any law, regulation
or
rule, or any order of, or any restriction imposed by, any court or
governmental agency applicable to the Subsidiary; (C) require from the
Subsidiary any notice to, declaration or filing with, or consent or
approval of any governmental authority or third party other than as may
be
required to secure an exemption from qualification of the offer and sale
of the Instruments under the Securities Act, and applicable state
securities and blue sky laws; or (D) accelerate any obligation under, or
give rise to a right of termination of, any material agreement, permit,
license or authorization to which the Subsidiary is a party or by which
the Subsidiary is bound.

c.	Capitalization.  As of the Closing, the authorized capital stock
of the Subsidiary will consist of 15,000,000 shares of common stock of
the
Subsidiary, of which 100 shares are issued and outstanding.  The Company
owns all of the outstanding securities of the Subsidiary.  The issued and
outstanding shares of common stock of the Subsidiary have been duly
authorized and validly issued, and are fully paid and non-assessable,
free
of any liens or encumbrances imposed thereon, provided that such
securities may be subject to restrictions on transfer under state and
federal securities laws as set forth therein.  Except for the foregoing
shares of common stock, there are outstanding (i) no shares of capital
stock or other voting securities of the Subsidiary; (ii) no securities of
the Subsidiary convertible into or exchangeable for shares of capital
stock or other voting securities of the Subsidiary; (iii) no options or
other rights to acquire from the Subsidiary, and no obligation of the
Subsidiary to issue or sell, any shares of capital stock or other voting
securities of the Subsidiary or any securities of the Subsidiary
convertible into or exchangeable for such capital stock or voting
securities; and (iv) no equity equivalents, interests in the ownership or
earnings, or other similar rights of or with respect to the Subsidiary.

d.	Absence of Certain Changes.  Except as disclosed in the
Disclosure Documents or Schedule 3.d to the Disclosure Letter, since June
30, 2001, there has not been any change that by itself or in conjunction
with all other such changes, has had or could reasonably be expected to
have a material adverse effect on the business, operations, properties,
prospects, assets, or condition of the Subsidiary.

e.	Other.  No representation or warranty made by the Subsidiary in
this Agreement, including the SEC Documents, and no statement in this
Agreement or any other document or certificate furnished or to be
furnished to the Senior Lenders pursuant hereto contains any untrue
statement of a material fact or omits or will omit to state any material
fact necessary to make the statements made herein and therein, when taken
as a whole, not misleading.

f.	Finder's Fees.  The Subsidiary represents that there are no
claims for investment banking fees, brokerage commissions, finder's fees
or similar compensation (exclusive of professional fees to lawyers and
accountants) in connection with the transactions contemplated by this
Agreement based on any arrangement or agreement made by or on behalf of
the Subsidiary.

g.	Litigation.  Except as disclosed in the Disclosure Documents or
on Schedule 3.g to the Disclosure Letter, at the Closing, there is no
litigation, legal, administrative or arbitral proceeding, investigation
or
other action of any nature pending or, to the knowledge of the
Subsidiary,
threatened against or affecting the Subsidiary.

h.	Assets.  The Subsidiary has good and defensible title, in all
material respects, to its real and personal property, including, without
limitation, the property that is the subject of the Security Agreements,
free and clear of all liens, claims and encumbrances of any kind or
nature.  Except as disclosed in the Disclosure Documents or Schedule 3.h
to the Disclosure Letter, all leases and agreements necessary for the
conduct of the business of the Subsidiary are valid and subsisting, in
full force and effect and there exists no default or event or
circumstance
which with the giving of notice or the passage of time or both would give
rise to a default under any such lease or leases.

i.	Compliance with the Law.  Except as disclosed in the Disclosure
Documents or Schedule 3.i to the Disclosure Letter, the Subsidiary (i)
has
not violated any law, statute, code, ordinance, order, determination,
rule, regulation, judgment, decree, injunction, franchise, permit,
certificate, license, authorization or other directive or requirement,
including, without limitation, those pertaining to the environment
(including, without limitation, the Clean Air Act, as amended, the
Comprehensive Environmental Response Compensation and Liability Act of
1980, as amended, the Federal Water Pollution Control Act, as amended,
the
Occupational Safety and Health Act of 1970, as amended, the Resource
Conservation and Recovery Act of 1976, as amended, the Safe Drinking
Water
Act, as amended, the Toxic Substances Control Act, as amended, the
Superfund Amendments and Reauthorization Act of 1986, as amended, the
Hazardous Materials Transportation Act, as amended, and other
environmental conservation or protection laws), and occupational, safety
and health standards or controls, of any court or tribunal in any
jurisdiction (domestic or foreign) or any public, governmental, or
regulatory body, agency, department, commission, board, bureau or other
authority or instrumentality (domestic or foreign), and (ii) has not
failed to obtain any license, permit, franchise or other governmental
authorization necessary for the ownership of any of its properties or the
conduct of its business.

4.	Representations and Warranties of the Senior Lenders.  Each
Senior Lender, individually and not jointly and severally, represents and
warrants to the Company as follows:

a.	Investment Experience, etc.	  The Senior Lender (i) has such
knowledge and experience in financial and business matters that he, she
or
it is capable of evaluating the merits and risks of the investment
contemplated by this Agreement and making an informed investment decision
with respect thereto; (ii) is able to bear the economic risk of an
investment in the Instruments and can afford to sustain a substantial
loss
on such investment; (iii) has had, during the course of this transaction,
the opportunity to ask questions and receive answers from the Company
concerning the Company and this Agreement; (iv) is an "accredited
investor" as such term is defined in Rule 501 under the Securities Act;
and (v) is purchasing the Instruments for his, her or its own account,
for
investment only and not with a view to, or any present intention of,
effecting a distribution of such securities or any part thereof except
pursuant to a registration or an available exemption under applicable
law.

b.	Restricted Securities. The Senior Lender understands that the
Instruments have not been registered under the Securities Act or the
securities laws of any state or other jurisdiction and cannot be disposed
of unless they are subsequently registered under the Securities Act and
any applicable state laws or an exemption from such registration is
available.  The Senior Lender understands further that there is no public
market for the Notes and the Warrants and that the Senior Lender must
bear
the economic risk of investment in the Company for an indefinite period
of
time.

c.	Authorization and Non-Contravention.  The Senior Lender has full
right, authority and power to enter into this Agreement and each
agreement, document and instrument to be executed and delivered by or on
behalf of such Senior Lender pursuant to or as contemplated by this
Agreement and to carry out the transactions contemplated hereby and
thereby, and the execution, delivery and performance by such Senior
Lender
of this Agreement and each such other agreement, document and instrument
have been duly authorized by all necessary action.  This Agreement and
each agreement, document and instrument executed and delivered by the
Senior Lender pursuant to or as contemplated by this Agreement
constitute,
or when executed and delivered will constitute, valid and binding
obligations of each such Senior Lender enforceable in accordance with
their respective terms, except as rights to indemnity and contribution
may
be limited by applicable law and public policy and subject to
(i) applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of creditors'
rights generally and (ii) general principles of equity, whether such
enforceability is considered in a proceeding in equity or at law.  The
execution, delivery and performance by the Senior Lender of this
Agreement
and each such other agreement, document and instrument, and the
performance of the transactions contemplated hereby and thereby do not
and
will not:  (A) violate, conflict with or result in a default (whether
after the giving of notice, lapse of time or both) under any material
contract or obligation to which any such Senior Lender is a party or by
which it or its assets are bound, or cause the creation of any material
encumbrance upon any of the assets of such Senior Lender; (B) violate or
result in a violation of, or constitute a default under, any provision of
any law, regulation or rule, or any order of, or any restriction imposed
by, any court or other governmental agency applicable to such Senior
Lender; (C) require from such Senior Lender any notice to, declaration or
filing with, or consent or approval of any governmental authority or
other
third party; or (D) accelerate any obligation under, or give rise to a
right of termination of, any material agreement, permit, license or
authorization to which any such Senior Lender is a party or by which such
Senior Lender is bound.

d.	Finder's Fees.  The Senior Lender represents that there are no
claims for investment banking fees, brokerage commissions, finder's fees
or similar compensation (exclusive of professional fees to lawyers and
accountants) in connection with the transactions contemplated by this
Agreement based on any arrangement or agreement made by or on behalf of
such Senior Lender.

e.	Disclosure. The Senior Lender represents that it has carefully
reviewed the SEC Documents and has had the opportunity to ask management
of the Company any questions, whether arising from such review or
otherwise, that it may have relating to the Company, its business and its
financial condition and that all such questions have been answered to the
Senior Lender's satisfaction.

f.	Insolvency of Company.  The Senior Lender is aware that the
Company is indebted to the holders of the Debentures in an aggregate
principal amount of $15,000,000, that such amount was due and payable on
August 27, 2001, that the Company does not have, and does not expect to
have the funds to repay this indebtedness at any time in the foreseeable
future, and that the Company has no agreement with the holders of the
Debentures relating to such indebtedness or its repayment, other than the
terms of the Debentures. Senior Lender has carefully read and, to the
extent it believes appropriate, has discussed with legal counsel, the
Risk
Disclosure attached hereto as Exhibit I and has chosen to purchase the
Note and the Warrant with the full knowledge, awareness and understanding
of the risks disclosed therein.

5.	General.

a.	Survival of Representations and Warranties.  Each of the
representations and warranties made by the Company and each Senior Lender
in this Agreement or pursuant hereto shall survive the Closing Date.

b.	Amendments, Waivers and Consents. Any term of this Agreement may
be amended with the written consent of the Company and the Senior Lenders
under the terms and in the manner provided in the Intercreditor
Agreement.
No waivers of, or exceptions to, any term, condition or provision of this
Agreement, in any one or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such term, condition
or provision. For the purposes of this Agreement and all agreements
executed pursuant hereto, no course of dealing between or among any of
the
parties hereto and no delay on the part of any party hereto in exercising
any rights hereunder or thereunder shall operate as a waiver of the
rights
hereof and thereof.

c.	Legend on Securities.  The Senior Lenders acknowledge and agree
that a legend in substantially the form set forth below (in addition to
any legends required by applicable state securities laws) shall be
stamped
or imprinted on each certificate evidencing any of the Instruments held
by
a Senior Lender:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT
TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES
AND BLUE SKY LAWS RELATING TO THE DISPOSITION OF SECURITIES, PROVIDED
THAT AN OPINION OF COUNSEL TO SUCH EFFECT IS PROVIDED TO THE COMPANY
IN CONNECTION THEREWITH.

d.	Notices and Demands.  Any notice or demand that is required or
provided to be given under this Agreement shall be deemed to have been
sufficiently given and received for all purposes when delivered by hand,
five (5) days after being sent by certified or registered mail, postage
prepaid, return receipt requested, or two (2) days after being sent by
overnight delivery providing receipt of delivery, to the following
addresses:

If to the Company:		Crown Resources Corporation
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxxxxxx  00000
Attention:  Chief Financial Officer

If to a Senior Lender:		at the mailing address shown on such
Senior Lenders Subscription Agreement or at any
other address designated by such Senior Lender to
the Company in writing.

e.	Integration.	This Agreement, including the exhibits, documents
and instruments referred to herein or therein, constitutes the entire
agreement, and supersedes all other prior agreements and understandings,
both written and oral, among the parties with respect to the subject
matter hereof.

f.	Assignments, Successors and No Third-Party Rights.  No party may
assign any of his, her or its rights under this Agreement without the
prior consent of the other parties hereto, except for an assignment by a
Senior Lender in connection with an assignment of the Note or Warrant of
such Senior Lender.  Subject to the preceding sentence, this Agreement
will apply to, be binding in all respects upon, and inure to the benefit
of the successors and permitted assigns of the parties. Nothing expressed
or referred to in this Agreement will be construed to give any party
other
than the parties to this Agreement any legal or equitable right, remedy,
or claim under or with respect to this Agreement or any provision of this
Agreement. This Agreement and all of its provisions and conditions are
for
the sole and exclusive benefit of the parties to this Agreement and their
successors and assigns.

g.	Governing Law. This Agreement shall be construed and enforced
according to, and governed by, the laws of the State of Washington
without
reference to conflicts of laws provisions which, but for this provision,
would require the application of the law of any other jurisdiction.  The
venue of any action brought to interpret or enforce the provisions of
this
Agreement shall be laid only in Jefferson County, Colorado, and the
Company and the Senior Lender hereby consent to the jurisdiction of the
courts of such state and county.

h.	Section Headings.  The descriptive headings in this Agreement
have been inserted for convenience only and shall not be deemed to limit
or otherwise affect the construction of any provision thereof or hereof.

i.	Counterparts.  This Agreement may be executed from time to time
in any number of counterparts, each of which when so executed and
delivered shall be taken to be an original; but such counterparts shall
together constitute but one and the same document.

j.	No Rights of a Shareholder.  Nothing contained in this Agreement
or the Notes shall be construed as conferring upon any Senior Lender or
any other person the right to vote or consent or to receive notice as a
shareholder in respect of meetings of shareholders for the election of
directors of the Company or any other matters or any rights whatsoever as
a shareholder of the Company prior to the time that the Note is converted
into Common Stock pursuant to its terms.

	k.	Termination Fee.  In the event that a Restructuring Event has
not occurred on or before March 31, 2002 (the "Termination Date") other
than due to the fault of the Senior Lenders (which fault shall not
include
the Senior Lenders exercising their right to approve or disapprove any
plan of reorganization for the Company pursuant to Section 1.c(5) hereof
or any other right under the Transaction Documents), the Company shall
pay
to the Senior Lenders a termination fee equal to ten percent of the funds
deposited into Escrow by the Senior Lenders (the "Termination Fee")
within five days after the Termination Date.  The Company and the Senior
Lenders acknowledge that the Termination Fee constitutes liquidated
damages and not a penalty for Company's failure to conclude a
Restructuring Event.  The parties hereby acknowledge that the Termination
Fee is intended to compensate the Senior Lenders for (i) lost opportunity
costs associated with the anticipated restructure and the Senior Lenders'
economic interest in the restructured Company; (ii) the expenses incurred
by the Senior Lenders during the course of negotiating and implementing
the Transaction Documents; (iii) the extended period during which the
Senior Lenders' funds will be held in Escrow prior to Closing; and (iv)
the inability of the Company and the Senior Lenders to determine, with
any
reasonable degree of accuracy, the actual damages Senior Lenders will
suffer if a Restructuring Event does not occur.

IN WITNESS WHEREOF, the undersigned and the Senior Lenders executing
the Subscription Agreements hereby agree to be bound to the terms and
conditions of this Agreement.


CROWN RESOURCES CORPORATION



By:
Name:  Xxxxxxxxxxx X. Herald
Title:    President


CROWN RESOURCE CORP. OF COLORADO



By:
Name: Xxxxxxxxxxx X. Herald
Title:   President


EXHIBIT A
FORM OF SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT


Crown Resources Corporation
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxxxxxx  00000
Attention:  Chief Financial Officer

	Re: Convertible Note Offering

Ladies and Gentlemen:

	Crown Resources Corporation, a Washington corporation (the
"Company"),
has solicited the undersigned ("Subscriber") to purchase, under the terms
of that certain Convertible Note Purchase Agreement (the "Purchase
Agreement") (to which this Subscription Agreement is Exhibit A), a
convertible promissory note in the principal amount set forth below and
in
the form attached to the Purchase Agreement as Exhibit B (the "Note") and
warrants in the form attached to the Purchase Agreement as Exhibit C (the
"Warrant").

Subscription. Subject to the terms and conditions set forth in this
Subscription Agreement and the terms and conditions of the Purchase
Agreement, Subscriber hereby irrevocably subscribes for and agrees to
purchase:

(a)	the Note with a principal balance of $650,000 (the "Purchase
Price") and;
(b)	the Warrant (the Note and Warrant are collectively referred to
as the "Instruments").

Payment of the Purchase Price shall be paid by wire transfer into the
Escrow, as such term is defined in the Purchase Agreement, of immediately
available funds for the Purchase Price along with the delivery of
manually
signed copies of this Subscription Agreement, the Purchase Agreement, the
Note, the Warrant, the Escrow Agreement in the form attached to the
Purchase Agreement as Exhibit G and each of the other Transaction
Documents as described in the Purchase Agreement to which Subscriber is a
party or a signatory (the foregoing documents are collectively referred
to
as the "Transaction Documents"). The Purchase Price and the Transaction
Documents shall be held in the Escrow under the terms of the Escrow
Agreement.

Acknowledgments.  The Subscriber acknowledges that: (a) upon
execution of this Subscription Agreement, Subscriber shall be a party to,
and bound by, the Escrow Agreement and, upon acceptance of this
Subscription Agreement by the Company, the Purchase Agreement; (b)
Subscriber has read the Purchase Agreement, including the representation
of the Company and of each Senior Lender, including the representation
regarding insolvency of the Company and the related Risk Disclosure; and
(c) Subscriber has reviewed the SEC Documents and has had the opportunity
to ask questions of the Company's representatives.

Representations.  The Subscriber hereby makes the representations and
warranties of a Senior Lender as set forth in the Purchase Agreement, and
represents and warrants that the Subscriber: (i) has such knowledge and
experience in financial and business matters that he, she or it is
capable
of evaluating the merits and risks of the investment contemplated by the
Transaction Documents and making an informed investment decision with
respect thereto; (ii) is able to bear the economic risk of an investment
in the Instruments and can afford to sustain a substantial loss on such
investment; (iii) has had, during the course of this transaction, the
opportunity to ask questions and receive answers from the Company
concerning the Company and the Transaction Documents; (iv) is an
"accredited investor" as such term is defined in Rule 501 under the
Securities Act of 1933, as amended; and (v) is purchasing the Instruments
for his, her or its own account, for investment only and not with a view
to, or any present intention of, effecting a distribution of such
securities or any part thereof except pursuant to a registration or an
available exemption under applicable law.

Reliance.  The Subscriber acknowledges that the Company is relying on
the information and representations in this Subscription Agreement
(incorporated by reference from the Purchase Agreement). The Subscriber
affirms that all of the Subscriber's representations and warranties are
accurate and complete and may be relied upon by the Company in
determining
the availability of an exemption from registration for the offer and sale
of securities of the Company.  The Subscriber agrees to provide such
additional confirmation of the Subscriber's status as an "accredited
investor" as the Company may request.

General.  This Subscription Agreement shall be governed by the laws
of the State of Washington.  This Agreement cannot be changed or
terminated or any performance or condition waived in whole or in part
except by a writing signed by the party against whom enforcement of the
change, termination or waiver is sought.  The waiver of any breach of any
term or condition of this Agreement shall not be deemed to constitute the
waiver of any other breach of the same or any other term or condition.

IN WITNESS WHEREOF, the Subscriber executes and agrees to be bound by
this Subscription Agreement.


Solitario Resources Corporation			Dated:
___________________________

By:______________________________
	Xxxxxxxxxxx X. Herald
Its President

Address of Subscriber: 				Social Security/Tax ID Number:

0000 Xxxxxxx Xxxxxx
	___________________________________
Xxxxx 000
Xxxxx Xxxxx, XX 00000
Attn:  Xxxxxxxxxxx X. Herald
	President







EXHIBIT B
FORM OF PROMISSORY NOTE



EXHIBIT C
FORM OF WARRANT

WARRANT

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES
OR
BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR
OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH
RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2)
PURSUANT
TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT AND UNDER
APPLICABLE STATE SECURITIES AND BLUE SKY LAWS RELATING TO THE DISPOSITION
OF
SECURITIES, PROVIDED THAT AN OPINION OF COUNSEL TO SUCH EFFECT IS
PROVIDED
TO THE COMPANY IN CONNECTION THEREWITH.


No. R-5


CROWN RESOURCES CORPORATION
WARRANT TO PURCHASE COMMON STOCK

	This certifies that, for value received, Solitario Resources
Corporation, or registered assigns ("Holder"), is entitled, subject to
the
terms set forth below, to purchase from Crown Resources Corporation, a
Washington corporation (the "Company"), up to 1,857,143 shares of the
Company's common stock, par value $0.01 ("Common Stock") for the Exercise
Price set forth in Section 2.  The term "Warrant" means this warrant,
which
is one of a series of warrants issued for the Common Stock of the Company
under the terms of the Purchase Agreement, and any warrants delivered in
substitution therefor as provided herein, and the term "Warrants" means
all
warrants issued for the Common Stock of the Company under the terms of
that
certain Convertible Note Purchase Agreement, dated as of October ____,
2001,
by and among the Company, the Holder and certain other purchasers of
Notes
(the "Purchase Agreement").  Any terms used herein without definition
shall
have the meaning given them in the Purchase Agreement.

	1.	Term of Warrant.  Subject to the terms and conditions set forth
herein, this Warrant shall be exercisable, in whole or in part, at any
time
until 5:00 p.m., Mountain time, on October ___, 2006, and shall be void
thereafter.

	2.	Exercise Price.  The Exercise Price of this Warrant shall be
$0.75
per share, as adjusted from time to time pursuant to Section 11 hereof.

	3.	Exercise of Warrant.

(a)	The purchase rights represented by this Warrant are
exercisable by the Holder, in whole or in part, at any time during the
term
hereof as described in Section 1 above, by the surrender of this Warrant
and
the Notice of Exercise attached hereto duly completed and executed on
behalf
of the Holder, at the office of the Company (or such other office or
agency
of the Company as it may designate by notice in writing to the Holder at
the
address of the Holder appearing on the books of the Company), upon
payment
of the Exercise Price with respect to the shares to be purchased (i) in
cash
or by check acceptable to the Company, or (ii) in such other manner as
the
Holder and the Company may agree, as set forth in Holder's Notice of
Exercise as acknowledged and accepted by the Company.

		(b) 	This Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of its surrender
for
exercise as provided above, and the person entitled to receive the shares
of
Common Stock issuable upon such exercise shall be treated for all
purposes
as the holder of record of such shares as of the close of business on
such
date.  As promptly as practicable on or after such date and in any event
within ten (10) days thereafter, the Company at its expense shall issue
and
deliver to the person or persons entitled to receive the same a
certificate
or certificates for the number of shares issuable upon such exercise and,
if
this Warrant has not been fully exercised and has not expired, a new
Warrant
representing the shares of Common Stock not so acquired.

(c)	Notwithstanding any provisions herein to the contrary, if the
fair market value of one share of Common Stock is greater than the
Exercise
Price (at the date of calculation as set forth below), in lieu of
exercising
this Warrant for cash, the Holder may elect to receive shares equal to
the
value (as determined below) of the portion of this Warrant then being
exercised by surrender of this Warrant at the principal office of the
Company together with the properly endorsed Notice of Exercise and notice
of
such election, in which event the Company shall issue to the Holder a
number
of shares of Common Stock computed using the following formula:
X = Y (A-B)
             A

Where	X = the number of shares of Common Stock to be
			issued to the Holder

	Y = the number of shares of Common Stock
				for
which this Warrant is being exercised

A = the fair market value of one share of the
Company's Common Stock (at the date of such
calculation)

B = the per share Exercise Price

For purposes of the above calculation, fair market value of one share of
Common Stock shall be the closing price or, if the closing price is not
available, the average of the closing bid and ask prices of the Company's
Common Stock as traded on the OTC Bulletin Board or other public market
on
the date of the exercise or if there is no public market for the
Company's
Common Stock at the time of such exercise, as determined by the Company's
Board of Directors in good faith.

	4.	No Fractional Shares.  No fractional shares shall be issued
upon
the exercise of this Warrant. In lieu of any fractional share to which
the
Holder would otherwise be entitled, the Company shall make a cash payment
equal to the fair market value of one share of the Company's Common Stock
multiplied by such fraction.

	5.	Replacement of Warrant.  On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation
of
this Warrant and, in the case of loss, theft or destruction, on delivery
of
an indemnity agreement reasonably satisfactory in form and substance to
the
Company or, in the case of mutilation, on surrender and cancellation of
this
Warrant, the Company at its expense shall execute and deliver, in lieu of
this Warrant, a new warrant of like tenor and amount.

	6.	Rights of Shareholders.  Subject to Sections 9 and 11 of this
Warrant, the Holder shall not be entitled to vote or receive dividends or
be
deemed the holder of Common Stock or any other securities of the Company
that 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,
as
such, any of the rights of a shareholder of the Company or any right to
vote
for the election of directors or upon any matter submitted to
shareholders
at any meeting thereof, or to give or withhold consent to any corporate
action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, or change of stock to no
par
value, consolidation, merger, conveyance, or otherwise) or to receive
notice
of meetings, or to receive dividends or subscription rights or otherwise,
until the Warrant shall have been exercised as provided herein.

7.	Transfer of Warrant.

(a)	Warrant Register.  The Company will maintain a register (the
"Warrant Register") containing the names and addresses of the Holder or
Holders.  Any Holder of this Warrant or any portion thereof may change
his
or her address as shown on the Warrant Register by written notice to the
Company requesting such change.  Any notice or written communication
required or permitted to be given to the Holder may be delivered or given
by
mail to such Holder as shown on the Warrant Register and at the address
shown on the Warrant Register.  Until this Warrant is transferred on the
Warrant Register of the Company, the Company may treat the Holder as
shown
on the Warrant Register as the absolute owner of this Warrant for all
purposes, notwithstanding any notice to the contrary.

(b)	Transferability and Nonnegotiability of Warrant.  This Warrant may
not be transferred or assigned in whole or in part without compliance
with
all applicable federal and state securities laws by the transferor and
the
transferee (including the delivery of investment representation letters
and
legal opinions reasonably satisfactory to the Company, if such are
requested
by the Company).  Subject to the provisions of this Warrant with respect
to
compliance with the Securities Act of 1933, as amended (the "Act"), title
to this Warrant may be transferred by endorsement (by the Holder
executing
the Assignment Form annexed hereto) and delivery in the same manner as a
negotiable instrument transferable by endorsement and delivery.

(c)	Exchange of Warrant Upon a Transfer.  On surrender of this Warrant
for exchange, properly endorsed on the Assignment Form and subject to the
provisions of this Warrant with respect to compliance with the Act and
with
the limitations on assignments and transfers contained in this Section 7,
the Company at its expense shall issue to or on the order of the Holder a
new warrant or warrants of like tenor, in the name of the Holder or as
the
Holder (on payment by the Holder of any applicable transfer taxes) may
direct, for the number of shares issuable upon exercise hereof.

(d)	Compliance with Securities Laws.

		(i) 	The Holder of this Warrant, by acceptance hereof,
acknowledges that this Warrant and the shares of Common Stock to be
issued
upon exercise hereof are being acquired solely for the Holder's own
account
and not as a nominee for any other party, and for investment, and that
the
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 that will not result in a violation of the Act or any state
securities laws.  Upon exercise of this Warrant, the Holder shall, if
requested by the Company, confirm in writing, in a form satisfactory to
the
Company, that the shares of Common Stock so purchased are being acquired
solely for the Holder's own account and not as a nominee for any other
party, for investment, and not with a view toward distribution or resale.

		(ii) 	This Warrant and all shares of Common Stock issued
upon
exercise hereof shall be stamped or imprinted with a legend in
substantially
the following form (in addition to any legend required by state
securities
laws):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A
REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES AND
BLUE SKY LAWS RELATING TO THE DISPOSITION OF SECURITIES, PROVIDED THAT
AN OPINION OF COUNSEL TO SUCH EFFECT IS PROVIDED TO THE COMPANY IN
CONNECTION THEREWITH.

	8.	Representations; Covenants.

	(a)	The Company represents and warrants that all shares of Common
Stock which may be issued upon the exercise of the purchase right
represented by this Warrant shall, upon issuance, be duly authorized,
validly issued, fully paid and nonassessable, and free of any liens and
encumbrances except for restrictions on transfer provided for herein or
under applicable federal and state securities laws.

(b)	The Company covenants that from the date of issuance and through
the term during which this Warrant is exercisable, the Company will
reserve
from its authorized and unissued Common Stock a sufficient number of
shares
to provide for the issuance of Common Stock upon the exercise of this
Warrant and thereafter, from time to time, will take all steps necessary
to
amend its Articles of Incorporation (the "Articles") to provide
sufficient
reserves of shares of Common Stock issuable upon exercise of the Warrant.
The Company agrees that its issuance of this Warrant shall constitute
full
authority to its officers who are charged with the duty of executing
stock
certificates to execute and issue the necessary certificates for shares
of
Common Stock upon the exercise of this Warrant.

	9.	Notices.

	(a) 	Whenever the Exercise Price or number of shares purchasable
hereunder shall be adjusted pursuant to Section 11 hereof, the Company
shall
issue a certificate signed by its Secretary setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment,
the method by which such adjustment was calculated, and the Exercise
Price
and number of shares purchasable hereunder after giving effect to such
adjustment, and shall cause a copy of such certificate to be mailed (by
registered or certified mail, postage prepaid and return receipt
requested)
to the Holder of this Warrant.

	(b) 	In case:

		(i) 	the Company shall take a record of the holders of its
Common
Stock (or other stock or securities at the time receivable upon the
exercise
of this Warrant) for the purpose of entitling them to receive any
dividend
or other distribution, or any right to subscribe for or purchase any
shares
of stock of any class or any other securities, or to receive any other
right, or

		(ii) 	of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation
or
merger of the Company with or into another corporation, or any conveyance
of
all or substantially all of the assets of the Company to another
corporation, or

		(iii)	of any voluntary dissolution, liquidation or winding-
up
of the Company,

then, and in each such case, the Company will mail or cause to be mailed
to
the Holder or Holders a notice specifying, as the case may be, (A) the
date
on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such
dividend, distribution or right, or (B) the date on which such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up is to take place, and the time, if
any is to be fixed, as of which the holders of record of Common Stock (or
such stock or securities at the time receivable upon the exercise of this
Warrant) shall be entitled to exchange their shares of Common Stock (or
such
other stock or securities) for securities or other property deliverable
upon
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up.  Such notice shall be mailed at
least fifteen (15) days prior to the date therein specified.

	(c)	All such notices and communications shall be deemed to have
been
received (i) in the case of personal delivery, on the date of such
delivery
and (ii) in the case of mailing, on the fifth business day following the
date of such mailing.

	10.	Amendments and Waiver. Any provision of this Warrant may be
amended or waived with the written consent of the Company and the holders
of
Warrants representing not less than a majority of the shares of Common
Stock
issuable upon exercise of any and all outstanding Warrants.  Any
amendment
effected in accordance with this Section 10 shall be binding upon each
Holder of any of the Warrants, each future Holder, and the Company;
provided, however, that no special consideration or inducement may be
given
to any such Holder in connection with such consent that is not given
ratably
to all such Holders, and that such amendment must apply to all such
Holders
equally and ratably in accordance with the number of shares of Common
Stock
issuable upon exercise of their Warrants.  The Company shall promptly
give
notice to all Holders of Warrants of any amendment effected in accordance
with this Section 10. No waivers of, or exceptions to, any term,
condition
or provision of this Warrant, in any one or more instances, shall be
deemed
to be, or construed as, a further or continuing waiver of any such term,
condition or provision. No waivers of, or exceptions to, any term,
condition
or provision of this Warrant, in any one or more instances, shall be
deemed
to be, or construed as, a further or continuing waiver of any such term,
condition or provision.

	11.	Adjustments.  The Exercise Price and the number of shares
purchasable hereunder are subject to adjustment from time to time as
follows:

		11.1.	Merger, Sale of Assets, etc.  If at any time while
this
Warrant is outstanding and unexpired there shall be (i) a reorganization
(other than a combination, reclassification, exchange or subdivision of
shares otherwise provided for herein), (ii) a merger or consolidation of
the
Company with or into another corporation in which the Company is not the
surviving entity, or a reverse triangular merger in which the Company is
the
surviving entity but the shares of the Company's capital stock
outstanding
immediately prior to the merger are converted by virtue of the merger
into
other property, whether in the form of securities, cash, or otherwise, or
(iii) a sale or transfer of the Company's properties and assets as, or
substantially as, an entirety to any other person, then, as a part of
such
reorganization, merger, consolidation, sale or transfer, lawful provision
shall be made so that the holder of this Warrant shall thereafter be
entitled to receive upon exercise of this Warrant, during the period
specified herein and upon payment of the Exercise Price then in effect,
the
number of shares of stock or other securities or property of the
successor
corporation resulting from such reorganization, merger, consolidation,
sale
or transfer that a holder of the shares deliverable upon exercise of this
Warrant would have been entitled to receive in such reorganization,
consolidation, merger, sale or transfer if this Warrant had been
exercised
immediately before such reorganization, merger, consolidation, sale or
transfer, all subject to further adjustment as provided in this Section
11.
 The constituent documents effecting any such reorganization,
consolidation,
sale or transfer shall provide for adjustments that shall be as nearly
equivalent as may be practicable to the agreements in this Section 11.1.
The foregoing provisions of this Section 11.1 shall similarly apply to
successive reorganizations, consolidations, mergers, sales and transfers
and
to the stock or securities of any other corporation that are at the time
receivable upon the exercise of this Warrant.  If the per share
consideration payable to the holder hereof for shares in connection with
any
such transaction is in a form other than cash or marketable securities,
then
the value of such consideration shall be determined in good faith by the
Company's Board of Directors.  In all events, appropriate adjustment (as
determined in good faith by the Company's Board of Directors) shall be
made
in the application of the provisions of this Warrant with respect to the
rights and interests of the Holder after the transaction, to the end that
the provisions of this Warrant shall be applicable after that event, as
near
as reasonably may be, in relation to any shares or other property
deliverable after that event upon exercise of this Warrant.

		11.2	Reclassification, etc.  If the Company, at any time while
this Warrant, or any portion hereof, remains outstanding and unexpired by
reclassification of securities or otherwise, shall change any of the
securities as to which purchase rights under this Warrant exist into the
same or a different number of securities of any other class or classes,
this
Warrant shall thereafter represent the right to acquire such number and
kind
of securities as would have been issuable as the result of such change
with
respect to the securities that were subject to the purchase rights under
this Warrant immediately prior to such reclassification or other change
and
the Exercise Price therefor shall be appropriately adjusted, all subject
to
further adjustment as provided in this Section 11.

		11.3 	Split, Subdivision or Combination of Stock.  If the
Company at any time while this Warrant, or any portion hereof, remains
outstanding and unexpired shall split, subdivide or combine the
securities
as to which purchase rights under this Warrant exist, into a different
number of securities of the same class, the number of securities for
which
this Warrant may be exercised shall be proportionately increased in the
case
of a split or subdivision or proportionately decreased in the case of a
combination and the Exercise Price therefor shall be proportionately
decreased in the case of a split or subdivision or proportionately
increased
in the case of a combination, all subject to further adjustment as
provided
in this Section 11.

		11.4	Adjustments for Dividends in Stock or Other Securities or
Property.  If while this Warrant remains outstanding and unexpired the
holders of the securities as to which purchase rights under this Warrant
exist at the time shall have received, or, on or after the record date
fixed
for the determination of eligible shareholders, shall have become
entitled
to receive, without payment therefor, other or additional stock or other
securities or property (other than cash) of the Company by way of
dividend,
then and in each case, this Warrant shall represent the right to acquire,
in
addition to the number of shares of the security receivable upon exercise
of
this Warrant, and without payment of any additional consideration
therefor,
the amount of such other or additional stock or other securities or
property
(other than cash) of the Company that such holder would hold on the date
of
such exercise had it been the holder of record of the security receivable
upon exercise of this Warrant on the date hereof and had thereafter,
during
the period from the date hereof to and including the date of such
exercise,
retained such shares and/or all other additional stock available by it as
aforesaid during such period, giving effect to all adjustments called for
during such period by the provisions of this Section 11.

		11.5	Certain Issuances of Securities.  Subject to Section 11.7,
if
the Company at any time after the date hereof shall issue any additional
shares of Common Stock (otherwise than as provided in Sections 11.1,
11.2,
11.3 or 11.4) at a price per share less than the Average Price (as
hereinafter defined) per share of Common Stock for the 20 trading days
immediately preceding the date of the authorization of such issuance (the
"Market Price") by the Board of Directors or its compensation committee
(as
applicable), then the Exercise Price upon each such issuance shall be
adjusted to that price determined by multiplying the Exercise Price by a
fraction:

		(i)	the numerator of which shall be the sum of (1) the number
of
shares of Common Stock outstanding immediately prior to the issuance of
such
additional shares of Common Stock multiplied by the Market Price, and (2)
the consideration, if any, received by the Company upon the issuance of
such
additional shares of Common Stock, and

		(ii)	the denominator of which shall be the Market Price
multiplied
by the total number of shares of Common Stock outstanding immediately
after
the issuance of such additional shares of Common Stock.

No adjustments of the Exercise Price shall be made under this Section
11.5
upon the issuance of any additional shares of Common Stock that (a) are
issued pursuant to any grant or award made prior to the date hereof under
any thrift plan, stock purchase plan, stock bonus plan, stock option
plan,
employee stock ownership plan, incentive or profit sharing arrangement or
other benefit or compensation plan for the benefit of the Company's
officers, directors and/or employees ("Employee Benefit Plans") that has
been approved by the Board of Directors of the Company or its
compensation
committee and that otherwise would cause an adjustment under this Section
11.5; (b) are issued pursuant to any grant or award made on or after the
date hereof under any Employee Benefit Plan if the purchase, option,
conversion or exercise price, as applicable, of any such issuance is not
less than the lesser of the Market Price as determined above and the
"Fair
Market Value", as defined under the applicable Employee Benefit Plan, on
the
date of the Board of Directors' or compensation committee's
authorization;
(c) are issued pursuant to any Common Stock Equivalent (as hereinafter
defined) (x) if upon the issuance of any such Common Stock Equivalent,
any
such adjustments shall previously have been made pursuant to Section
11.6,
(y) if no adjustment was required pursuant to Section 11.6, or (z) if
such
Common Stock Equivalent was issued prior to this Warrant; (d) are issued
pursuant to a public offering by the Company; or (e) results in an
adjustment pursuant to Section 11.7.

As used in this Warrant, "Price" means the average of the "high" and
"low" prices as reported in The Wall Street Journal's listing for such
day
or if such shares are not reported in such listing, the average of the
reported sales prices on the largest national securities exchange (based
on
the aggregate dollar value of securities listed) on which such shares are
listed or traded, or if such shares are not listed or traded on any
national
securities exchange, then the average of the reported sales prices for
such
shares in the over-the-counter market, as reported on the National
Association of Securities Dealers Automated Quotations Systems, or, if
such
prices shall not be reported thereon, then the average of the closing bid
and asked prices so reported, or if such prices shall not be so reported,
then the average of the closing bid and asked prices reported by the
National Quotations Bureau Incorporated, or if such prices shall not be
so
reported, then the fair market value price as determined in good faith by
the Board of Directors of the Company.  The "Average Price" per share for
any period shall be determined by dividing the sum of the Prices
determined
for the individual trading days in such period by the number of trading
days
in such period.

		11.6	Common Stock Equivalents.

		(a)	Subject to Section 11.7, if the Company shall, after the
date
hereof, issue any security or evidence of indebtedness which is
convertible
into or exchangeable for Common Stock ("Convertible Security"), or any
warrant, option or other right to subscribe for or purchase Common Stock
or
any Convertible Security, other than pursuant to Employee Benefit Plans
(together with Convertible Securities, "Common Stock Equivalent"), then
the
Exercise Price upon each such issuance shall be adjusted as provided in
Section 11.5 on the basis that (i) the maximum number of additional
shares
of Common Stock issuable pursuant to all such Common Stock Equivalents
shall
be deemed to have been issued as of the date of issuance of such Common
Stock Equivalent; and (ii) the aggregate consideration for such maximum
number of additional shares of Common Stock shall be deemed to be the
minimum consideration received and receivable by the Company for the
issuance of such additional shares of Common Stock pursuant to such
Common
Stock Equivalent.

		(b)	Notwithstanding the foregoing, no adjustment shall be made
pursuant to this Section 11.6 unless the consideration received and
receivable by the Company per share of Common Stock for the issuance of
such
additional shares of Common Stock pursuant to such Common Stock
Equivalent
is less than the Market Price.  No adjustment of the Exercise Price shall
be
made under this Section 11.6 upon the issuance of any Convertible
Security
which is issued pursuant to the conversion or exercise of any other
Convertible Security or the exercise of any warrants or other
subscription
or purchase rights therefor, if any adjustment shall previously have been
made in the Exercise Price then in effect upon the issuance of such
warrants
or other rights pursuant to this Section 11.6.  No adjustment shall be
made
under this Section 11.6 if an adjustment is to be made under Section
11.7.
No adjustment shall be made as a result of adjustment in the exercise or
conversion price of Common Stock Equivalents, if those adjustments occur
by
the terms of such Common Stock Equivalents.

		11.7	Special Adjustments of Exercise Price.  Notwithstanding
anything to the contrary in Section 11.5 or Section 11.6, this Section
11.7
shall govern adjustments to the Exercise Price for the transactions
described in this Section 11.7.

		(a)	If the Company at any time after the date hereof and prior
to
the second anniversary of the date hereof shall issue any additional
shares
of Common Stock (otherwise than as provided in Sections 11.1, 11.2, 11.3
and
11.4; pursuant to any Employee Benefit Plan; or pursuant to any Common
Stock
Equivalent outstanding as of the date hereof) or upon the issuance of any
such Common Stock, any adjustments shall previously have been made
pursuant
to Section 11.6 or Section 11.7(b); and the New Stock Issue Price
(defined
below) of such additional shares is less than the Exercise Price then in
effect, then the Exercise Price upon each such issuance shall be adjusted
to
the New Stock Issue Price of such additional shares.  The "New Stock
Issue
Price" shall be determined by dividing the total amount of consideration
received by the Company for such issue or sale by the number of shares of
Common Stock issued or sold.

		(b)	If the Company at any time after the date hereof and prior
to
the second anniversary of the date hereof, issues any Common Stock
Equivalent (which by definition excludes Employee Benefit Plan
securities)
(otherwise than as provided in Sections 11.1, 11.2, 11.3 and 11.4; or
pursuant to any Common Stock Equivalent outstanding as of the date
hereof)
and the New CSE Exercise Price (defined below) of such Common Stock
Equivalents is less than the Exercise Price then in effect, then the
Exercise Price upon each such issuance shall be adjusted to the New CSE
Exercise Price of such Common Stock Equivalents.  The "New CSE Exercise
Price" shall be determined by dividing (x) the total amount, if any,
received or receivable by the Company as consideration for the issuance
of
such Common Stock Equivalents, plus the minimum aggregate amount of
additional consideration payable to the Company upon the exercise,
conversion or exchange of such Common Stock Equivalents, plus, in the
case
of any such Common Stock Equivalents which relate to Convertible
Securities,
the minimum aggregate amount of additional consideration, if any, payable
to
the Company upon the conversion or exchange of such Convertible
Securities,
by (y) the total maximum number of shares of Common Stock issuable upon
the
exercise, conversion or exchange of all such Common Stock Equivalents.

		11.8	Certificate as to Adjustments.  Upon the occurrence of
each
adjustment or readjustment pursuant to this Section 11, the Company at
its
expense shall promptly compute such adjustment or readjustment in
accordance
with the terms hereof and furnish to each Holder of this Warrant a
certificate setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based.
The
Company shall, upon the written request, at any time, of any such Holder,
furnish or cause to be furnished to such Holder a like certificate
setting
forth: (i) such adjustments and readjustments; (ii) the Exercise Price at
the time in effect; and (iii) the number of shares and the amount, if
any,
of other property that at the time would be received upon the exercise of
the Warrant.

		11.9	 No Impairment.  The Company will not, by any 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
Section 11 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.

		11.10	Miscellaneous.  The following provisions shall be
applicable to the making of adjustments in the Exercise Price
hereinbefore
provided in this Section 11:

		(a)	The consideration received by the Company shall be deemed
to
be the following:  (i) to the extent that any additional shares of Common
Stock or any Common Stock Equivalent shall be issued for cash
consideration,
the consideration received by the Company therefor, or, if such
additional
shares of Common Stock or Common Stock Equivalent are offered by the
Company
for subscription, the subscription price, or, if such additional shares
of
Common Stock or Common Stock Equivalent are sold to underwriters or
dealers
for public offering without a subscription offering, the initial public
offering price, in any such case excluding any amounts paid or receivable
for accrued interest or accrued dividends and without deduction of any
compensation, discounts, commissions or expenses paid or incurred by the
Company for and in the underwriting of, or otherwise in connection with,
the
issue thereof; (ii) to the extent that such issuance shall be for a
consideration other than cash, then, except as herein otherwise expressly
provided, the fair value of such consideration at the time of such
issuance
as determined in good faith by the Board of Directors, as evidenced by a
certified resolution of the Board of Directors delivered to the holder of
this Warrant setting forth such determination.  The consideration for any
additional shares of Common Stock issuable pursuant to any Common Stock
Equivalent shall be the consideration received by the Company for issuing
such Common Stock Equivalent, plus the additional consideration payable
to
the Company upon the exercise, conversion or exchange of such Common
Stock
Equivalent.  In case of the issuance at any time of any additional shares
of
Common Stock or Common Stock Equivalent in payment or satisfaction of any
dividend upon any class of stock other than Common Stock, the Company
shall
be deemed to have received for such additional shares of Common Stock or
Common Stock Equivalent (which shall not be deemed to be a dividend
payable
in, or other distribution of, Common Stock under Section 11.4 above)
consideration equal to the amount of such dividend so paid or satisfied.
In
the event additional shares of Common Stock or Common Stock Equivalents
are
issued together with other shares or securities or other assets of the
Company or its subsidiaries for consideration which covers both, the
consideration for such shares of Common Stock and Common Stock
Equivalents
shall be computed based on the respective portions of such consideration
so
received, computed as provided in this Section 11.10(a), as determined
and
allocated in good faith by the Board of Directors of the Company.

		(b)	Upon the expiration of the right to convert, exchange or
exercise any Common Stock Equivalent the issuance of which effected an
adjustment to the Exercise Price, if any such Common Stock Equivalent
shall
not have been converted, exercised or exchanged, the number of shares of
Common Stock deemed to be issued and outstanding because they were
issuable
upon conversion, exchange or exercise of any such Common Stock Equivalent
shall no longer be computed as set forth above, and the Exercise Price
shall
forthwith be readjusted and thereafter be the price which it would have
been
(but reflecting any other adjustments in the Exercise Price made pursuant
to
the provisions of Section 11.5 after the issuance of such Common Stock
Equivalent) had the adjustment of the Exercise Price made upon the
issuance
or sale of such Common Stock Equivalent been made on the basis of the
issuance only of the number of additional shares of Common Stock actually
issued upon exercise, conversion or exchange of such Common Stock
Equivalent
and thereupon only the number of additional shares of Common Stock
actually
so issued shall be deemed to have been issued and only the consideration
actually received by the Company (computed as in this Section 11.10(b)),
shall be deemed to have been received by the Company.

		(c)	The number of shares of Common Stock at any time
outstanding
shall not include any shares thereof then directly or indirectly owned or
held by or for the account of the Company or its wholly owned
subsidiaries.

		(d)	Upon each adjustment of the Exercise Price as a result of
the
calculations made in Sections 11.5, 11.6 and 11.7 hereof, this Warrant
shall
thereafter evidence the right to purchase, at the adjusted Exercise
Price,
that number of shares of Common Stock obtained by (i) multiplying the
number
of shares covered by this Warrant immediately prior to such adjustment of
the number of shares by the Exercise Price in effect immediately prior to
such adjustment of the Exercise Price and (ii) dividing the product so
obtained by the Exercise Price in effect immediately after such
adjustment
of the Exercise Price.

		(e)	For the purpose of this Section 11 the term "shares of
Common
Stock" shall mean shares of (i) the class of stock designated as the
Common
Stock at the date hereof or (ii) any other class of stock resulting from
successive changes or reclassifications of such shares consisting solely
of
changes in par value, or from par value to no par value, or from no par
value to par value.  If at any time, because of an adjustment pursuant to
Section 11.1, the Warrants shall entitle the holders to purchase any
securities other than shares of Common Stock, thereafter the number of
such
other securities so purchasable upon exercise of each Warrant and the
Exercise Price of such securities shall be subject to adjustment from
time
to time in a manner and on terms as nearly equivalent as practicable to
the
provisions with respect to the Common Stock contained in this Section 11.

		11.11	Calculation of Exercise Price.  The Exercise Price in
effect from time to time shall be calculated to four decimal places and
rounded to the nearest thousandth.

	12.	Governing Law. This Warrant shall be construed and enforced
according to, and governed by, the laws of the State of Washington
without
reference to conflicts of laws provisions which, but for this provision,
would require the application of the law of any other jurisdiction.  The
venue of any action brought to interpret or enforce the provisions of
this
Warrant shall be laid only in Jefferson County, Colorado, and the Company
and the Holder hereby consent to the jurisdiction of the courts of such
state and county.

	IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed
by its officers thereunto duly authorized.

Dated:  ___________, 2001 			CROWN RESOURCES CORPORATION


By:____________________________________
	Xxxxxxxxxxx X. Herald
	Its:  President

Signed for Identification:

HOLDER


________________________________


NOTICE OF EXERCISE

To:	Crown Resources Corporation

	(1)	The undersigned hereby (A) elects to purchase shares of Common
Stock of Crown Resources Corporation, pursuant to the provisions of
Section
3(a) of the attached Warrant, and tenders herewith payment of the
purchase
price for such shares in full, or (B) elects to exercise this Warrant for
the purchase of shares of Common Stock, pursuant to the provisions of
Section 3(c) of the attached Warrant.

	(2)	In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the shares of Common Stock are being acquired solely
for
the account of the undersigned and not as a nominee for any other party,
and
for investment, and that the undersigned will not offer, sell or
otherwise
dispose of any such shares of Common Stock except under the circumstances
that will not result in a violation of the Securities Act of 1933, as
amended, or any applicable state securities laws.

	(3)	Please issue a certificate or certificates representing said
shares of Common Stock in the name of the undersigned or in such other
name
as is specified below:


________________________
							             (Name)


	________________________
							             (Signature)


ASSIGNMENT FORM


	FOR VALUE RECEIVED, the undersigned registered owner of this
Warrant hereby sells, assigns and transfers unto the Assignee named
below all of the rights of the undersigned under the within Warrant,
with respect to the number of shares of Common Stock set forth below:

Name of Assignee				Address			No. of Shares



and does hereby irrevocably constitute and appoint __________ Attorney
to make such transfer on the books of Crown Resources Corporation,
maintained for the purpose, with full power of substitution in the
premises.

	The undersigned also represents that, by assignment hereof, the
Assignee acknowledges that this Warrant and the shares of stock to be
issued upon exercise hereof or conversion thereof are being acquired
for investment and that the Assignee will not offer, sell or otherwise
dispose of this Warrant or any shares of stock to be issued upon
exercise hereof or conversion thereof except under circumstances which
will not result in a violation of the Securities Act of 1933, as
amended, or any state securities laws.  Further, the Assignee has
acknowledged that upon exercise of this Warrant, the Assignee shall, if
requested by the Company, confirm in writing, in a form satisfactory to
the Company, that the shares of stock so purchased are being acquired
for investment and not with a view toward distribution or resale.

DATED:  _______________, 2001


						____________________________________
						Signature of Holder



EXHIBIT D-1
FORM OF GENERAL SECURITY AGREEMENT
GENERAL SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this "Security Agreement") is made this __
day of October, 2001, by CROWN RESOURCES CORPORATION, a Washington
corporation ("Crown") and CROWN RESOURCE CORP. OF COLORADO, a Colorado
corporation ("Crown Colorado" and together with Crown, "Grantor") in
favor of XXXXX FARGO BANK WEST, NATIONAL ASSOCIATION, as collateral agent
for purchasers of the Notes (as defined below) issued under the Purchase
Agreement described below (the "Senior Lenders") (in such capacity, or
any
successor in such capacity is referred to herein as the "Collateral
Agent").

RECITALS

A. 	Pursuant to a Convertible Note Purchase Agreement, dated as of
October ___, 2001 (as supplemented or otherwise amended from time to
time,
the "Purchase Agreement"), by and among Grantor and the Senior Lenders,
Grantor will issue 10% Convertible Secured Notes in an aggregate
principal
amount of up to $4,000,000 (the "Notes"), subject to the terms and
conditions set forth in the Purchase Agreement.

B. 	It is a condition to the issuance of the Notes under the Purchase
Agreement that a security interest in the Collateral described herein be
granted to the Collateral Agent for the benefit of itself and the Senior
Lenders (together with their respective successors and assigns,
collectively, the "Secured Parties"), as set forth herein.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

ARTICLE I

DEFINITIONS AND RELATED MATTERS

1.1. 	Definitions. Terms with initial capital letters not otherwise
defined herein have the respective meanings set forth in the Purchase
Agreement. In addition, the following terms with initial capital letters
have the following meanings:

"Charges" means all federal, state, county, city, municipal or other
taxes, levies, assessments or charges that, if not paid when due, may
result
in a lien of any governmental authority against the Collateral.

"Event of Default" has the meaning set forth in Section 5.1.

"Permitted Sales" has the meaning set forth in Section 4.7.

"Secured Obligations" has the meaning set forth in Section 2.2.

"Secured Parties" has the meaning set forth in Recital B.

"Security Interest" has the meaning set forth in Section 2. 1.

"Supplemental Documentation" means financing statements, continuation
statements, assignments of accounts, and other instruments or documents
necessary or requested by the Collateral Agent to create, perfect and
maintain perfected the Security Interest in any Collateral.

"UCC" means the Uniform Commercial Code (as amended from time to time)
of the State of Washington.

 	1.2. 	Related Matters.

1.2.1. Terms Used in the UCC. Unless the context clearly otherwise
requires, all lower-case terms used and not otherwise defined herein
that are used or defined in Article 9 (or any equivalent subpart) of
the UCC have the same meanings herein.

1.2.2. Construction. Unless the context of this Agreement clearly
requires otherwise, references to the plural include the singular, the
singular includes the plural, the part includes the whole, and
"including" is not limiting. The words "hereof," "herein,"
"hereby," "hereunder" and similar terms in this Agreement refer to
this Agreement as a whole (including the Preamble, the Recitals and all
Schedules and Exhibits, but subject to Section 1.2.5) and not to any
particular provision of this Agreement. Article, section, subsection,
exhibit, recital, preamble and schedule references in this Agreement
are to this Agreement unless otherwise specified. References in this
Agreement to any agreement, other document or law "as amended" or "as
may be amended from time to time," or to amendment of any document or
law, shall include any amendments, supplements, replacements, renewals
or other modifications.

1.2.3. Determinations. Any determination or calculation
contemplated by this Agreement that is made by the Collateral Agent
shall be final and conclusive and binding upon Grantor, in the absence
of manifest error. References in this Agreement to "determination" by
the Collateral Agent include good faith estimates (in the case of
quantitative determinations) and good faith beliefs (in the case of
qualitative determinations). All references herein to "discretion" of
the Collateral Agent (or terms of similar import) shall mean "absolute
and sole discretion." All consents and other actions of the Collateral
Agent contemplated by this Agreement may be given, taken, withheld or
not taken in the Collateral Agent's discretion (whether or not so
expressed), except as otherwise expressly provided herein.

1.2.4. Governing Law; Venue. Except to the extent otherwise
required under Applicable Law, the UCC shall govern the attachment,
perfection, priority and enforcement of the Security Interest and all
other matters to which the UCC applies pursuant to the terms thereof.
This Agreement shall be construed and enforced according to, and
governed by, the laws of the State of Washington without reference to
conflicts of laws provisions which, but for this provision, would
require the application of the law of any other jurisdiction (the
"Applicable Law").  The venue of any action brought to interpret or
enforce the provisions of this Agreement shall be laid only in
Jefferson County, Colorado, and Grantor and the Secured Parties
hereby consent to the jurisdiction of the courts of such state and
county.

1.2.5.  Headings. The Article and Section headings used in this
Agreement are for convenience of reference only and shall not affect
the construction hereof.

1.2.6.  Severability. If any provision of this Agreement or any
lien or other right hereunder shall be held to be invalid, illegal or
unenforceable under Applicable Law in any jurisdiction, such provision,
lien or other right shall be ineffective only to the extent of such
invalidity, illegality or unenforceability, which shall not affect any
other provisions herein or any other lien or right granted hereby or
the validity, legality or enforceability of such provision, lien or
right in any other jurisdiction.

1.2.7.  Exhibits and Schedules. All of the appendices, exhibits and
schedules attached to this Agreement shall be deemed incorporated herein
by reference.

ARTICLE 2

THE SECURITY INTEREST; SECURED OBLIGATIONS

2.1. 	Security Interest.

	2.1.1 To secure the payment and performance of the Secured
Obligations as and when due, Grantor hereby grants, conveys, pledges,
assigns and transfers to the Collateral Agent for the benefit of the
Secured Parties, a security interest (the "Security Interest") in all
of Grantor's assets, as Grantor may own from time to time, wherever
located (the "Collateral"), including, without limitation:

(i)	Cash;

(ii)	Accounts, including health-care insurance receivables;

(iii)	Chattel paper;

(iv)	Inventory;

(v)	Equipment;

(vi)	Instruments, including Promissory Notes;

(vii)	Investment Property;

(viii)	Documents;

(ix)	Deposit accounts;

(x)	Letter-of-credit rights;

(xi)	General intangibles, including payment intangibles;

(xii)	Mortgages;

(xiii)	Supporting Obligations; and

(xiv)	to the extent not listed above as original collateral,
products and proceeds of the foregoing (collectively, the "Proceeds").

	2.1.2 The Collateral shall not include a security interest in the
assets of Grantor described in the following documents:

(i) that certain Security Agreement of Crown Resources Corporation
and Crown Resource Corp. of Colorado, dated of even date hereof, by and
among Grantor and Collateral Agent;

(ii) that certain Security Agreement of Crown Resource Corp. of
Colorado, dated of even date hereof, by and between Crown Colorado and
Collateral Agent;

(iii) that certain Pledge of Crown Resources Corporation, dated of
even date hereof, by and between Crown and Collateral Agent; and

(iv) that certain Pledge of Crown Resource Corp. of Colorado,
dated of even date hereof, by and between Crown Colorado and Collateral
Agent.

2.2. 	Secured Obligations. The Security Interest shall secure the
due and punctual payment and performance of any and all present and
future
obligations and liabilities of Grantor of every type or description to
Secured Parties, or any person entitled to indemnification under the
Purchase Agreement or any other Transaction Document:

2.2.1. arising under or in connection with the Purchase Agreement,
whether for principal of or premium (if any) or interest (including
Contingent Interest) on the Notes, expenses, indemnities or other
amounts (including attorneys' fees and expenses); or

2.2.2. arising under or in connection with this Agreement or any
other Transaction Document, including for reimbursement of amounts
permitted to be advanced or expended by the Collateral Agent (i) to
satisfy amounts required to be paid by Grantor under this Agreement or
any other Transaction Document, together with interest thereon to the
extent provided or (ii) to maintain or preserve the Collateral or to
create, perfect, continue or protect the Collateral or the Security
Interest therein, or its priority; in each case whether due or not due,
direct or indirect, joint and/or several, absolute or contingent,
voluntary or involuntary, liquidated or unliquidated, determined or
undetermined, now or hereafter existing, renewed or restructured,
whether or not from time to time decreased or extinguished and later
increased, created or incurred, whether or not arising after the
commencement of a proceeding under the Bankruptcy Code (including post-
petition interest) and whether or not recovery of any such obligation
or liability may be barred by a statute of limitations or such
obligation or liability may otherwise be unenforceable (all obligations
and liabilities described in this Section 2.2. are collectively
referred to as the "Secured Obligations")

ARTICLE 3

WARRANTIES AND REPRESENTATIONS

Grantor makes the following representations and warranties, all of
which shall survive until termination of this Agreement pursuant to
Section
6.7 hereof.

 3.1. 	Filings, Etc. Duly authorized financing statements containing
a correct description of the Collateral have been delivered to the
Collateral Agent for filing in Washington and Colorado and in each
jurisdiction in which such action is necessary to establish a valid and
perfected lien in favor of the Collateral Agent in all Collateral in
which a
lien may be perfected by filing, and no further or subsequent filing,
recording or registration is necessary in any such jurisdiction, except
as
provided under Applicable Law with respect to the filing of continuation
statements.

3.2	Offices and Names. (i) Grantor's chief executive office and
principal place of business is located at 0000 Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxx Xxxxx, Xxxxxxxx 00000, (ii) Grantor's state of incorporation of is
the
State of Washington, (iii) Grantor's federal tax identification number is
00-0000000, (iv) there are no prior or current trade or legal names used
to
identify Grantor in its business or in the ownership of its properties
other
than the legal name as set forth in the first paragraph of this Security
Agreement.

3.3. 	Title to Collateral; Validity and Perfection of Security
Interest; Absence of Other Liens.

3.3.1. Grantor has good and marketable title to, or valid and
subsisting legal interests in, the Collateral.

3.3.2. The Security Interest constitutes a valid and, upon the
filing of appropriate financing statements covering the Collateral and
other documents with the appropriate Governmental Authorities or other
persons, perfected lien in the Collateral and secures payment and
performance of the Secured Obligations. The Collateral is free and
clear of all liens other than the Security Interest.

3.3.3. Except for financing statements in favor of the Collateral
Agent, Grantor has filed no now-effective financing statement covering
the Collateral.

ARTICLE 4

COVENANTS AND AGREEMENTS

4.1. 	Further Assurances. Grantor shall, at its own expense,
perform such acts as may be necessary (subject to Section 5.2.6), or that
the Collateral Agent may request at any time, to assure the attachment,
perfection and first priority of the Security Interest, to exercise the
rights and remedies of the Collateral Agent hereunder or to carry out the
intent of this Agreement. Without limitation, Grantor shall execute and
deliver (or cause any third party to execute and deliver) to the
Collateral
Agent, at any time and from time to time, all Supplemental Documentation,
in
form and substance acceptable to the Collateral Agent.

4.2. 	Inspection and Verification. Grantor shall keep or cause to
be kept accurate and complete copy of the Collateral at Grantor's chief
executive office. The Collateral Agent and its employees and agents shall
have the right, at all times during Grantor's usual business hours upon
reasonable notice, to (i) inspect and verify any matter relating to the
Collateral, (ii) inspect all records relating thereto and to make (or
require Grantor to provide) copies of such records and (iii) enter upon
all
premises upon which any of the Collateral is located. Notwithstanding the
foregoing, the Collateral Agent shall not contact third parties in making
such inspection or verification unless an Event of Default shall then
exist;
furthermore, the Collateral Agent may only exercise the inspection rights
contained in this Section 4.2 three times in any consecutive twelve (12)
month period unless an Event of Default shall then exist.

4.3. 	Power of Attorney. Grantor hereby irrevocably appoints (the
appointment being irrevocable because it is coupled with an interest) the
Collateral Agent and its employees and agents as Grantor's true and
lawful
attorneys-in-fact, with full power of substitution, (i) to do all things
required to be done by Grantor under this Agreement or the other
Transaction
Documents and (ii) to do all things that the Collateral Agent may deem
necessary or advisable to assure the attachment, perfection and priority
of
the Security Interest or otherwise to exercise the rights and remedies of
the Collateral Agent hereunder or carry out the intent of this Agreement,
in
each case irrespective of whether a Default or Event of Default then
exists
and at such Grantor's expense. The Collateral Agent shall be under no
obligation whatsoever to take any action, and absent bad faith or willful
misconduct, the Collateral Agent and its shareholders, directors,
officers,
employees and agents shall have no liability or responsibility for any
act
taken or omitted with respect thereto. A copy of this Agreement and, if
applicable, a statement by the Collateral Agent that an Event of Default
exists and any applicable cure period has expired, shall be conclusive
evidence of the Collateral Agent's right to act under this Section 4.3.
as
against all third parties.

4.4. 	Changes of Locations of Collateral, Offices, Name or
Structure. Grantor shall not adopt a trade name or change its name, chief
executive office, principal place of business, identity or corporate
structures without first giving the Collateral Agent 15 Business Days'
prior
written notice of such removal, change or adoption.

4.5. 	Payment of Charges and Claims. Grantor shall pay (i) all
Charges imposed upon the Collateral and (ii) all claims that have become
due
and payable and, under Applicable Law, have or may become liens upon any
Collateral, in each case before any penalty shall be incurred with
respect
thereto; provided that, unless foreclosure, levy or similar proceedings
shall have commenced, Grantor need not pay or discharge any such Charges
or
claims so long as the validity or amount thereof is being contested in
good
faith and by appropriate proceedings and so long as adequate reserves
therefor have been established in accordance with GAAP. If Grantor fails
to
pay or obtain the discharge of any Charge, claim or lien required to be
paid
or discharged under this Section 4.5. and asserted against portion of the
Collateral, the Collateral Agent may, at any time and from time to time,
in
its discretion and without waiving or releasing any obligation of Grantor
under this Agreement or the other Transaction Documents or waiving any
Default or Event of Default, make such payment, obtain such discharge or
take such other action with respect thereto as the Collateral Agent deems
advisable.

4.6. 	Continuing Obligations of Grantor; Indemnity.

4.6.1. Grantor shall observe and perform all agreements and other
obligations relating to or included in the Collateral (the
"Contractual Obligations") in accordance with their respective terms.
The Collateral Agent shall not have any duty, obligation or liability
under or with respect to any such Contractual Obligations, whether by
reason or arising out of this Agreement, or by the receipt by the
Collateral Agent of any payment relating to any such Contractual
Obligation or otherwise, and Grantor agrees to indemnify and hold
harmless the Collateral Agent from any and all such obligations and
liabilities.

4.6.2. The Collateral Agent shall have no duty of care with
respect to the Collateral, except that the Collateral Agent shall have
an obligation to exercise reasonable care with respect to Collateral in
its possession; provided that (i) the Collateral Agent shall be deemed
to have exercised reasonable care if Collateral in its possession is
accorded treatment substantially comparable to that which such the
Collateral Agent accords its own property, and (ii) the Collateral
Agent shall have no obligation to take any actions to preserve rights
against other parties or property with respect to any Collateral.
Without limitation, the Collateral Agent shall bear no risk or expense
with respect to any Collateral.

4.6.3. The Collateral Agent may at any time deliver or redeliver
the Collateral or any part thereof to Grantor and the receipt of any of
the same by Grantor shall be complete and full acquittance for the
Collateral so delivered, and the Collateral Agent thereafter shall be
discharged from any liability or responsibility therefor.

4.6.4. Grantor hereby agrees to indemnify and hold harmless the
Collateral Agent and its directors, officers, employees and agents
against any and all claims, actions, liabilities, costs and expenses of
any kind or nature whatsoever (including fees and disbursements of
counsel) that may be imposed on, incurred by, or asserted against any
of them, in any way relating to or arising out of this Agreement or any
action taken or omitted by them hereunder, except to the extent a court
holds in a final and nonappealable judgment that they resulted from the
gross negligence or willful misconduct of such persons against and from
all such obligations and liabilities.

4.7. 	Sale of Collateral; Further Encumbrances. Grantor shall not
grant or cause to exist any lien in or on any Collateral, or sign or
authorize the filing of any financing statement with respect to any of
the
Collateral. Grantor may, in the ordinary course of its business, sell,
transfer or otherwise dispose of the Collateral, or any interest therein
("Permitted Sales"); provided, however, that the Collateral Agent has not
delivered to Grantor a written demand prohibiting any such sale, transfer
or
other disposition.

4.8. 	Protection of Security: Notice of Levy. Grantor shall, at its
own cost and expense, take any and all actions necessary to defend title
to
the Collateral against all persons and against all claims and demands and
preserve, protect and defend the Security Interest, and the priority
thereof, against any adverse liens not permitted under the Transaction
Documents. Grantor will promptly notify the Collateral Agent of any
attachment or other legal process levied against any Collateral.

ARTICLE 5

EVENTS OF DEFAULT: RIGHTS AND REMEDIES ON DEFAULT

5.1.  	Events of Default. Occurrence of any of the following events
shall constitute an "Event of Default" hereunder:

(a)	Grantor shall default in the payment of principal or interest
due on the Notes ten (10) business days after its due date;

(b)	Crown or Crown Colorado institutes proceedings to be
adjudicated as bankrupt or insolvent; the institution of involuntary
bankruptcy or insolvency proceedings against Crown or Crown Colorado if
such proceedings are not dismissed within 60 days of commencement;
files a petition or answer or consent seeking reorganization or release
under the federal bankruptcy laws or any other similar federal or state
law; consents to the filing of any such petition or the appointment of
a receiver, liquidator, assignee, trustee (other than a trustee under a
deed of trust or similar instrument) for any part of its property; or
makes an assignment for the benefit of its creditors (collectively, a
"Bankruptcy"); excluding, however, any Bankruptcy commenced by the
filing of a voluntary petition in bankruptcy by Grantor pursuant to 11
U.S.C. sub section 101 et seq. (the "Bankruptcy Code"), Chapter 11,
before March 31, 2002 ( a "Permitted Bankruptcy");

(c)	In any Permitted Bankruptcy or any other bankruptcy
proceeding respecting Grantor:

(i)	The bankruptcy court enters an order dismissing the
Permitted Bankruptcy or converting the Permitted Bankruptcy from
one under Chapter 11 to one under Chapter 7 of the Bankruptcy
Code;

(ii)	The bankruptcy court enters an order or orders
confirming a bankruptcy plan of reorganization in the Bankruptcy
other than a bankruptcy plan approved by the Senior Lenders in
accordance with the Intercreditor Agreement;

(iii)	The bankruptcy court enters an order granting
relief from or modifying the automatic stay of sub section 362 of
the Bankruptcy Code with respect to any obligation or liability of
Crown or Crown Colorado in excess of $50,000;

(iv)	The bankruptcy court enters an order in the Permitted
Bankruptcy, or in any adversary proceeding or contested matter
within the Permitted Bankruptcy, negating the validity of or
modifying or otherwise altering all or any portion of any of the
Transaction Documents (as defined in the Purchase Agreement) or
any rights, obligations or terms contained in the Transaction
Documents;

(v)	The bankruptcy court enters an order authorizing any
debtor in possession financing to any entity other than the Senior
Lenders, without the prior written approval of the Senior Lenders
in accordance with the Intercreditor Agreement; or

(vi)	The Bankruptcy Court appoints a trustee to administer
the assets of the bankruptcy estate;

(d)	The granting of, the taking of any action which would grant
or create, a lien upon the Collateral securing the Secured Obligations,
except as permitted pursuant to the Purchase Agreement;

(e)	The Transaction Documents shall at any time and for any
reason be declared null and void or a proceeding be commenced to
declare the Transaction Documents null and void or Crown or Crown
Colorado denies its liability or obligations under the Transaction
Documents;

(f)	Any security interest granted under the Transaction Documents
shall, for any reason, lapse, fail or cease (except for the lapse of
time) to be a valid, perfected and attached first priority lien on the
Collateral or any material portion thereof;

(g)	Any representation or warranty made by Grantor in this
Security Agreement or any of the other Transaction Documents, proves to
be incorrect or misleading in any material respect when made;

(h)	Grantor (or either of them) shall fail in the performance or
observance of any material agreement or covenant contained in, or
otherwise breaches, this Security Agreement or the other Transaction
Documents, or an "Event of Default" by Crown or Crown Colorado occurs
under any other Transaction Document;

(i)	Any attachment or sequestration of any material portion of
the Collateral if the same is not discharged or bonded within ten (10)
business days;

(j)	Any further sale, transfer, assignment, conveyance or grant
of a security interest in the Collateral other than as provided herein;

(k)	Any condemnation, taking or purchase in lieu thereof of all
or any material part of the Collateral;

(l)	Failure to maintain commercially reasonable liability
insurance consistent with industry practice.

5.2. 	Remedies. If an Event of Default and expiration of any
applicable cure provisions occurs, then, subject to Applicable Laws,
whether
or not all the Secured Obligations shall have become immediately due and
payable:

5.2.1. In addition to all its other rights, powers and remedies
under this Agreement and Applicable Law, the Collateral Agent shall
have, and may exercise, any and all of the rights, powers and remedies
of a secured party under the UCC, all of which rights, powers and
remedies shall be cumulative and not exclusive, to the extent permitted
by Applicable Law.

5.2.2. The Collateral Agent shall have the right, all at the
Collateral Agent's sole option and as the Collateral Agent in its
discretion may deem necessary or advisable, to do any or all of the
following:

5.2.2.1. to foreclose the Security Interest by any available
judicial procedure or without judicial process;

5.2.2.2. to apply the Collateral to the Secured Obligations;

5.2.2.3. to notify other obligors on the Collateral that the
Collateral has been assigned to the Collateral Agent and that all
payments thereon are to be made directly and exclusively to or as
specified by the Collateral Agent;

5.2.2.4. to collect by legal proceedings or otherwise all
dividends, distributions, interest, principal or other sums now or
hereafter payable upon or on account of the Collateral.

5.2.3. Grantor and any other person then obligated therefor shall
pay to the Collateral Agent on demand any deficiency with regard to the
Secured Obligations that may remain after such sale, collection or
realization of, from or upon the Collateral.

5.2.4. Payments received from any third party on account of any
Collateral shall not reduce the Secured Obligations until paid in cash
to the Collateral Agent. The application of proceeds by the Collateral
Agent shall be without prejudice to the Collateral Agent's rights as
against Grantor or other persons with respect to any Secured
Obligations that may then be or remain unpaid.

5.2.5. If at any time after an Event of Default Grantor receives
any collections upon or other Proceeds of the Collateral, whether in
the form of cash or otherwise, such Proceeds shall be received in trust
for the Collateral Agent and Grantor shall keep all such Proceeds
separate and apart from all other funds and property so as to be
capable of identification as the property of the Collateral Agent and
promptly deliver such Proceeds to the Collateral Agent in the identical
form received.

5.2.6. If an Event of Default occurs after the release of funds
from Escrow to Grantor, Grantor shall take all actions deemed necessary
or advisable by the Collateral Agent, and hereby authorizes the
Collateral Agent to act on behalf of Grantor (pursuant to the power of
attorney granted to the Collateral Agent and its employees and agents
under Section 4.3 hereof), to perfect the security interest in all
deposit accounts of Grantor and to take all other actions in connection
therewith.  Without limiting the generality of the foregoing, if an
Event of Default occurs, Grantor shall execute, and Collateral Agent is
hereby authorized to execute on behalf of Grantor, an Account Pledge
Agreement substantially in the form attached hereto as Exhibit A, with
such changes therein as the Collateral Agent and the bank executing
such Account Pledge Agreement may deem necessary or advisable to
perfect the security interest in each deposit account of Grantor.

5.3. 	Notice of Sale. Unless the Collateral is threatens to decline
speedily in value or is of a type customarily sold on a recognized
market,
the Collateral Agent will send or otherwise make available to Grantor
reasonable notice of the time and place of any public sale or of the time
on
or after which any private sale of any Collateral is to be made. Grantor
agrees that any notice required to be given by the Collateral Agent of a
sale or other disposition of Collateral, or any other intended action by
the
Collateral Agent that is received in accordance with the provisions set
forth in Section 6.4 and in accordance with Applicable Law, shall
constitute
commercially reasonable and fair notice thereof to Grantor. The
Collateral
Agent may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor and such sale may,
without
further notice, be made at the time and place to which it was so
adjourned.
Grantor hereby waives any right to receive notice of any public or
private
sale of any Collateral or other security for the Secured Obligations
except
as expressly provided for in this Section 5.3.

ARTICLE 6

GENERAL

6.1. 	Collateral Agent's Expenses, Including Attorneys' Fees.
Regardless of the occurrence of an Event of Default, Grantor agrees to
pay
to the Collateral Agent or Secured Parties any and all advances, charges,
costs and expenses, including the reasonable fees and expenses of counsel
and any experts or agents, that the Collateral Agent may reasonably incur
in
connection with (i) the administration of this Agreement, including any
amendment thereto or any workout or restructuring, (ii) the creation,
perfection or continuation of the Security Interest or protection of its
priority or the Collateral, including the discharging of any prior or
junior
lien or adverse claim against the Collateral or any part thereof that is
not
permitted hereby or by the Purchase Agreement, (iii) the custody,
preservation or sale of, collection from, or other realization upon, any
of
the Collateral, (iv) the exercise or enforcement of any of the rights,
powers or remedies of the Collateral Agent under this Agreement or under
Applicable Law (including attorneys' fees and expenses incurred by the
Collateral Agent in the collection of Collateral deposited with the
Collateral Agent and amounts incurred in connection with the operation,
maintenance or foreclosure of the Security Interest) or any bankruptcy
proceeding, or (v) the failure by Grantor to perform or observe any of
the
provisions hereof. All such amounts and all other amounts payable
hereunder
shall be payable on demand, together with interest at the Default Rate.

6.2. 	Amendments and Other Modifications. No amendment of any
provision of this Agreement (including a waiver thereof or consent
relating
thereto) shall be effective unless the same shall be in writing and
signed
by Grantor and the Collateral Agent. Any waiver or consent relating to
any
provision of this Agreement shall be effective only in the specific
instance
and for the specific purpose for which given. No notice to or demand on
Grantor in any case shall entitle Grantor to any other or further notice
or
demand in similar or other circumstances.

6.3. 	Cumulative Remedies; Failure or Delay.   The rights and
remedies provided for under this Agreement are cumulative and are not
exclusive of any rights and remedies that may be available to the
Collateral
Agent under Applicable Law, the other Transaction Documents or otherwise.
No
failure or delay on the part of the Collateral Agent in the exercise of
any
power, right or remedy under this Agreement shall impair such power,
right
or remedy or shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power right or remedy preclude other or
further
exercise of such or any other power, right or remedy.

6.4. 	Notices, Etc. Any notice, request or other communication
required or permitted hereunder shall be in writing and shall be deemed
to
have been duly given if personally delivered or if mailed by registered
or
certified mail, postage prepaid and return receipt requested, or by
overnight courier providing receipt of delivery, at the respective
addresses
of the parties as set forth in the Subscription Agreement. Any party
hereto
may by notice so given change its address for future notice hereunder.
Notice shall conclusively be deemed to have been given when personally
delivered, five (5) days after being sent by registered or certified
mail,
or two (2) business days after being sent by overnight delivery, in the
manner set forth above.

6.5. 	Successors and Assigns. This Agreement shall be binding upon
and, subject to the next sentence, inure to the benefit of Grantor and
the
Collateral Agent and their respective successors and assigns. Grantor
shall
not assign or transfer any of its rights or obligations hereunder without
the prior written consent of the Collateral Agent. The benefits of this
Agreement shall pass automatically with any assignment of the Secured
Obligations (or any portion thereof), to the extent of such assignment.

6.6. 	Payments Set Aside. Notwithstanding anything to the contrary
herein contained, this Agreement, the Secured Obligations and the
Security
Interest shall continue to be effective or be reinstated, as the case may
be, if at any time any payment, or any part thereof, of any or all of the
Secured Obligations is rescinded, invalidated, declared to be fraudulent
or
preferential or otherwise required to be restored or returned by the
Collateral Agent in connection with any bankruptcy, reorganization or
similar proceeding involving Grantor, any other party liable with respect
to
the Secured Obligations or otherwise, if the proceeds of any Collateral
are
required to be returned by the Collateral Agent under any such
circumstances, or if the Collateral Agent reasonably elects to return any
such payment or proceeds or any part thereof in its discretion, all as
though such payment had not been made or such proceeds not been received.
Without limiting the generality of the foregoing, if prior to any such
rescission, invalidation, declaration, restoration or return, this
Agreement
shall have been canceled or surrendered or the Security Interest or any
Collateral shall have been released or terminated in connection with such
cancellation or surrender, this Agreement and the Security Interest and
such
Collateral shall be reinstated in full force and effect, and such prior
cancellation or surrender shall not diminish, discharge or otherwise
affect
the obligations of Grantor in respect of the amount of the affected
payment
or application of proceeds, the Security Interest or such Collateral.

6.7.	Continuing Security Interest; Termination. Except as otherwise
provided herein or the Purchase Agreement with respect to the release of
Collateral under certain circumstances, this Agreement shall create a
continuing security interest in the Collateral and, except as provided in
Section 6.8, the Security Interest and all agreements, representations
and
warranties made herein shall survive until, and this Agreement shall
terminate only upon, the indefeasible payment and performance in full of
the
Secured Obligations. Any investigation at any time made by or on behalf
of
the Collateral Agent shall not diminish the right of the Collateral Agent
to
rely on any such agreements, representations or warranties herein.

6.8.	Survival.  Notwithstanding anything in this Agreement or
Applicable Law to the contrary, the agreements of Grantor sets forth in
Sections 4.6.1, 4.6.4 and 6.1 shall survive the payment of all other
Secured
Obligations and the termination of this Agreement.

6.9. 	Waiver and Estoppel. Except as otherwise provided in this
Agreement, Grantor hereby waives: (i) presentment, protest, notice of
dishonor, release, compromise, settlement, extension or renewal and any
other notice of or with respect to the Secured Obligations and hereby
ratifies and confirms whatever the Collateral Agent may do in this
regard;
(ii) notice prior to taking possession or control of the Collateral or
any
bond or security that might be required by any court prior to allowing
the
Collateral Agent to exercise any of its rights, powers or remedies; (iii)
the benefit of all valuation, appraisement, redemption and exemption
laws;
(iv) any rights to require marshaling of the Collateral upon any sale or
otherwise to direct the order in which the Collateral shall be sold; (v)
any
set-off and (vi) any rights to require the Collateral Agent to proceed
against any person, proceed against or exhaust the Collateral or any
other
security interests or guaranties or pursue any other remedy in the
Collateral Agent's power, or to pursue any of such rights in any
particular
order or manner, and any defenses arising by reason of any disability or
defense of any person.

 6.10.	Execution in Counterparts. This Agreement may be executed
from time to time in any number of counterparts, each of which when so
executed and delivered shall be taken to be an original; but such
counterparts shall together constitute but one and the same document.

6.11. 	Complete Agreement. This Agreement, together with the
exhibits and schedules hereto and the other Transaction Documents, is
intended by the parties as a final expression of their agreement
regarding
the subject matter hereof and as a complete and exclusive statement of
the
terms and conditions of such agreement.

6.12. 	Limitation of Liability. No claim shall be made by Grantor
against the Collateral Agent or the Affiliates, directors, officers,
employees or agents of the Collateral Agent for any special, indirect,
consequential or punitive damages in respect of any claim for breach of
contract or under any other theory of liability arising out of or related
to
the transactions contemplated by this Agreement and the other Transaction
Documents, or any act, omission or event occurring in connection
therewith;
and Grantor hereby waives, releases and agrees not to xxx upon any claim
for
any such damages, whether or not accrued and whether or not known or
suspected to exist in its favor.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first set forth above.

"CROWN"						"CROWN COLORADO"

By:_________________________________
	By:________________________________
     Xxxxxxxxxxx X. Herald 				     Xxxxxxxxxxx X. Herald
     Its:  President					     Its:  President



"COLLATERAL AGENT"

By:_____________________________________
     Xxxxxxxx Xxxxxxxx
     Its: Vice President, Corporate Trust Services



EXHIBIT A

Account Pledge Agreement
ACCOUNT PLEDGE AGREEMENT
This ACCOUNT PLEDGE AGREEMENT is made this __ day of __________,
_____, by and among CROWN RESOURCES CORPORATION, a Washington corporation
("Crown"), CROWN RESOURCE CORP. OF COLORADO, a Colorado corporation
("Crown Colorado") (Crown and Crown Colorado jointly, "Debtor"), XXXXX
FARGO BANK WEST, NATIONAL ASSOCIATION, as collateral agent for purchasers
of the Notes (as defined below) issued under the Purchase Agreement
described below (the "Senior Lenders") (in such capacity, or any
successor in such capacity is referred to herein as the "Secured Party")
and [BANK] ( "Bank").
RECITALS
WHEREAS, pursuant to a Convertible Note Purchase Agreement, dated as of
October ___, 2001 (as supplemented or otherwise amended from time to
time,
the "Purchase Agreement"), by and among Debtor and the Senior Lenders,
Debtor issued 10% Convertible Secured Notes in an aggregate principal
amount
of up to $4,000,000 (the "Notes"), subject to the terms and conditions
set
forth in the Purchase Agreement;

WHEREAS, Debtor is the customer of Bank with respect to the Account
(as defined below);

WHEREAS, it was a condition to the issuance of the Notes under the
Purchase Agreement that a security interest in the Account be granted to
the
Secured Party for the benefit of itself and the Senior Lenders, as set
forth
herein;

WHEREAS, Debtor has granted to Secured Party a security interest in
the Account to secure its obligations under the Purchase Agreement, the
Notes and related documents; and

WHEREAS, Debtor and Secured Party now desire to perfect such security
interest pursuant to the terms of this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:
AGREEMENT
The Account. Bank confirms that:
Bank has established deposit account number _____________ in the name of
"___________________" with routing number _____________ (the
"Account"),
the Account is a "deposit account" as defined in Section 9.102 of the
UCC,
the funds in the Account are to be held by Bank pursuant to this
Agreement,
but need not be segregated from other funds except to the extent required
by law.
Pledge of Account. Debtor hereby affirms its prior pledge and grant
to Secured Party of a security interest in all deposit accounts of
Debtor,
including, without limitation, the Account and all funds now or hereafter
existing in the Account, to secure all amounts due and owing under the
Purchase Agreement, the Notes and related agreements, which security
interest was created pursuant to that certain General Security Agreement,
dated as of October __, 2001, by and among Debtor and Secured Party (the
"General Security Agreement").
Establishment of Control. Because an Event of Default has occurred
under the General Security Agreement, Bank hereby agrees to comply with
any instructions from Secured Party directing disposition of the funds in
the Account without further consent by Debtor or any other person.  Bank
need only rely on Secured Party's written instructions and has no duty to
inquire of Debtor.  Debtor consents to the foregoing agreement by Bank.
Use of Funds in Account.  Debtor may not utilize funds in the Account
except to the extent specifically authorized in writing by Secured Party
addressed to Bank.  Funds in the Account shall be applied to all amounts
due and outstanding under the Purchase Agreement, the Notes and other
Transaction Documents.
Waiver of lien; Waiver of set-off.  Bank waives any security
interest, lien or right to make deductions or setoffs that it may now
have
or hereafter acquire in or with respect to the Account.  The funds in the
Account shall not be subject to deduction, set-off, banker's lien, or any
other right in favor of any person other than Secured Party.
Choice of law.  This Agreement shall be construed in accordance with
and governed by the internal laws of the State of _____________.  The
State of ____________ shall be deemed to be Bank's jurisdiction for
purposes of the UCC (including, without limitation, Section 9.304 of the
UCC).
Conflict with Other Agreement.  In the event of any conflict between
this Agreement (or any portion hereof) and any other agreement between
Bank and Debtor with respect to the Account, whether now existing or
hereafter entered into, the terms of this Agreement shall prevail.
Amendments.  No amendment or modification of this Agreement or waiver
of any right hereunder shall be binding on any party hereto unless it is
in writing and is signed by all the parties hereto.
Notice of Adverse Claims.  Except for the claims and interests of
Secured Party and Debtor, Bank does not know of any claim to, or interest
in, the Account.  If any person asserts any lien, encumbrance or adverse
claim (including any writ, garnishment, judgment, attachment, execution
or
similar process) against the Account, Bank will promptly notify Secured
Party and Debtor thereof.
Maintenance of Account.  In addition to, and not in lieu of, the
obligation of Bank to honor instructions as provided in Section 3 above,
Bank agrees to maintain the Account as follows:
Statements and Confirmations. Bank will promptly send copies of all
statements, confirmations and other correspondence concerning the Account
and/or any financial assets credited thereto simultaneously to Debtor and
Secured Party at their respective addresses specified below.
Tax Reporting.  All items of income, gain, expense and loss recognized in
the
Account or in respect of any financial assets credited thereto shall be
reported to the Internal Revenue Service and all state and local taxing
authorities under the name and taxpayer identification number of Debtor.
Representations, Warranties and Covenants of the Bank.  Bank
represents and warrants that:
The Account has been established as set forth in Section 1 above and will
be
maintained in the manner set forth herein until this Agreement is
terminated.  Bank will not change the name or account number of the
Account without the prior written consent of Secured Party.
This Agreement is a valid and binding agreement of Bank enforceable in
accordance with its terms.
Bank has not entered into, and until the termination of this Agreement
will
not enter into, any agreement with any person (other than Secured Party)
relating to the Account pursuant to which it has agreed, or will agree,
to comply with instructions of such person.  Bank has not entered into
any other agreement with Debtor purporting to limit or condition the
obligation of Bank to comply with Secured Party's instructions as
provided in Section 3 above.
Successors.  This Agreement shall be binding upon, and shall inure to
the benefit of, the parties hereto and their respective successors and
assigns.
Notices.  Each notice, request or other communication given to any
party hereunder shall be in writing (which term includes facsimile or
other electronic transmission) and shall be effective (i) when delivered
to such party at its address specified below, (ii) when sent to such
party
by facsimile or other electronic transmission, addressed to it at its
facsimile number or electronic address specified below, and such party
sends back an electronic confirmation of receipt or (iii) ten days after
being sent to such party by certified or registered United States mail,
addressed to it at its address specified below, with first class or
airmail postage prepaid.  Any party may change its address, facsimile
number and/or e-mail address for purposes of this Section by giving
notice
of such change to the other parties in the manner specified above.
Defined Terms.  All references herein to the "UCC" refer to the
Uniform Commercial Code as in effect in the State of Washington.  Terms
defined in the UCC have the same meanings when used herein.  All
capitalized terms used in this Agreement and not defined herein are used
with the meanings given to them in the General Security Agreement.
Termination.  The rights and powers granted herein to Secured Party
have been granted in order to create and perfect the security interest,
are powers coupled with an interest and will not be affected by any
bankruptcy of Debtor or any lapse of time.  The obligations of Bank
hereunder shall continue in effect until Secured Party has notified the
Bank in writing that the security interest has been terminated pursuant
to
the terms of the General Security Agreement.
"CROWN"						"CROWN COLORADO"

By:_________________________________
	By:________________________________
	Xxxxxxxxxxx X. Herald					Xxxxxxxxxxx X. Herald
	Title: President						Title: President

Address: 0000 Xxxxxxx Xxxxxx, Xxxxx 000		Address:4251 Kipling Street,
Suite 390
	Wheat Ridge, Colorado 80033			  Xxxxx Xxxxx, Xxxxxxxx
00000

Telephone: (000) 000-0000				Telephone: (000) 000-0000

Facsimile  (000) 000-0000				Facsimile (000) 000-0000

Email Address._____________________		Email Address
____________________


"BANK"	"COLLATERAL AGENT"

By:_________________________________
	By:________________________________
	_______________________________			Xxxxxxxx Xxxxxxxx
	Title:___________________________			Title: Vice President,
Corporate
									          Trust Services

Address:_________________________		Address:1740 Broadway
								  C7301-024
	_________________________			  Xxxxxx, XX 00000

Telephone:_______________________		Telephone:_______________________

Facsimile No._____________________		Facsimile
________________________

Email Address._____________________		Email Address
____________________



EXHIBIT D-2
FORM OF JOINT SECURITY AGREEMENT
SECURITY AGREEMENT OF CROWN RESOURCES CORPORATION
AND CROWN RESOURCE CORP. OF COLORADO

THIS SECURITY AGREEMENT (this "Security Agreement") is made this ____
day of October, 2001, by CROWN RESOURCES CORPORATION, a Washington
corporation ("Crown"), and CROWN RESOURCE CORP. OF COLORADO, a Colorado
corporation ("Crown Colorado") (Crown and Crown Colorado jointly, the
"Grantors") in favor of XXXXX FARGO BANK WEST, NATIONAL ASSOCIATION, as
collateral agent for purchasers of the Notes (as defined below) issued
under
the Purchase Agreement described below (the "Senior Lenders") (in such
capacity, or any successor in such capacity is referred to herein as the
"Collateral Agent").

RECITALS

A. 	Pursuant to a Convertible Note Purchase Agreement, dated as of
October _____, 2001 (as supplemented or otherwise amended from time to
time,
the "Purchase Agreement"), by and among Crown, Crown Colorado and the
Senior Lenders, Grantors will issue 10% Convertible Secured Notes in an
aggregate principal amount of up to $4,000,000 (the "Notes"), subject to
the terms and conditions set forth in the Purchase Agreement.

B. 	It is a condition to the issuance of the Notes under the Purchase
Agreement that a security interest in the Collateral described herein be
granted to the Collateral Agent for the benefit of itself and the Senior
Lenders (together with their respective successors and assigns,
collectively, the "Secured Parties"), as set forth herein.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

ARTICLE I

DEFINITIONS AND RELATED MATTERS

1.1. Definitions. Terms with initial capital letters not otherwise
defined herein have the respective meanings set forth in the Purchase
Agreement. In addition, the following terms with initial capital letters
have the following meanings:

"Charges" means all federal, state, county, city, municipal or other
taxes, levies, assessments or charges that, if not paid when due, may
result
in a lien of any governmental authority against the Collateral.

"Event of Default" has the meaning set forth in Section 5.1.

"Permitted Sales" has the meaning set forth in Section 4.7

"Secured Obligations" has the meaning set forth in Section 2.2.

"Secured Parties" has the meaning set forth in Recital B.

"Security Interest" has the meaning set forth in Section 2. 1.

"Supplemental Documentation" means financing statements, continuation
statements, assignments of accounts, and other instruments or documents
necessary or requested by the Collateral Agent to create, perfect and
maintain perfected the Security Interest in any Collateral.

"UCC" means the Uniform Commercial Code (as amended from time to time)
of the State of Washington.

 	1.2. 	Related Matters.

1.2.1. Terms Used in the UCC. Unless the context clearly otherwise
requires, all lower-case terms used and not otherwise defined herein
that are used or defined in Article 9 (or any equivalent subpart) of
the UCC have the same meanings herein.

1.2.2. Construction. Unless the context of this Agreement clearly
requires otherwise, references to the plural include the singular, the
singular includes the plural, the part includes the whole, and
"including" is not limiting. The words "hereof," "herein,"
"hereby," "hereunder" and similar terms in this Agreement refer to
this Agreement as a whole (including the Preamble, the Recitals and all
Schedules and Exhibits, but subject to Section 1.2.5) and not to any
particular provision of this Agreement. Article, section, subsection,
exhibit, recital, preamble and schedule references in this Agreement
are to this Agreement unless otherwise specified. References in this
Agreement to any agreement, other document or law "as amended" or "as
may be amended from time to time," or to amendment of any document or
law, shall include any amendments, supplements, replacements, renewals
or other modifications.

1.2.3. Determinations. Any determination or calculation
contemplated by this Agreement that is made by the Collateral Agent
shall be final and conclusive and binding upon Grantors, in the absence
of manifest error. References in this Agreement to "determination" by
the Collateral Agent include good faith estimates (in the case of
quantitative determinations) and good faith beliefs (in the case of
qualitative determinations). All references herein to "discretion" of
the Collateral Agent (or terms of similar import) shall mean "absolute
and sole discretion." All consents and other actions of the Collateral
Agent contemplated by this Agreement may be given, taken, withheld or
not taken in the Collateral Agent's discretion (whether or not so
expressed), except as otherwise expressly provided herein.

1.2.4. Governing Law; Venue. Except to the extent otherwise
required under Applicable Law, the UCC shall govern the attachment,
perfection, priority and enforcement of the Security Interest and all
other matters to which the UCC applies pursuant to the terms thereof.
This Agreement shall be construed and enforced according to, and
governed by, the laws of the State of Washington without reference to
conflicts of laws provisions which, but for this provision, would
require the application of the law of any other jurisdiction (the
"Applicable Law").  The venue of any action brought to interpret or
enforce the provisions of this Agreement shall be laid only in
Jefferson County, Colorado, and Grantors and the Secured Parties
hereby consent to the jurisdiction of the courts of such state and
county.

1.2.5.  Headings. The Article and Section headings used in this
Agreement are for convenience of reference only and shall not affect
the construction hereof.

1.2.6.  Severability. If any provision of this Agreement or any
lien or other right hereunder shall be held to be invalid, illegal or
unenforceable under Applicable Law in any jurisdiction, such provision,
lien or other right shall be ineffective only to the extent of such
invalidity, illegality or unenforceability, which shall not affect any
other provisions herein or any other lien or right granted hereby or
the validity, legality or enforceability of such provision, lien or
right in any other jurisdiction.

1.2.7.  Exhibits and Schedules. All of the appendices, exhibits and
schedules attached to this Agreement shall be deemed incorporated herein
by reference.

ARTICLE 2

THE SECURITY INTEREST; SECURED OBLIGATIONS

2.1. Security Interest. To secure the payment and performance of the
Secured Obligations as and when due, Grantors hereby grant, convey,
pledge,
assign and transfer to the Collateral Agent for the benefit of the
Secured
Parties, a security interest (the "Security Interest") in:

(i) any and all right, title, claim, estate, powers and privileges and
interest of Grantors in and to all permits, licenses, certificates,
applications, leases, zoning and other approvals relating to the real
property described on Exhibit A hereto (the "Real Property") and certain
mining claims and mill sites situated in the County of Okanogan, State of
Washington, described in Exhibit B attached hereto (the "Mining Claims");

(ii) any and all right, title, claim, estate and interest of Grantors
in and to the Mining Claims; and

(iii) any and all proceeds and products of any of the foregoing,
whether now held and existing or hereafter acquired or arising
(collectively, the "Proceeds").

(such property described in (i) and (ii) above, collectively, the
"Collateral").

2.2. 	Secured Obligations. The Security Interest shall secure the
due and punctual payment and performance of any and all present and
future
obligations and liabilities of Grantors of every type or description to
Secured Parties, or any person entitled to indemnification under the
Purchase Agreement or any other Transaction Document:

2.2.1. arising under or in connection with the Purchase Agreement,
whether for principal of or premium (if any) or interest (including
Contingent Interest) on the Notes, expenses, indemnities or other
amounts (including attorneys' fees and expenses); or

2.2.2. arising under or in connection with this Agreement or any
other Transaction Document, including for reimbursement of amounts
permitted to be advanced or expended by the Collateral Agent (i) to
satisfy amounts required to be paid by Grantors under this Agreement or
any other Transaction Document, together with interest thereon to the
extent provided or (ii) to maintain or preserve the Collateral or to
create, perfect, continue or protect the Collateral or the Security
Interest therein, or its priority; in each case whether due or not due,
direct or indirect, joint and/or several, absolute or contingent,
voluntary or involuntary, liquidated or unliquidated, determined or
undetermined, now or hereafter existing, renewed or restructured,
whether or not from time to time decreased or extinguished and later
increased, created or incurred, whether or not arising after the
commencement of a proceeding under the Bankruptcy Code (including post-
petition interest) and whether or not recovery of any such obligation
or liability may be barred by a statute of limitations or such
obligation or liability may otherwise be unenforceable (all obligations
and liabilities described in this Section 2.2. are collectively
referred to as the "Secured Obligations")

ARTICLE 3

WARRANTIES AND REPRESENTATIONS

Grantors make the following representations and warranties, all of
which shall survive until termination of this Agreement pursuant to
Section
6.7 hereof.

3.1. 	Filings, Etc.: Duly authorized financing statements
containing a correct description of the Collateral have been delivered to
the Collateral Agent for filing in Washington and Colorado and in each
jurisdiction in which such action is necessary to establish a valid and
perfected lien in favor of the Collateral Agent in all Collateral in
which a
lien may be perfected by filing, and no further or subsequent filing,
recording or registration is necessary in any such jurisdiction, except
as
provided under Applicable Law with respect to the filing of continuation
statements.

3.2. 	Locations of Collateral, Offices and Names. (i) Grantors'
chief executive offices and principal places of business are located at
0000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxx, Xxxxxxxx 00000, (ii) Crown's
state
of incorporation of is the State of Washington, (iii) Crown Colorado's
state
of incorporation of is the State of Colorado, (iv) Crown's federal tax
identification number is 00-0000000, (v) Crown Colorado's federal tax
identification number is 00-0000000 and (vi) there are no prior or
current
trade or legal names used to identify Grantors in their businesses or in
the
ownership of their properties other than the legal names as set forth in
the
first paragraph of this Security Agreement.

3.3. 	Title to Collateral; Validity and Perfection of Security
Interest; Absence of Other Liens.

3.3.1. Grantors have good and marketable title to, or valid and
subsisting legal interests in, the Collateral.

3.3.2. The Security Interest constitutes a valid and, upon the
filing of financing statements covering the Collateral and other
documents referred to in Section 3.1. with the appropriate Governmental
Authorities or other persons referred to in such Section, perfected
lien in the Collateral and secures payment and performance of the
Secured Obligations. The Collateral is free and clear of all liens
other than the Security Interest.

3.3.3. Except for financing statements in favor of the Collateral
Agent, Grantors have filed no now-effective financing statement
covering the Collateral.

ARTICLE 4

COVENANTS AND AGREEMENTS

4.1. 	Further Assurances. Grantors shall, at their own expense,
perform such acts as may be necessary, or that the Collateral Agent may
request at any time, to assure the attachment, perfection and first
priority
of the Security Interest, to exercise the rights and remedies of the
Collateral Agent hereunder or to carry out the intent of this Agreement.
Without limitation, Grantors shall execute and deliver (or cause any
third
party to execute and deliver) to the Collateral Agent, at any time and
from
time to time, all Supplemental Documentation, in form and substance
acceptable to the Collateral Agent.

4.2. 	Inspection and Verification. Grantors shall keep or cause to
be kept accurate and complete copy of the Collateral at Grantors' chief
executive offices. The Collateral Agent and its employees and agents
shall
have the right, at all times during Grantors' usual business hours upon
reasonable notice, to (i) inspect and verify any matter relating to the
Collateral, (ii) inspect all records relating thereto and to make (or
require Grantors to provide) copies of such records and (iii) enter upon
all
premises upon which any of the Collateral is located. Notwithstanding the
foregoing, the Collateral Agent shall not contact third parties in making
such inspection or verification unless an Event of Default shall then
exist;
furthermore, the Collateral Agent may only exercise the inspection rights
contained in this Section 4.2 three times in any consecutive twelve (12)
month period unless an Event of Default shall then exist.

4.3. 	Power of Attorney. Each Grantor hereby irrevocably appoints
(the appointment being irrevocable because it is coupled with an
interest)
the Collateral Agent and its employees and agents as such Grantor's true
and
lawful attorneys-in-fact, with full power of substitution, (i) to do all
things required to be done by Grantor under this Agreement or the other
Transaction Documents and (ii) to do all things that the Collateral Agent
may deem necessary or advisable to assure the attachment, perfection and
priority of the Security Interest or otherwise to exercise the rights and
remedies of the Collateral Agent hereunder or carry out the intent of
this
Agreement, in each case irrespective of whether a Default or Event of
Default then exists and at such Grantor's expense. The Collateral Agent
shall be under no obligation whatsoever to take any action, and absent
bad
faith or willful misconduct, the Collateral Agent and its shareholders,
directors, officers, employees and agents shall have no liability or
responsibility for any act taken or omitted with respect thereto. A copy
of
this Agreement and, if applicable, a statement by the Collateral Agent
that
an Event of Default exists and any applicable cure period has expired,
shall
be conclusive evidence of the Collateral Agent's right to act under this
Section 4.3. as against all third parties.

4.4. 	Changes of Locations of Collateral, Offices, Name or
Structure. Grantors shall not adopt a trade name or change their names,
chief executive offices, principal place of business, identity or
corporate
structures without first giving the Collateral Agent 15 Business Days'
prior
written notice of such removal, change or adoption.

4.5. 	Payment of Charges and Claims. Grantors shall pay (i) all
Charges imposed upon the Collateral and (ii) all claims that have become
due
and payable and, under Applicable Law, have or may become liens upon any
Collateral, in each case before any penalty shall be incurred with
respect
thereto; provided that, unless foreclosure, levy or similar proceedings
shall have commenced, Grantors need not pay or discharge any such Charges
or
claims so long as the validity or amount thereof is being contested in
good
faith and by appropriate proceedings and so long as adequate reserves
therefor have been established in accordance with GAAP. If Grantors fail
to
pay or obtain the discharge of any Charge, claim or lien required to be
paid
or discharged under this Section 4.5. and asserted against portion of the
Collateral, the Collateral Agent may, at any time and from time to time,
in
its discretion and without waiving or releasing any obligation of
Grantors
under this Agreement or the other Transaction Documents or waiving any
Default or Event of Default, make such payment, obtain such discharge or
take such other action with respect thereto as the Collateral Agent deems
advisable.

4.6. 	Continuing Obligations of Grantor; Indemnity.

4.6.1. Grantors shall observe and perform all agreements and other
obligations relating to or included in the Collateral (the
"Contractual Obligations") in accordance with their respective terms.
The Collateral Agent shall not have any duty, obligation or liability
under or with respect to any such Contractual Obligations, whether by
reason or arising out of this Agreement, or by the receipt by the
Collateral Agent of any payment relating to any such Contractual
Obligation or otherwise, and Grantor agrees to indemnify and hold
harmless the Collateral Agent from any and all such obligations and
liabilities.

4.6.2. The Collateral Agent shall have no duty of care with
respect to the Collateral, except that the Collateral Agent shall have
an obligation to exercise reasonable care with respect to Collateral in
its possession; provided that (i) the Collateral Agent shall be deemed
to have exercised reasonable care if Collateral in its possession is
accorded treatment substantially comparable to that which such the
Collateral Agent accords its own property, and (ii) the Collateral
Agent shall have no obligation to take any actions to preserve rights
against other parties or property with respect to any Collateral.
Without limitation, the Collateral Agent shall bear no risk or expense
with respect to any Collateral.

4.6.3. The Collateral Agent may at any time deliver or redeliver
the Collateral or any part thereof to Grantors and the receipt of any
of the same by Grantors shall be complete and full acquittance for the
Collateral so delivered, and the Collateral Agent thereafter shall be
discharged from any liability or responsibility therefor.

4.6.4. Grantors hereby agree to indemnify and hold harmless the
Collateral Agent and its directors, officers, employees and agents
against any and all claims, actions, liabilities, costs and expenses of
any kind or nature whatsoever (including fees and disbursements of
counsel) that may be imposed on, incurred by, or asserted against any
of them, in any way relating to or arising out of this Agreement or any
action taken or omitted by them hereunder, except to the extent a court
holds in a final and nonappealable judgment that they resulted from the
gross negligence or willful misconduct of such persons against and from
all such obligations and liabilities.

4.7. 	Sale of Collateral; Further Encumbrances. Grantors shall not
(i) except for dispositions not prohibited by the Purchase Agreement or
the
other Transaction Documents (collectively, "Permitted Sales") sell,
transfer or otherwise dispose of the Collateral, or any interest therein,
or
(ii) grant or suffer to exist any lien in or on any Collateral (except
liens
permitted under the Purchase Agreement) or sign or authorize the filing
of
any financing statement with respect to any of the Collateral (except
with
respect to liens permitted under the Purchase Agreement). Concurrently
with
any Permitted Sale, the Security Interest shall automatically be released
from the Collateral so disposed of; provided however that the Security
Interest shall continue in the Proceeds thereof. If the Collateral, or
any
interest therein, is disposed of in violation of these provisions, the
Security Interest shall continue in such Collateral or interest
notwithstanding such disposition, the person to which the Collateral or
interest is being transferred shall be bound by this Agreement, and
Grantors
shall deliver all Proceeds thereof to the Collateral Agent to be held as
Collateral hereunder.

4.8. 	Protection of Security: Notice of Levy. Grantors shall, at
their own cost and expense, take any and all actions necessary to defend
title to the Collateral against all persons and against all claims and
demands and preserve, protect and defend the Security Interest and the
priority thereof, against any adverse liens not permitted under the
Transaction Documents. Grantor will promptly notify the Collateral Agent
of
any attachment or other legal process levied against any Collateral.
Grantors will take all steps to maintain the validity of the mining
permits
and provide the Secured Parties with such assurances of this covenant as
the
Secured Parties may require.

ARTICLE 5

EVENTS OF DEFAULT: RIGHTS AND REMEDIES ON DEFAULT

5.1.  	Events of Default. Occurrence of any of the following events
shall constitute an "Event of Default" hereunder:

(a)	Grantors shall default in the payment of principal or
interest due on the Notes ten (10) business days after its due date;

(b)	Crown or Crown Colorado institutes proceedings to be
adjudicated as bankrupt or insolvent; the institution of involuntary
bankruptcy or insolvency proceedings against either of the Grantors if
such proceedings are not dismissed within 60 days of commencement;
files a petition or answer or consent seeking reorganization or release
under the federal bankruptcy laws or any other similar federal or state
law; consents to the filing of any such petition or the appointment of
a receiver, liquidator, assignee, trustee (other than a trustee under a
deed of trust or similar instrument) for any part of its property; or
makes an assignment for the benefit of its creditors (collectively, a
"Bankruptcy"); excluding, however, any Bankruptcy commenced by the
filing of a voluntary petition in bankruptcy by Crown pursuant to 11
U.S.C. sub section 101 et seq. (the "Bankruptcy Code"), Chapter 11,
before March 31, 2002 ( a "Permitted Bankruptcy");

(c)	In any Permitted Bankruptcy or any other bankruptcy
proceeding respecting Crown or Crown Colorado:

(i)	The bankruptcy court enters an order dismissing the
Permitted Bankruptcy or converting the Permitted Bankruptcy from
one under Chapter 11 to one under Chapter 7 of the Bankruptcy
Code;

(ii)	The bankruptcy court enters an order or orders
confirming a bankruptcy plan of reorganization in the Bankruptcy
other than a bankruptcy plan approved by the Senior Lenders in
accordance with the Intercreditor Agreement;

(iii)	The bankruptcy court enters an order granting
relief from or modifying the automatic stay of sub section 362 of
the Bankruptcy Code with respect to any obligation or liability of
Crown or Crown Colorado in excess of $50,000;

(iv)	The bankruptcy court enters an order in the Permitted
Bankruptcy, or in any adversary proceeding or contested matter
within the Permitted Bankruptcy, negating the validity of or
modifying or otherwise altering all or any portion of any of the
Transaction Documents (as defined in the Purchase Agreement) or
any rights, obligations or terms contained in the Transaction
Documents;

(v)	The bankruptcy court enters an order authorizing any
debtor in possession financing to any entity other than the Senior
Lenders, without the prior written approval of the Senior Lenders
in accordance with the Intercreditor Agreement; or

(vi)	The Bankruptcy Court appoints a trustee to administer
the assets of the bankruptcy estate;

(d)	The granting of, the taking of any action which would grant
or create, a lien upon the Collateral securing the Secured Obligations,
except as permitted pursuant to the Purchase Agreement;

(e)	The Transaction Documents shall at any time and for any
reason be declared null and void or a proceeding be commenced to
declare the Transaction Documents null and void or Crown or Crown
Colorado denies its liability or obligations under the Transaction
Documents;

(f)	Any security interest granted under the Transaction Documents
shall, for any reason, lapse, fail or cease (except for the lapse of
time) to be a valid, perfected and attached first priority lien on the
Collateral or any material portion thereof;

(g)	Any representation or warranty made by Grantors in this
Security Agreement or any of the other Transaction Documents, proves to
be incorrect or misleading in any material respect when made;

(h)	Grantors (or either of them) fail in the performance or
observance of any material agreement or covenant contained in, or
otherwise breach, this Security Agreement or the other Transaction
Documents, or an "Event of Default" by Grantors (or either of them)
occurs under any other Transaction Document;

(i)	Any attachment or sequestration of any material portion of
the Collateral if the same is not discharged or bonded within ten (10)
business days;

(j)	Any further sale, transfer, assignment, conveyance or grant
of a security interest in the Collateral without the express written
permission of Secured Parties;

(k)	Any condemnation, taking or purchase in lieu thereof of all
or any material part of the Collateral;

(l)	Failure to maintain commercially reasonable liability
insurance consistent with industry practice.

5.2. 	Remedies. If an Event of Default and expiration of any
applicable cure provisions occurs, then, subject to Applicable Laws,
whether
or not all the Secured Obligations shall have become immediately due and
payable:

5.2.1. In addition to all its other rights, powers and remedies
under this Agreement and Applicable Law, the Collateral Agent shall
have, and may exercise, any and all of the rights, powers and remedies
of a secured party under the UCC, all of which rights, powers and
remedies shall be cumulative and not exclusive, to the extent permitted
by Applicable Law.

5.2.2. The Collateral Agent shall have the right, all at the
Collateral Agent's sole option and as the Collateral Agent in its
discretion may deem necessary or advisable, to do any or all of the
following:

5.2.2.1. to foreclose the Security Interest by any available
judicial procedure or without judicial process;

5.2.2.2. to apply the Collateral to the Secured Obligations;

5.2.2.3. to notify other obligors on the Collateral that the
Collateral has been assigned to the Collateral Agent and that all
payments thereon are to be made directly and exclusively to or as
specified by the Collateral Agent;

5.2.2.4. to collect by legal proceedings or otherwise all
dividends, distributions, interest, principal or other sums now or
hereafter payable upon or on account of the Collateral.

5.2.2. Grantors and any other person then obligated therefor shall
pay to the Collateral Agent on demand any deficiency with regard to the
Secured Obligations that may remain after such sale, collection or
realization of, from or upon the Collateral.

5.2.3. Payments received from any third party on account of any
Collateral shall not reduce the Secured Obligations until paid in cash
to the Collateral Agent. The application of proceeds by the Collateral
Agent shall be without prejudice to the Collateral Agent's rights as
against Grantors or other persons with respect to any Secured
Obligations that may then be or remain unpaid.

5.2.4. If at any time after an Event of Default Grantors receive
any collections upon or other Proceeds of the Collateral, whether in
the form of cash or otherwise, such Proceeds shall be received in trust
for the Collateral Agent and Grantors shall keep all such Proceeds
separate and apart from all other funds and property so as to be
capable of identification as the property of the Collateral Agent and
promptly deliver such Proceeds to the Collateral Agent in the identical
form received.

5.3. 	Notice of Sale. Unless the Collateral is threatens to decline
speedily in value or is of a type customarily sold on a recognized
market,
the Collateral Agent will send or otherwise make available to Grantors
reasonable notice of the time and place of any public sale or of the time
on
or after which any private sale of any Collateral is to be made. Grantors
agree that any notice required to be given by the Collateral Agent of a
sale
or other disposition of Collateral, or any other intended action by the
Collateral Agent that is received in accordance with the provisions set
forth in Section 6.4 and in accordance with Applicable Law, shall
constitute
commercially reasonable and fair notice thereof to Grantor. The
Collateral
Agent may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor and such sale may,
without
further notice, be made at the time and place to which it was so
adjourned.
Grantors hereby waive any right to receive notice of any public or
private
sale of any Collateral or other security for the Secured Obligations
except
as expressly provided for in this Section 5.3.

ARTICLE 6

GENERAL



6.1. 	Collateral Agent's Expenses, Including Attorneys' Fees.
Regardless of the occurrence of an Event of Default, Grantors agree to
pay
to the Collateral Agent or Secured Parties any and all advances, charges,
costs and expenses, including the reasonable fees and expenses of counsel
and any experts or agents, that the Collateral Agent may reasonably incur
in
connection with (i) the administration of this Agreement, including any
amendment thereto or any workout or restructuring, (ii) the creation,
perfection or continuation of the Security Interest or protection of its
priority or the Collateral, including the discharging of any prior or
junior
lien or adverse claim against the Collateral or any part thereof that is
not
permitted hereby or by the Purchase Agreement, (iii) the custody,
preservation or sale of, collection from, or other realization upon, any
of
the Collateral, (iv) the exercise or enforcement of any of the rights,
powers or remedies of the Collateral Agent under this Agreement or under
Applicable Law (including attorneys' fees and expenses incurred by the
Collateral Agent in the collection of Collateral deposited with the
Collateral Agent and amounts incurred in connection with the operation,
maintenance or foreclosure of the Security Interest) or any bankruptcy
proceeding, or (v) the failure by Grantor to perform or observe any of
the
provisions hereof. All such amounts and all other amounts payable
hereunder
shall be payable on demand, together with interest at the Default Rate.

6.2. 	Amendments and Other Modifications. No amendment of any
provision of this Agreement (including a waiver thereof or consent
relating
thereto) shall be effective unless the same shall be in writing and
signed
by Grantors and the Collateral Agent. Any waiver or consent relating to
any
provision of this Agreement shall be effective only in the specific
instance
and for the specific purpose for which given. No notice to or demand on
Grantors in any case shall entitle Grantors to any other or further
notice
or demand in similar or other circumstances.

6.3. 	Cumulative Remedies; Failure or Delay.   The rights and
remedies provided for under this Agreement are cumulative and are not
exclusive of any rights and remedies that may be available to the
Collateral
Agent under Applicable Law, the other Transaction Documents or otherwise.
No
failure or delay on the part of the Collateral Agent in the exercise of
any
power, right or remedy under this Agreement shall impair such power,
right
or remedy or shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power right or remedy preclude other or
further
exercise of such or any other power, right or remedy.

6.4. 	Notices, Etc. Any notice, request or other communication
required or permitted hereunder shall be in writing and shall be deemed
to
have been duly given if personally delivered or if mailed by registered
or
certified mail, postage prepaid and return receipt requested, or by
overnight courier providing receipt of delivery, at the respective
addresses
of the parties as set forth in the Subscription Agreement. Any party
hereto
may by notice so given change its address for future notice hereunder.
Notice shall conclusively be deemed to have been given when personally
delivered, five (5) days after being sent by registered or certified
mail,
or two (2) business days after being sent by overnight delivery, in the
manner set forth above.

6.5. 	Successors and Assigns. This Agreement shall be binding upon
and, subject to the next sentence, inure to the benefit of Grantors and
the
Collateral Agent and their respective successors and assigns. Grantors
shall
not assign or transfer any of their rights or obligations hereunder
without
the prior written consent of the Collateral Agent. The benefits of this
Agreement shall pass automatically with any assignment of the Secured
Obligations (or any portion thereof), to the extent of such assignment.

6.6. 	Payments Set Aside. Notwithstanding anything to the contrary
herein contained, this Agreement, the Secured Obligations and the
Security
Interest shall continue to be effective or be reinstated, as the case may
be, if at any time any payment, or any part thereof, of any or all of the
Secured Obligations is rescinded, invalidated, declared to be fraudulent
or
preferential or otherwise required to be restored or returned by the
Collateral Agent in connection with any bankruptcy, reorganization or
similar proceeding involving Grantors, any other party liable with
respect
to the Secured Obligations or otherwise, if the proceeds of any
Collateral
are required to be returned by the Collateral Agent under any such
circumstances, or if the Collateral Agent reasonably elects to return any
such payment or proceeds or any part thereof in its discretion, all as
though such payment had not been made or such proceeds not been received.
Without limiting the generality of the foregoing, if prior to any such
rescission, invalidation, declaration, restoration or return, this
Agreement
shall have been canceled or surrendered or the Security Interest or any
Collateral shall have been released or terminated in connection with such
cancellation or surrender, this Agreement and the Security Interest and
such
Collateral shall be reinstated in full force and effect, and such prior
cancellation or surrender shall not diminish, discharge or otherwise
affect
the obligations of Grantors in respect of the amount of the affected
payment
or application of proceeds, the Security Interest or such Collateral.

6.9.	Continuing Security Interest; Termination. Except as otherwise
provided herein or the Transaction Documents with respect to the release
of
Collateral under certain circumstances, this Agreement shall create a
continuing security interest in the Collateral and, except as provided in
Section 6.8, the Security Interest and all agreements, representations
and
warranties made herein shall survive until, and this Agreement shall
terminate only upon, the indefeasible payment and performance in full of
the
Secured Obligations. Any investigation at any time made by or on behalf
of
the Collateral Agent shall not diminish the right of the Collateral Agent
to
rely on any such agreements, representations or warranties herein.

6.10.	Survival.  Notwithstanding anything in this Agreement or
Applicable Law to the contrary, the agreements of Grantors set forth in
Sections 4.6.1, 4.6.4 and 6.1 shall survive the payment of all other
Secured
Obligations and the termination of this Agreement.

6.9. 	Waiver and Estoppel. Except as otherwise provided in this
Agreement, Grantors hereby waive: (i) presentment, protest, notice of
dishonor, release, compromise, settlement, extension or renewal and any
other notice of or with respect to the Secured Obligations and hereby
ratify
and confirm whatever the Collateral Agent may do in this regard; (ii)
notice
prior to taking possession or control of the Collateral or any bond or
security that might be required by any court prior to allowing the
Collateral Agent to exercise any of their rights, powers or remedies;
(iii)
the benefit of all valuation, appraisement, redemption and exemption
laws;
(iv) any rights to require marshaling of the Collateral upon any sale or
otherwise to direct the order in which the Collateral shall be sold; (v)
any
set-off and (vi) any rights to require the Collateral Agent to proceed
against any person, proceed against or exhaust the Collateral or any
other
security interests or guaranties or pursue any other remedy in the
Collateral Agent's power, or to pursue any of such rights in any
particular
order or manner, and any defenses arising by reason of any disability or
defense of any person.

 6.10. 	Execution in Counterparts. This Agreement may be executed
from time to time in any number of counterparts, each of which when so
executed and delivered shall be taken to be an original; but such
counterparts shall together constitute but one and the same document.

6.11. 	Complete Agreement. This Agreement, together with the
exhibits and schedules hereto and the other Transaction Documents, is
intended by the parties as a final expression of their agreement
regarding
the subject matter hereof and as a complete and exclusive statement of
the
terms and conditions of such agreement.

6.12. 	Limitation of Liability. No claim shall be made by Grantors
against the Collateral Agent or the Affiliates, directors, officers,
employees or agents of the Collateral Agent for any special, indirect,
consequential or punitive damages in respect of any claim for breach of
contract or under any other theory of liability arising out of or related
to
the transactions contemplated by this Agreement and the other Transaction
Documents, or any act, omission or event occurring in connection
therewith;
and Grantors hereby waive, release and agree not to xxx upon any claim
for
any such damages, whether or not accrued and whether or not known or
suspected to exist in its favor.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first set forth above.

"CROWN"						"COLLATERAL AGENT"

By:________________________________
	By:_________________________________
Xxxxxxxxxxx X. Herald				Xxxxxxxx Xxxxxxxx
Its: President						Its: Vice President, Corporate
Trust
								      Services


"CROWN COLORADO"

By:__________________________________
Xxxxxxxxxxx X. Herald
Its: President



EXHIBIT D-3
FORM OF SECURITY AGREEMENT OF CROWN COLORADO
SECURITY AGREEMENT OF CROWN
RESOURCE CORP. OF COLORADO

THIS SECURITY AGREEMENT (this "Security Agreement") is made this ____
day of October, 2001, by CROWN RESOURCE CORP. OF COLORADO, a Colorado
corporation (the "Grantor") in favor of XXXXX FARGO WEST, NATIONAL
ASSOCIATION, as collateral agent for, with the exception of Solitario
Resources Corporation, a Colorado corporation ("Solitario"), purchasers
of
the Notes (as defined below) issued under the Purchase Agreement
described
below (the "Senior Lenders") (in such capacity, or any successor in such
capacity is referred to herein as the "Collateral Agent").

RECITALS

A.	Pursuant to a Convertible Note Purchase Agreement, dated as of
October ____, 2001 (as supplemented or otherwise amended from time to
time,
the "Purchase Agreement"), by and among Grantor, Crown Resources
Corporation, a Washington corporation ("Crown") and the Senior Lenders,
Grantor and Crown, will issue 10% Convertible Secured Notes in an
aggregate
principal amount of up to $4,000,000 (the "Notes"), subject to the terms
and conditions set forth in the Purchase Agreement.

B.	It is a condition to the issuance of the Notes under the Purchase
Agreement that a security interest in the Collateral described herein be
granted to the Collateral Agent for the benefit of itself and the Senior
Lenders (together with their respective successors and assigns,
collectively, the "Secured Parties"), as set forth herein.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

ARTICLE I

DEFINITIONS AND RELATED MATTERS

1.1. 	Definitions. Terms with initial capital letters not otherwise
defined herein have the respective meanings set forth in the Purchase
Agreement. In addition, the following terms with initial capital letters
have the following meanings:

"Charges" means all federal, state, county, city, municipal or other
taxes, levies, assessments or charges that, if not paid when due, may
result
in a lien of any governmental authority against the Collateral.

"Event of Default" has the meaning set forth in Section 5.1.

"Permitted Sales" has the meaning set forth in Section 4.7

"Secured Obligations" has the meaning set forth in Section 2.3.

"Secured Parties" has the meaning set forth in Recital B.

"Security Interest" has the meaning set forth in Section 2. 1.

"Supplemental Documentation" means financing statements, continuation
statements, assignments of accounts, and other instruments or documents
necessary or requested by the Collateral Agent to create, perfect and
maintain perfected the Security Interest in any Collateral.

"UCC" means the Uniform Commercial Code (as amended from time to time)
of the State of Washington.

 	1.2. 	Related Matters.

1.2.1. Terms Used in the UCC. Unless the context clearly otherwise
requires, all lower-case terms used and not otherwise defined herein
that are used or defined in Article 9 (or any equivalent subpart) of
the UCC have the same meanings herein.

1.2.2. Construction. Unless the context of this Agreement clearly
requires otherwise, references to the plural include the singular, the
singular includes the plural, the part includes the whole, and
"including" is not limiting. The words "hereof," "herein,"
"hereby," "hereunder" and similar terms in this Agreement refer to
this Agreement as a whole (including the Preamble, the Recitals and all
Schedules and Exhibits, but subject to Section 1.2.5) and not to any
particular provision of this Agreement. Article, section, subsection,
exhibit, recital, preamble and schedule references in this Agreement
are to this Agreement unless otherwise specified. References in this
Agreement to any agreement, other document or law "as amended" or "as
may be amended from time to time," or to amendment of any document or
law, shall include any amendments, supplements, replacements, renewals
or other modifications.

1.2.3. Determinations. Any determination or calculation
contemplated by this Agreement that is made by the Collateral Agent
shall be final and conclusive and binding upon Grantor, in the absence
of manifest error. References in this Agreement to "determination" by
the Collateral Agent include good faith estimates (in the case of
quantitative determinations) and good faith beliefs (in the case of
qualitative determinations). All references herein to "discretion" of
the Collateral Agent (or terms of similar import) shall mean "absolute
and sole discretion." All consents and other actions of the Collateral
Agent contemplated by this Agreement may be given, taken, withheld or
not taken in the Collateral Agent's discretion (whether or not so
expressed), except as otherwise expressly provided herein.

1.2.4. Governing Law; Venue. Except to the extent otherwise
required under Applicable Law, the UCC shall govern the attachment,
perfection, priority and enforcement of the Security Interest and all
other matters to which the UCC applies pursuant to the terms thereof.
This Agreement shall be construed and enforced according to, and
governed by, the laws of the State of Washington without reference to
conflicts of laws provisions which, but for this provision, would
require the application of the law of any other jurisdiction (the
"Applicable Law").  The venue of any action brought to interpret or
enforce the provisions of this Agreement shall be laid only in
Jefferson County, Colorado, and Grantor and the Secured Parties
hereby consent to the jurisdiction of the courts of such state and
county.

1.2.5.  Headings. The Article and Section headings used in this
Agreement are for convenience of reference only and shall not affect
the construction hereof.

1.2.6.  Severability. If any provision of this Agreement or any
lien or other right hereunder shall be held to be invalid, illegal or
unenforceable under Applicable Law in any jurisdiction, such provision,
lien or other right shall be ineffective only to the extent of such
invalidity, illegality or unenforceability, which shall not affect any
other provisions herein or any other lien or right granted hereby or
the validity, legality or enforceability of such provision, lien or
right in any other jurisdiction.

1.2.7.  Exhibits and Schedules. All of the appendices, exhibits and
schedules attached to this Agreement shall be deemed incorporated herein
by reference.

ARTICLE 2

THE SECURITY INTEREST; SECURED OBLIGATIONS

2.1. 	Security Interest. To secure the payment and performance of
the Secured Obligations as and when due, Grantor hereby grants, conveys,
pledges, assigns and transfers to the Collateral Agent for the benefit of
the Secured Parties, a security interest (the "Security Interest") in,
all
right, title, claim, estate and interest of Grantor in and to an Escrow
Agreement, dated as of July 1, 1994, by and among Grantor, Solitario,
Montreal Trust Company of Canada and The Toronto Stock Exchange (the
"Collateral").

	2.2.	Consent Required.  The grant of security interest in Section
2.1
above is expressly conditioned upon the prior written consent of The
Toronto
Stock Exchange.  Grantor shall use its reasonable best efforts to obtain
such consent as soon as practicable.

2.3. 	Secured Obligations. The Security Interest shall secure the
due and punctual payment and performance of any and all present and
future
obligations and liabilities of Grantor of every type or description to
Secured Parties, or any person entitled to indemnification under the
Purchase Agreement or any other Transaction Document:

2.3.1. arising under or in connection with the Purchase Agreement,
whether for principal of or premium (if any) or interest (including
Contingent Interest) on the Notes, expenses, indemnities or other
amounts (including attorneys' fees and expenses); or

2.3.2. arising under or in connection with this Agreement or any
other Transaction Document, including for reimbursement of amounts
permitted to be advanced or expended by the Collateral Agent (i) to
satisfy amounts required to be paid by Grantor under this Agreement or
any other Transaction Document, together with interest thereon to the
extent provided or (ii) to maintain or preserve the Collateral or to
create, perfect, continue or protect the Collateral or the Security
Interest therein, or its priority; in each case whether due or not due,
direct or indirect, joint and/or several, absolute or contingent,
voluntary or involuntary, liquidated or unliquidated, determined or
undetermined, now or hereafter existing, renewed or restructured,
whether or not from time to time decreased or extinguished and later
increased, created or incurred, whether or not arising after the
commencement of a proceeding under the Bankruptcy Code (including post-
petition interest) and whether or not recovery of any such obligation
or liability may be barred by a statute of limitations or such
obligation or liability may otherwise be unenforceable (all obligations
and liabilities described in this Section 2.3. are collectively
referred to as the "Secured Obligations")

ARTICLE 3

WARRANTIES AND REPRESENTATIONS

Grantor makes the following representations and warranties, all of
which shall survive until termination of this Agreement pursuant to
Section
6.7 hereof.

 3.1. 	Filings, Etc.: Duly authorized financing statements
containing a correct description of the Collateral have been delivered to
the Collateral Agent for filing in Washington and Colorado and in each
jurisdiction in which such action is necessary to establish a valid and
perfected lien in favor of the Collateral Agent in all Collateral in
which a
lien may be perfected by filing, and no further or subsequent filing,
recording or registration is necessary in any such jurisdiction, except
as
provided under Applicable Law with respect to the filing of continuation
statements.

3.2. 	Locations of Collateral, Offices and Names. (i) Grantor's
chief executive office and principal place of business is located at 0000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxx, Xxxxxxxx 00000, (ii) Grantor's
state
of incorporation of is the State of Colorado, (iii) Grantor's federal tax
identification number is 00-0000000, and (iv) there are no prior or
current
trade or legal names used to identify Grantor in its business or in the
ownership of its properties other than the legal name as set forth in the
first paragraph of this Security Agreement.

3.3. 	Title to Collateral; Validity and Perfection of Security
Interest; Absence of Other Liens.

3.3.1. Grantor has good and marketable title to, or valid and
subsisting legal interests in, the Collateral.

3.3.2. The Security Interest constitutes a valid and, upon the
filing of financing statements covering the Collateral and other
documents referred to in Section 3.1. with the appropriate Governmental
Authorities or other persons referred to in such Section, perfected
lien in the Collateral and secures payment and performance of the
Secured Obligations. The Collateral is free and clear of all liens
other than the Security Interest.

3.3.3. Except for financing statements in favor of the Collateral
Agent, Grantor has filed no now-effective financing statement covering
the Collateral.

ARTICLE 4

COVENANTS AND AGREEMENTS

4.1. 	Further Assurances. Grantor shall, at its own expense,
perform such acts as may be necessary, or that the Collateral Agent may
request at any time, to assure the attachment, perfection and first
priority
of the Security Interest, to exercise the rights and remedies of the
Collateral Agent hereunder or to carry out the intent of this Agreement.
Without limitation, Grantor shall execute and deliver (or cause any third
party to execute and deliver) to the Collateral Agent, at any time and
from
time to time, all Supplemental Documentation, in form and substance
acceptable to the Collateral Agent.

4.2. 	Inspection and Verification. Grantor shall keep or cause to
be kept accurate and complete copy of the Collateral at Grantor's chief
executive office. The Collateral Agent and its employees and agents shall
have the right, at all times during Grantor's usual business hours upon
reasonable notice, to (i) inspect and verify any matter relating to the
Collateral, (ii) inspect all records relating thereto and to make (or
require Grantor to provide) copies of such records and (iii) enter upon
all
premises upon which any of the Collateral is located. Notwithstanding the
foregoing, the Collateral Agent shall not contact third parties in making
such inspection or verification unless an Event of Default shall then
exist;
furthermore, the Collateral Agent may only exercise the inspection rights
contained in this Section 4.2 three times in any consecutive twelve (12)
month period unless an Event of Default shall then exist.

4.3. 	Power of Attorney. Grantor hereby irrevocably appoints (the
appointment being irrevocable because it is coupled with an interest) the
Collateral Agent and its employees and agents as Grantor's true and
lawful
attorneys-in-fact, with full power of substitution, (i) to do all things
required to be done by Grantor under this Agreement or the other
Transaction
Documents and (ii) to do all things that the Collateral Agent may deem
necessary or advisable to assure the attachment, perfection and priority
of
the Security Interest or otherwise to exercise the rights and remedies of
the Collateral Agent hereunder or carry out the intent of this Agreement,
in
each case irrespective of whether a Default or Event of Default then
exists
and at Grantor's expense. The Collateral Agent shall be under no
obligation
whatsoever to take any action, and absent bad faith or willful
misconduct,
the Collateral Agent and its shareholders, directors, officers, employees
and agents shall have no liability or responsibility for any act taken or
omitted with respect thereto. A copy of this Agreement and, if
applicable, a
statement by the Collateral Agent that an Event of Default exists and any
applicable cure period has expired, shall be conclusive evidence of the
Collateral Agent's right to act under this Section 4.3. as against all
third
parties.

4.4. 	Changes of Locations of Collateral, Offices, Name or
Structure. Grantor shall not adopt a trade name or change its name, chief
executive office, principal place of business, identity or corporate
structure without first giving the Collateral Agent 15 Business Days'
prior
written notice of such removal, change or adoption.

4.5. 	Payment of Charges and Claims. Grantor shall pay (i) all
Charges imposed upon the Collateral and (ii) all claims that have become
due
and payable and, under Applicable Law, have or may become liens upon any
Collateral, in each case before any penalty shall be incurred with
respect
thereto; provided that, unless foreclosure, levy or similar proceedings
shall have commenced, Grantor need not pay or discharge any such Charges
or
claims so long as the validity or amount thereof is being contested in
good
faith and by appropriate proceedings and so long as adequate reserves
therefor have been established in accordance with GAAP. If Grantor fails
to
pay or obtain the discharge of any Charge, claim or lien required to be
paid
or discharged under this Section 4.5. and asserted against portion of the
Collateral, the Collateral Agent may, at any time and from time to time,
in
its discretion and without waiving or releasing any obligation of Grantor
under this Agreement or the other Transaction Documents or waiving any
Default or Event of Default, make such payment, obtain such discharge or
take such other action with respect thereto as the Collateral Agent deems
advisable.

4.6. 	Continuing Obligations of Grantor; Indemnity.

4.6.1. Grantor shall observe and perform all agreements and other
obligations relating to or included in the Collateral (the
"Contractual Obligations") in accordance with their respective terms.
The Collateral Agent shall not have any duty, obligation or liability
under or with respect to any such Contractual Obligations, whether by
reason or arising out of this Agreement, or by the receipt by the
Collateral Agent of any payment relating to any such Contractual
Obligation or otherwise, and Grantor agrees to indemnify and hold
harmless the Collateral Agent from any and all such obligations and
liabilities.

4.6.2. The Collateral Agent shall have no duty of care with
respect to the Collateral, except that the Collateral Agent shall have
an obligation to exercise reasonable care with respect to Collateral in
its possession; provided that (i) the Collateral Agent shall be deemed
to have exercised reasonable care if Collateral in its possession is
accorded treatment substantially comparable to that which such the
Collateral Agent accords its own property, and (ii) the Collateral
Agent shall have no obligation to take any actions to preserve rights
against other parties or property with respect to any Collateral.
Without limitation, the Collateral Agent shall bear no risk or expense
with respect to any Collateral.

4.6.3. The Collateral Agent may at any time deliver or redeliver
the Collateral or any part thereof to Grantor and the receipt of any of
the same by Grantor shall be complete and full acquittance for the
Collateral so delivered, and the Collateral Agent thereafter shall be
discharged from any liability or responsibility therefor.

4.6.4. Grantor hereby agrees to indemnify and hold harmless the
Collateral Agent and its directors, officers, employees and agents
against any and all claims, actions, liabilities, costs and expenses of
any kind or nature whatsoever (including fees and disbursements of
counsel) that may be imposed on, incurred by, or asserted against any
of them, in any way relating to or arising out of this Agreement or any
action taken or omitted by them hereunder, except to the extent a court
holds in a final and nonappealable judgment that they resulted from the
gross negligence or willful misconduct of such persons against and from
all such obligations and liabilities.

4.7. 	Sale of Collateral; Further Encumbrances. Grantor shall not
(i) except for dispositions not prohibited by the Purchase Agreement or
the
other Transaction Documents (collectively, "Permitted Sales") sell,
transfer or otherwise dispose of the Collateral, or any interest therein,
or
(ii) grant or suffer to exist any lien in or on any Collateral (except
liens
permitted under the Purchase Agreement) or sign or authorize the filing
of
any financing statement with respect to any of the Collateral (except
with
respect to liens permitted under the Purchase Agreement). Concurrently
with
any Permitted Sale, the Security Interest shall automatically be released
from the Collateral so disposed of; provided however that the Security
Interest shall continue in the proceeds thereof. If the Collateral, or
any
interest therein, is disposed of in violation of these provisions, the
Security Interest shall continue in such Collateral or interest
notwithstanding such disposition, the person to which the Collateral or
interest is being transferred shall be bound by this Agreement, and
Grantor
shall deliver all proceeds thereof to the Collateral Agent to be held as
Collateral hereunder.

4.8. 	Protection of Security: Notice of Levy. Grantor shall, at its
own cost and expense, take any and all actions necessary to defend title
to
the Collateral against all persons and against all claims and demands and
preserve, protect and defend the Security Interest and the priority
thereof,
against any adverse liens not permitted under the Transaction Documents.
Grantor will promptly notify the Collateral Agent of any attachment or
other
legal process levied against any Collateral. Grantors will take all steps
to
maintain the validity of the mining permits and provide the Secured
Parties
with such assurances of this covenant as the Secured Parties may require

ARTICLE 5

EVENTS OF DEFAULT: RIGHTS AND REMEDIES ON DEFAULT

5.1.  	Events of Default. Occurrence of any of the following events
shall constitute an "Event of Default" hereunder:

(a)	Grantor or Crown shall default in the payment of principal or
interest due on the Notes ten (10) business days after its due date;

(b)	Grantor or Crown institutes proceedings to be adjudicated as
bankrupt or insolvent; the institution of involuntary bankruptcy or
insolvency proceedings against Grantor or Crown if such proceedings are
not dismissed within 60 days of commencement; files a petition or
answer or consent seeking reorganization or release under the federal
bankruptcy laws or any other similar federal or state law; consents to
the filing of any such petition or the appointment of a receiver,
liquidator, assignee, trustee (other than a trustee under a deed of
trust or similar instrument) for any part of its property; or makes an
assignment for the benefit of its creditors (collectively, a
"Bankruptcy"); excluding, however, any Bankruptcy commenced by the
filing of a voluntary petition in bankruptcy by Crown pursuant to 11
U.S.C. sub section 101 et seq. (the "Bankruptcy Code"), Chapter 11,
before March 31, 2002 ( a "Permitted Bankruptcy");

(c)	In any Permitted Bankruptcy or any other bankruptcy
proceeding respecting Grantor or Crown:

(i)	The bankruptcy court enters an order dismissing the
Permitted Bankruptcy or converting the Permitted Bankruptcy from
one under Chapter 11 to one under Chapter 7 of the Bankruptcy
Code;

(ii)	The bankruptcy court enters an order or orders
confirming a bankruptcy plan of reorganization in the Bankruptcy
other than a bankruptcy plan approved by the Senior Lenders in
accordance with the Intercreditor Agreement;

(iii)	The bankruptcy court enters an order granting
relief from or modifying the automatic stay of sub section 362 of
the Bankruptcy Code with respect to any obligation or liability of
Grantor or Crown in excess of $50,000;

(iv)	The bankruptcy court enters an order in the Permitted
Bankruptcy, or in any adversary proceeding or contested matter
within the Permitted Bankruptcy, negating the validity of or
modifying or otherwise altering all or any portion of any of the
Transaction Documents (as defined in the Purchase Agreement) or
any rights, obligations or terms contained in the Transaction
Documents;

(v)	The bankruptcy court enters an order authorizing any
debtor in possession financing to any entity other than the Senior
Lenders, without the prior written approval of the Senior Lenders
in accordance with the Intercreditor Agreement; or

(vi)	The Bankruptcy Court appoints a trustee to administer
the assets of the bankruptcy estate;

(d)	The granting of, the taking of any action which would grant
or create, a lien upon the Collateral securing the Secured Obligations,
except as permitted pursuant to the Purchase Agreement;

(e)	The Transaction Documents shall at any time and for any
reason be declared null and void or a proceeding be commenced to
declare the Transaction Documents null and void or Grantor or Crown
denies its liability or obligations under the Transaction Documents;

(f)	Any security interest granted under the Transaction Documents
shall, for any reason, lapse, fail or cease (except for the lapse of
time) to be a valid, perfected and attached first priority lien on the
Collateral or any material portion thereof;

(g)	Any representation or warranty made by Grantor in this
Security Agreement or any of the other Transaction Documents, proves to
be incorrect or misleading in any material respect when made;

(h)	Grantor shall fail in the performance or observance of any
material agreement or covenant contained in, or otherwise breaches,
this Security Agreement or the other Transaction Documents, or an
"Event of Default" by Grantor or Crown occurs under any other
Transaction Document;

(i)	Any attachment or sequestration of any material portion of
the Collateral if the same is not discharged or bonded within ten (10)
business days;

(j)	Any further sale, transfer, assignment, conveyance or grant
of a security interest in the Collateral without the express written
permission of Secured Parties;

(k)	Any condemnation, taking or purchase in lieu thereof of all
or any material part of the Collateral;

(l)	Failure to maintain commercially reasonable liability
insurance consistent with industry practice.

5.2. 	Remedies. If an Event of Default and expiration of any
applicable cure provisions occurs, then, subject to Applicable Laws,
whether
or not all the Secured Obligations shall have become immediately due and
payable:

5.2.1. In addition to all its other rights, powers and remedies
under this Agreement and Applicable Law, the Collateral Agent shall
have, and may exercise, any and all of the rights, powers and remedies
of a secured party under the UCC, all of which rights, powers and
remedies shall be cumulative and not exclusive, to the extent permitted
by Applicable Law.

5.2.2. The Collateral Agent shall have the right, all at the
Collateral Agent's sole option and as the Collateral Agent in its
discretion may deem necessary or advisable, to do any or all of the
following:

5.2.2.1. to foreclose the Security Interest by any available
judicial procedure or without judicial process;

5.2.2.2. to apply the Collateral to the Secured Obligations;

5.2.2.3. to notify other obligors on the Collateral that the
Collateral has been assigned to the Collateral Agent and that all
payments thereon are to be made directly and exclusively to or as
specified by the Collateral Agent;

5.2.2.4. to collect by legal proceedings or otherwise all
dividends, distributions, interest, principal or other sums now or
hereafter payable upon or on account of the Collateral.

5.2.3. Grantor and any other person then obligated therefor shall
pay to the Collateral Agent on demand any deficiency with regard to the
Secured Obligations that may remain after such sale, collection or
realization of, from or upon the Collateral.

5.2.4. Payments received from any third party on account of any
Collateral shall not reduce the Secured Obligations until paid in cash
to the Collateral Agent. The application of proceeds by the Collateral
Agent shall be without prejudice to the Collateral Agent's rights as
against Grantor or other persons with respect to any Secured
Obligations that may then be or remain unpaid.

5.2.5. If at any time after an Event of Default Grantor receives
any collections upon or other proceeds of the Collateral, whether in
the form of cash or otherwise, such proceeds shall be received in trust
for the Collateral Agent and Grantor shall keep all such proceeds
separate and apart from all other funds and property so as to be
capable of identification as the property of the Collateral Agent and
promptly deliver such proceeds to the Collateral Agent in the identical
form received.

5.3. 	Notice of Sale. Unless the Collateral is threatens to decline
speedily in value or is of a type customarily sold on a recognized
market,
the Collateral Agent will send or otherwise make available to Grantor
reasonable notice of the time and place of any public sale or of the time
on
or after which any private sale of any Collateral is to be made. Grantor
agrees that any notice required to be given by the Collateral Agent of a
sale or other disposition of Collateral, or any other intended action by
the
Collateral Agent that is received in accordance with the provisions set
forth in Section 6.4 and in accordance with Applicable Law, shall
constitute
commercially reasonable and fair notice thereof to Grantor. The
Collateral
Agent may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor and such sale may,
without
further notice, be made at the time and place to which it was so
adjourned.
Grantor hereby waives any right to receive notice of any public or
private
sale of any Collateral or other security for the Secured Obligations
except
as expressly provided for in this Section 5.3.

ARTICLE 6

GENERAL

6.1. 	Collateral Agent's Expenses, Including Attorneys' Fees.
Regardless of the occurrence of an Event of Default, Grantor agrees to
pay
to the Collateral Agent or Secured Lenders any and all advances, charges,
costs and expenses, including the reasonable fees and expenses of counsel
and any experts or agents, that the Collateral Agent may reasonably incur
in
connection with (i) the administration of this Agreement, including any
amendment thereto or any workout or restructuring, (ii) the creation,
perfection or continuation of the Security Interest or protection of its
priority or the Collateral, including the discharging of any prior or
junior
lien or adverse claim against the Collateral or any part thereof that is
not
permitted hereby or by the Purchase Agreement, (iii) the custody,
preservation or sale of, collection from, or other realization upon, any
of
the Collateral, (iv) the exercise or enforcement of any of the rights,
powers or remedies of the Collateral Agent under this Agreement or under
Applicable Law (including attorneys' fees and expenses incurred by the
Collateral Agent in the collection of Collateral deposited with the
Collateral Agent and amounts incurred in connection with the operation,
maintenance or foreclosure of the Security Interest) or any bankruptcy
proceeding, or (v) the failure by Grantor to perform or observe any of
the
provisions hereof. All such amounts and all other amounts payable
hereunder
shall be payable on demand, together with interest at the Default Rate.

6.2. 	Amendments and Other Modifications. No amendment of any
provision of this Agreement (including a waiver thereof or consent
relating
thereto) shall be effective unless the same shall be in writing and
signed
by Grantor and the Collateral Agent. Any waiver or consent relating to
any
provision of this Agreement shall be effective only in the specific
instance
and for the specific purpose for which given. No notice to or demand on
Grantor in any case shall entitle Grantor to any other or further notice
or
demand in similar or other circumstances.

6.3. 	Cumulative Remedies; Failure or Delay.   The rights and
remedies provided for under this Agreement are cumulative and are not
exclusive of any rights and remedies that may be available to the
Collateral
Agent under Applicable Law, the other Transaction Documents or otherwise.
No
failure or delay on the part of the Collateral Agent in the exercise of
any
power, right or remedy under this Agreement shall impair such power,
right
or remedy or shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power right or remedy preclude other or
further
exercise of such or any other power, right or remedy.

6.4. 	Notices, Etc. Any notice, request or other communication
required or permitted hereunder shall be in writing and shall be deemed
to
have been duly given if personally delivered or if mailed by registered
or
certified mail, postage prepaid and return receipt requested, or by
overnight courier providing receipt of delivery, at the respective
addresses
of the parties as set forth in the Subscription Agreement. Any party
hereto
may by notice so given change its address for future notice hereunder.
Notice shall conclusively be deemed to have been given when personally
delivered, five (5) days after being sent by registered or certified
mail,
or two (2) business days after being sent by overnight delivery, in the
manner set forth above.

6.5. 	Successors and Assigns. This Agreement shall be binding upon
and, subject to the next sentence, inure to the benefit of Grantor and
the
Collateral Agent and their respective successors and assigns. Grantor
shall
not assign or transfer any of its rights or obligations hereunder without
the prior written consent of the Collateral Agent. The benefits of this
Agreement shall pass automatically with any assignment of the Secured
Obligations (or any portion thereof), to the extent of such assignment.

6.6. 	Payments Set Aside. Notwithstanding anything to the contrary
herein contained, this Agreement, the Secured Obligations and the
Security
Interest shall continue to be effective or be reinstated, as the case may
be, if at any time any payment, or any part thereof, of any or all of the
Secured Obligations is rescinded, invalidated, declared to be fraudulent
or
preferential or otherwise required to be restored or returned by the
Collateral Agent in connection with any bankruptcy, reorganization or
similar proceeding involving Grantor, any other party liable with respect
to
the Secured Obligations or otherwise, if the proceeds of any Collateral
are
required to be returned by the Collateral Agent under any such
circumstances, or if the Collateral Agent reasonably elects to return any
such payment or proceeds or any part thereof in its discretion, all as
though such payment had not been made or such proceeds not been received.
Without limiting the generality of the foregoing, if prior to any such
rescission, invalidation, declaration, restoration or return, this
Agreement
shall have been canceled or surrendered or the Security Interest or any
Collateral shall have been released or terminated in connection with such
cancellation or surrender, this Agreement and the Security Interest and
such
Collateral shall be reinstated in full force and effect, and such prior
cancellation or surrender shall not diminish, discharge or otherwise
affect
the obligations of Grantor in respect of the amount of the affected
payment
or application of proceeds, the Security Interest or such Collateral.

6.11.	Continuing Security Interest; Termination. Except as otherwise
provided in the Purchase Agreement with respect to the release of
Collateral
under certain circumstances, this Agreement shall create a continuing
security interest in the Collateral and, except as provided in Section
6.8,
the Security Interest and all agreements, representations and warranties
made herein shall survive until, and this Agreement shall terminate only
upon, the indefeasible payment and performance in full of the Secured
Obligations. Any investigation at any time made by or on behalf of the
Collateral Agent shall not diminish the right of the Collateral Agent to
rely on any such agreements, representations or warranties herein.

6.12.	Survival.  Notwithstanding anything in this Agreement or
Applicable Law to the contrary, the agreements of Grantor set forth in
Sections 4.6.1, 4.6.4 and 6.1 shall survive the payment of all other
Secured
Obligations and the termination of this Agreement.

6.9. 	Waiver and Estoppel. Except as otherwise provided in this
Agreement, Grantor hereby waives: (i) presentment, protest, notice of
dishonor, release, compromise, settlement, extension or renewal and any
other notice of or with respect to the Secured Obligations and hereby
ratifies and confirms whatever the Collateral Agent may do in this
regard;
(ii) notice prior to taking possession or control of the Collateral or
any
bond or security that might be required by any court prior to allowing
the
Collateral Agent to exercise any of their rights, powers or remedies;
(iii)
the benefit of all valuation, appraisement, redemption and exemption
laws;
(iv) any rights to require marshaling of the Collateral upon any sale or
otherwise to direct the order in which the Collateral shall be sold; (v)
any
set-off and (vi) any rights to require the Collateral Agent to proceed
against any person, proceed against or exhaust the Collateral or any
other
security interests or guaranties or pursue any other remedy in the
Collateral Agent's power, or to pursue any of such rights in any
particular
order or manner, and any defenses arising by reason of any disability or
defense of any person.

 6.10. 	Execution in Counterparts. This Agreement may be executed
from time to time in any number of counterparts, each of which when so
executed and delivered shall be taken to be an original; but such
counterparts shall together constitute but one and the same document.

6.11. 	Complete Agreement. This Agreement, together with the
exhibits and schedules hereto and the other Transaction Documents, is
intended by the parties as a final expression of their agreement
regarding
the subject matter hereof and as a complete and exclusive statement of
the
terms and conditions of such agreement.

6.12. 	Limitation of Liability. No claim shall be made by Grantor
against the Collateral Agent or the Affiliates, directors, officers,
employees or agents of the Collateral Agent for any special, indirect,
consequential or punitive damages in respect of any claim for breach of
contract or under any other theory of liability arising out of or related
to
the transactions contemplated by this Agreement and the other Transaction
Documents, or any act, omission or event occurring in connection
therewith;
and Grantor hereby waives, releases and agrees not to xxx upon any claim
for
any such damages, whether or not accrued and whether or not known or
suspected to exist in its favor.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first set forth above.


"GRANTOR"						"COLLATERAL AGENT"

By:_________________________________
	By:_________________________________
Xxxxxxxxxxx X. Herald				Xxxxxxxx Xxxxxxxx
Its: President						Its: Vice President, Corporate
Trust
							     Services




EXHIBIT D-4
FORM OF CRC PLEDGE AGREEMENT
PLEDGE OF CROWN RESOURCES CORPORATION

THIS PLEDGE AGREEMENT (this "Pledge Agreement") is made this ___ day
of October, 2001, by CROWN RESOURCES CORPORATION, a Washington
corporation
(the "Pledgor") in favor of XXXXX FARGO BANK WEST, NATIONAL ASSOCIATION,
as
collateral agent for purchasers of the Notes (as defined below) issued
under
the Purchase Agreement described below (the "Senior Lenders") (in such
capacity, or any successor in such capacity is referred to herein as the
"Collateral Agent").

RECITALS

A.	Pursuant to a Convertible Note Purchase Agreement, dated as of
October ____, 2001 (as supplemented or otherwise amended from time to
time,
the "Purchase Agreement"), by and Pledgor and the Senior Lenders, Pledgor
and Crown Resource Corp. of Colorado, a Colorado Corporation ("Crown
Colorado") will issue 10% Convertible Secured Notes in an aggregate
principal amount of up to $4,000,000 (the "Notes"), subject to the terms
and conditions set forth in the Purchase Agreement.

B.	It is a condition to the issuance of the Notes under the Purchase
Agreement that a security interest in the Collateral described herein be
granted to Collateral Agent for the benefit of itself and the Senior
Lenders
(together with their respective successors and assigns, collectively, the
"Secured Parties"), as set forth herein.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

Article 1.  Pledge.

1.1	Grant of Security Interest.  Pledgor hereby grants to Secured
Parties a security interest, to secure the payment and performance of the
obligations of Pledgor and Crown Colorado under the Notes, the Purchase
Agreement and the Transaction Documents (all of such obligations
collectively referred to herein as, the "Secured Obligations"), in:

(a)	all of Pledgor's right, title and interest in the shares of
common stock of Crown Colorado that are registered in the name of
Pledgor and evidenced by share certificate PM-1, representing 100
shares of common stock of Crown Colorado (the "Pledged Securities");

(b)	any equity securities issued by Crown Colorado and any
options, warrants or rights to acquire such securities, owned or
acquired by Pledgor, directly or indirectly, now or at any time in the
future;

(c)	any securities or other property issued or distributed to
Pledgor with respect to any securities described in clauses (a) or (b)
above as a dividend or as a result of any amendment of the certificate
of incorporation or other charter documents, merger, consolidation,
redesignation, reclassification, purchase or sale of assets,
dissolution, or plan of arrangement, compromise or reorganization of
the issuer thereof;

(d)	any rights incidental to the ownership of any of the
securities described in clauses (a), (b) or (c) above such as voting,
conversion and registration rights and rights of recovery for
violations of applicable securities laws; and

(e)	the proceeds of the exercise, redemption, sale or exchange of
any of the foregoing or any dividend, interest payment or other
distribution of cash or property in respect thereof

(all of the foregoing may be referred to herein as the "Pledged
Collateral") on the following terms and subject to the following
conditions:

1.2.	Delivery.

(a)	 Before or at the same time as Pledgor has executed and
delivered this Agreement to the Secured Parties, Pledgor shall deliver
to the Collateral Agent the certificates representing the Pledged
Securities, duly endorsed in blank without restriction and with all
necessary transfer tax stamps affixed.

(b)	 If, at any time, the Pledgor obtains possession of any
certificate or instrument constituting or representing any of the
Pledged Collateral (other than interest and cash dividends), Pledgor
shall deliver such certificate or instrument to the Collateral Agent
forthwith duly endorsed in blank without restriction and with all
necessary transfer tax stamps affixed.

(c)	If no event of default as described in Section 4.1 below
(herein individually referred to as an "Event of Default") has
occurred and is continuing, Pledgor may retain for its own use and
shall not be required to deliver to Collateral Agent any interest
payments on or any cash dividends; if an Event of Default has occurred
and is continuing, then all such interest and dividends shall be
delivered to the Collateral Agent as provided in paragraph (b) of this
Section 1.2.

(d)	If any of the Pledged Collateral is uncertificated
securities, Pledgor shall either (a) procure the issuance of security
certificates to represent such Pledged Collateral and endorse and
deliver such certificates as required by paragraph (b) of this Section
1.2, or (b) cause the issuer thereof to register Secured Parties as the
registered owner of such securities, or (c) cause the issuer thereof to
enter into an agreement, in form and substance satisfactory to Secured
Parties, among Secured Parties, the registered owner of such security,
and the issuer to the effect that the issuer will comply with
instructions originated by Secured Parties without further consent by
the registered owner.

(e)	 If any Pledged Collateral is not securities and is not
capable of being delivered, the Pledgor shall deliver to the Secured
Parties such financing statements or other instruments as are deemed
necessary by the Secured Parties to enable it to perfect security
interest in such Pledged Collateral under applicable law.

1.3.	Voting Rights.  If no Event of Default has occurred or is
continuing, the Pledged Collateral will be registered in the name of
Pledgor, and Pledgor may exercise any voting or consensual rights that
Pledgor may have as the owner of the Pledged Collateral for any purpose
that
is not inconsistent with this Agreement.  Pledgor shall deliver to
Collateral Agent copies of all notices, proxy statements, proxies and
other
information or instruments in its possession concerning such exercise and
advise Collateral Agent of how Pledgor will exercise such rights at least
five (5) days before any meeting or mailing any ballot or consent and
shall
not exercise any such right if, in the judgment of Collateral Agent, such
exercise would have a material adverse effect on the value of the Pledged
Collateral or would result in a violation of any of the terms of the
Transaction Documents.  If an Event of Default has occurred and is
continuing, Collateral Agent may exercise all voting or consensual rights
of
the owners of any of the Pledged Collateral and Pledgor shall deliver to
Collateral Agent all notices, proxy statements, proxies and other
information and instruments relating to the exercise of such rights
received
by Pledgor from the issuers of any of the Pledged Collateral promptly
upon
receipt thereof and shall at the request of Collateral Agent execute and
deliver to Collateral Agent any proxies or other instruments which are,
in
the judgment of Collateral Agent, necessary for Collateral Agent to
validly
exercise such voting and consensual rights.

1.4.	Duty of Secured Parties.  The duty of the Secured Parties with
respect to the Pledged Collateral shall be solely to use reasonable care
in
the physical custody thereof, and the Secured Parties shall not be under
any
obligation to take any action with respect to any of the Pledged
Collateral
or to preserve rights against prior parties.  The powers conferred on
Secured Parties hereunder are solely to protect interest in the Pledged
Collateral and do not impose any duty upon it to exercise any such
powers.
The Pledgor is not looking to the Secured Parties to provide Pledgor with
investment advice. Secured Parties shall have no duty to ascertain or
take
any action with respect to calls, conversions, exchanges, maturities,
tenders or other matters concerning any Pledged Collateral, whether or
not
Secured Parties has or is deemed to have knowledge of such matters, or as
to
the taking of any necessary steps to preserve any rights pertaining to
any
Pledged Collateral.

1.5.	Subsequent Changes Affecting Pledged Collateral.  Pledgor
acknowledges that Pledgor has made its own arrangements for keeping
informed
of changes or potential changes affecting the Pledged Collateral
(including,
but not limited to, conversions, subscriptions, exchanges,
reorganizations,
dividends, tender offers, mergers, consolidations and shareholder
meetings),
and Pledgor agrees that Secured Parties has no responsibility to inform
Pledgor of such matters or to take any action with respect thereto even
if
any of the Pledged Collateral has been registered in the name of Secured
Parties or agent or nominee.

1.6.	Return of Pledged Collateral.  The security interest granted to
Secured Parties hereunder shall not terminate and Secured Parties shall
not
be required to return the Pledged Collateral to Pledgor unless and until
(a) the Secured Obligations have been fully paid or performed, (b) all of
Pledgor's obligations hereunder have been fully paid or performed, and
(c) the Pledgor has reimbursed Secured Parties for any expenses of
returning
the Pledged Collateral and filing such termination statements and other
instruments as are required to be filed in public offices under
applicable
laws.

Article 2.  Representations and Warranties.

 Pledgor hereby represents and warrants to Secured Parties as follows:

2.1.	Enforceability.  This Agreement has been duly executed and
delivered by Pledgor, constitutes his valid and legally binding
obligation
and is enforceable against Pledgor in accordance with its terms.

2.2.	No Conflict.  The execution, delivery and performance of this
Agreement, the grant of the security interest in the Pledged Collateral
hereunder and the consummation of the transactions contemplated hereby
will
not, with or without the giving of notice or the lapse of time: (a)
violate
any material law applicable to Pledgor; (b) violate any judgment, writ,
injunction or order of any court or governmental body or officer
applicable
to Pledgor; (c) violate or result in the breach of any material agreement
to
which Pledgor is a party or by which any of his properties, including the
Pledged Collateral, is bound; nor (d)  violate any restriction on the
transfer of any of the Pledged Collateral.

2.3.	No Consents.  No consent, approval, license, permit or other
authorization of any third party or any governmental body or officer is
required for the valid and lawful execution and delivery of this
Agreement,
the valid and lawful creation and perfection of the Secured Parties'
security interest in the Pledged Collateral or the valid and lawful
exercise
by Secured Parties of remedies available to it under this Agreement or
applicable law or of the voting and other rights granted to it in this
Agreement except as may be required for the offer or sale of those items
of
Pledged Collateral which are securities under applicable securities laws.

2.4.	Organization.  Crown Resources Corporation is a corporation that
was duly organized and is validly existing and in good standing under the
laws of the State of Colorado.  The Pledged Securities are all of the
outstanding securities of Crown Colorado, have been duly authorized and
validly issued by Crown Colorado and are fully paid and non-assessable.
The
certificates that represent the Pledged Securities are valid and genuine
and
have not been altered and Pledgor is the appropriate person to endorse
them.
Neither Pledgor nor Crown Colorado is bound by any certificate of
incorporation, bylaw, agreement or instrument (including options,
warrants,
and convertible securities) that relates to the voting of, restricts the
transfer of, requires Pledgor or Crown Colorado to issue or sell, or
creates
rights in any person (other than the record owner) with respect to, any
securities issued by Crown Colorado.

2.5.  	Security Interest. Pledgor is the sole record and beneficial
owner of all securities of Crown Colorado, free and clear of all liens,
encumbrances and adverse claims and Pledgor has the unrestricted right to
grant the security interest provided for herein to the Secured Parties.
Pledgor has duly endorsed and delivered to Collateral Agent all of the
certificates representing the Pledged Securities and has granted to
Secured
Parties a valid and perfected first priority security interest in the
Pledged Securities, free of all liens, encumbrances, transfer
restrictions
and adverse claims.  This representation shall be deemed made with
respect
to each item of property that becomes Pledged Collateral after the date
hereof.

2.6.  	Information.  None of the information, documents or financial
statements that has been furnished by Pledgor or any of its
representatives
in connection with the transactions contemplated by this Agreement or the
Transaction Documents contains any untrue statement of material fact or
omits to state any material fact required to be stated hereby or thereby
to
make such statements not misleading.

2.7.  	Name and Address.  (i) Pledgor's chief executive office and
principal place of business is located at 0000 Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxx Xxxxx, Xxxxxxxx 00000; (ii) Pledgor's state of incorporation of the
is
the State of Washington; and (iii) Pledgor's federal tax identification
number is 000000000.

Article 3.  Covenants.

Pledgor hereby covenants and agrees with Secured Parties that Pledgor
shall:

3.1.  	Defend Title.  Defend its title to the Pledged Collateral and
the security interest of the Secured Parties therein against the claims
of
any person claiming rights in the Pledged Collateral against or through
Pledgor and maintain and preserve such security interest and its priority
so
long as this Agreement shall remain in effect.

3.2.  	No Transfer.  Neither sell nor offer to sell nor otherwise
transfer nor encumber any portion of the Pledged Collateral; nor enter
into
any agreement that relates to the voting of or restricts the transfer of
any
of the Pledged Collateral.

3.3.  	Further Assurances.  At Pledgor's expense, do such further
acts and execute and deliver such additional conveyances, certificates,
instruments, legal opinions and other assurances as Secured Parties may
at
any time request or require to protect, assure or enforce  interests,
rights
and remedies under this Agreement.  Pledgor shall execute and deliver to
Secured Parties and file with the appropriate governmental offices in the
State of Colorado one or more Uniform Commercial Code financing
statements
describing the Pledged Collateral in the words used above, or amendments
or
continuations thereof whenever necessary to continue the perfection of
Secured Parties' security interest hereunder and whenever requested by
Secured Parties.

3.4.  	Name and Address.  Notify the Secured Parties at least ninety
(90) days before it changes its name or the address of its principal
place
of business.

Article 4.  Default.

4.1.  	Events of Default. Occurrence of any of the following events
shall constitute an "Event of Default" hereunder:

(a)	Pledgor shall default in the payment of principal or interest
due on the Notes ten (10) business days after its due date;

(b)	Pledgor or Crown Colorado institutes proceedings to be
adjudicated as bankrupt or insolvent; the institution of involuntary
bankruptcy or insolvency proceedings against either Pledgor or Crown
Colorado if such proceedings are not dismissed within 60 days of
commencement; files a petition or answer or consent seeking
reorganization or release under the federal bankruptcy laws or any
other similar federal or state law; consents to the filing of any such
petition or the appointment of a receiver, liquidator, assignee,
trustee (other than a trustee under a deed of trust or similar
instrument) for any part of its property; or makes an assignment for
the benefit of its creditors (collectively, a "Bankruptcy");
excluding, however, any Bankruptcy commenced by the filing of a
voluntary petition in bankruptcy by Pledgor pursuant to 11 U.S.C. sub
section 101 et seq. (the "Bankruptcy Code"), Chapter 11, before
March 31, 2002 ( a "Permitted Bankruptcy");

(c)	In any Permitted Bankruptcy or any other bankruptcy
proceeding respecting Pledgor:

(i)	The bankruptcy court enters an order dismissing the
Permitted Bankruptcy or converting the Permitted Bankruptcy from
one under Chapter 11 to one under Chapter 7 of the Bankruptcy
Code;

(ii)	The bankruptcy court enters an order or orders
confirming a bankruptcy plan of reorganization in the Bankruptcy
other than a bankruptcy plan approved by the Senior Lenders in
accordance with the Intercreditor Agreement;

(iii)	The bankruptcy court enters an order granting
relief from or modifying the automatic stay of sub section 362 of
the Bankruptcy Code with respect to any obligation or liability of
Pledgor in excess of $50,000;

(iv)	The bankruptcy court enters an order in the Permitted
Bankruptcy, or in any adversary proceeding or contested matter
within the Permitted Bankruptcy, negating the validity of or
modifying or otherwise altering all or any portion of any of the
Transaction Documents (as defined in the Purchase Agreement) or
any rights, obligations or terms contained in the Transaction
Documents;

(v)	The bankruptcy court enters an order authorizing any
debtor in possession financing to any entity other than the Senior
Lenders, without the prior written approval of the Senior Lenders
in accordance with the Intercreditor Agreement; or

(vi)	The Bankruptcy Court appoints a trustee to administer
the assets of the bankruptcy estate;

(d)	The granting of, the taking of any action which would grant
or create, a lien upon the Pledged Collateral securing the Secured
Obligations, except as permitted pursuant to the Purchase Agreement;

(e)	The Transaction Documents shall at any time and for any
reason be declared null and void or a proceeding be commenced to
declare the Transaction Documents null and void or Pledgor denies its
liability or obligations under the Transaction Documents;

(f)	Any security interest granted under the Transaction Documents
shall, for any reason, lapse, fail or cease (except for the lapse of
time) to be a valid, perfected and attached first priority lien on the
Pledged Collateral or any material portion thereof;

(g)	Any representation or warranty made by Pledgor in this Pledge
Agreement or any of the other Transaction Documents, proves to be
incorrect or misleading in any material respect when made;

(h)	Pledgor shall fail in the performance or observance of any
material agreement or covenant contained in, or otherwise breaches,
this Pledge Agreement or the other Transaction Documents, or an "Event
of Default" by Pledgor or Crown Colorado occurs under any other
Transaction Document;

(i)	Any attachment or sequestration of any material portion of
the Pledged Collateral if the same is not discharged or bonded within
ten (10) business days;

(j)	Any further sale, transfer, assignment, conveyance or grant
of a security interest in the Pledged Collateral without the express
written permission of Secured Parties;

(k)	Any condemnation, taking or purchase in lieu thereof of all
or any material part of the Collateral;

(l)	Failure to maintain commercially reasonable liability
insurance consistent with industry practice.

4.2.  	Remedies.

(a)	If an Event of Default has occurred and is continuing,
Collateral Agent may, in its discretion:  (i) register any of the
Pledged Collateral in its name or in the name of its broker/dealer,
agent or nominee or any of their nominees, (ii) exchange certificates
representing any of the Pledged Collateral for certificates of larger
or smaller denominations, (iii) exercise any voting rights of a holder
of any of the Pledged Collateral in any manner that would, in the
commercially reasonable judgment of Collateral Agent, preserve or
enhance the value of the collateral, including, but not limited to,
voting to replace the then serving directors and officers of Crown
Colorado, amend its certificate of incorporation or by-laws and approve
a merger or consolidation of Crown Colorado with or into another entity
or a sale of its assets or dissolution and liquidation; (iv) exercise
any conversion, registration, purchase or other rights of a holder of
any of the Pledged Collateral and any reasonable expense of such
exercise shall be deemed to be an expense of preserving the value of
such Pledged Collateral for the purposes of Section 5.1 below;
(v) collect, including by legal action, any notes, checks or other
instruments for the payment of money included in the Pledged Collateral
and compromise or settle with any obligor of such instruments, and (vi)
exercise any other rights and remedies of a secured party under
Article 9 of the Uniform Commercial Code.

(b)	If notice of the time and place of any public sale of the
Collateral or the time after which any private sale or other intended
disposition is required by the Uniform Commercial Code, Pledgor
acknowledges that five (5) days advance notice thereof will be a
reasonable notice.  Secured Parties shall not be obligated to make any
sale of Pledged Collateral regardless of notice of sale having been
given.  Collateral Agent may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and place to
which it was so adjourned.

(c)	If, under the Uniform Commercial Code, the Secured Parties
may purchase any part of the Collateral, it may, in payment of any part
of the purchase price thereof cancel any part of the Secured
Obligations.

(d)	If any of the Pledged Collateral is sold on credit or for
future delivery, it need not be retained by Secured Parties until the
purchase price is paid and Secured Parties shall incur no liability if
the purchaser fails to take up or pay for such collateral.  In case of
any such failure, such collateral may be sold again.

(e)	Pledgor shall execute and deliver to the purchasers of the
Collateral all instruments and other documents necessary or proper to
sell, convey, and transfer title to such Collateral and, if approval of
any sale of Collateral by any governmental body or officer is required,
Pledgor shall prepare or cooperate fully in the preparation of and
cause to be filed with such governmental body or officer all necessary
or proper applications, reports, and forms and do all other things
necessary or proper to expeditiously obtain such approval.

(f)	Any cash held by Secured Parties as Pledged Collateral and
all cash proceeds of any sale of, collection from, or other realization
upon all or any part of the Pledged Collateral may, in the discretion
of Secured Parties, be held by the Secured Parties as collateral for,
or then or at any time thereafter be applied (after payment of any
amounts payable to Secured Parties pursuant to Article 5 below) in
whole or in part against, all or any part of the Secured Obligations in
such order as Secured Parties may elect.  Any surplus of such cash or
cash proceeds held by Secured Parties and remaining after payment in
full of all of Secured Parties's expenses hereunder and the Secured
Obligations shall be paid over to Pledgor or to whomever may be
lawfully entitled to receive such surplus.

4.3.  	Appointment of Collateral Agent as Agent.  Pledgor hereby
appoints and constitutes Collateral Agent, its successors and assigns, as
his agent and attorney-in-fact for the purpose of carrying out the
provisions of this Agreement and taking any action or executing any
instrument that Collateral Agent considers necessary or convenient for
such
purpose, including the power to endorse and deliver checks, notes and
other
instruments for the payment of money in the name of and on behalf of
Pledgor, to endorse and deliver in the name of and on behalf of Pledgor
securities certificates and execute and deliver in the name of and on
behalf
of Pledgor instructions to the issuers of uncertificated securities, and
to
execute and file in the name of and on behalf of Pledgor financing
statements (which may be photocopies of this Agreement) and continuations
and amendments to financing statements in the States of Washington and
Colorado or elsewhere and Forms 144 with the United States Securities and
Exchange Commission.  This appointment is coupled with an interest and is
irrevocable and will not be affected by the bankruptcy of Pledgor nor by
the
lapse of time.  If Pledgor fails to perform any act required by this
Agreement, Collateral Agent may perform such act in the name of and on
behalf of Pledgor and at its expense which shall be chargeable to Pledgor
under Section 5.1 below.  Pledgor hereby consents and agrees that the
issuers of or obligors of the Pledged Collateral or any registrar or
transfer agent or trustee for any of the Pledged Collateral shall be
entitled to accept the provisions hereof as conclusive evidence of the
rights of Collateral Agent to effect any transfer pursuant to this
Agreement
and the authority granted to Collateral Agent herein, notwithstanding any
other notice or direction to the contrary heretofore or hereafter given
by
Pledgor, or any other person, to any of such issuers, obligors,
registrars,
transfer agents or trustees.

4.4.  	Impact of Regulations.  Pledgor acknowledges that compliance
with the Securities Act of 1933 and the rules and regulations thereunder
and
any relevant state securities laws and other applicable laws may impose
limitations on the right of Secured Parties to sell or otherwise dispose
of
securities included in the Pledged Collateral.  For this reason, Pledgor
hereby authorizes Secured Parties to sell any securities included in the
Pledged Collateral in such manner and to such persons as would, in the
judgment of Secured Parties, help to ensure that the transfer of such
securities will be given prompt and effective approval by any relevant
regulatory authorities and will not require any of the securities to be
registered or qualified under any applicable securities laws.  Pledgor
understands that a sale under the foregoing circumstances may yield a
substantially lower price for such Pledged Collateral than would
otherwise
be obtainable if the same were registered and sold in the open market,
and
Pledgor shall not attempt to hold Secured Parties responsible for selling
any of the Pledged Collateral at an inadequate price even if Secured
Parties
accepts the first offer received or if only one possible purchaser
appears
or bids at any such sale.  If Secured Parties shall sell any securities
included in the Pledged Collateral at such sale, Secured Parties shall
have
the right to rely upon the advice and opinion of any qualified appraiser
or
investment banker as to the commercially reasonable price obtainable on
the
sale thereof but shall not be obligated to obtain such advice or opinion.
Pledgor hereby assigns to Secured Parties any registration rights or
similar
rights Pledgor may have from time to time with respect to any of the
Pledged
Collateral.

Article 5.  Expenses.

5.1.  	Payment.  Pledgor agrees that he will forthwith upon demand
pay to Secured Parties:

(i)	the amount of any taxes which Secured Parties may have been
required to pay by reason of holding the Pledged Collateral or to free
any
of the Pledged Collateral from any lien encumbrance or adverse claim
thereon, and

(ii)	the amount of any and all out-of-pocket expenses, including the
fees and disbursements of counsel and of any brokers, investment brokers,
appraisers or other experts, that Secured Parties may incur in connection
with (A) the administration or enforcement of this Agreement, including
such
expenses as are incurred to preserve the value of the Pledged Collateral
and
the validity, perfection, rank and value of Secured Parties' security
interest therein, (B) the collection, sale or other disposition of any of
the Pledged Collateral, (C) the exercise by Secured Parties of any of the
rights conferred upon it hereunder, or (D) any action or proceeding to
enforce  rights under this Agreement or in pursuit of any non-judicial
remedy hereunder including the sale of the Pledged Collateral.

Any such amount not paid on demand shall bear interest (computed on the
basis of the number of days elapsed over a year of three hundred sixty
(360)
days) at the default rate specified in the Notes.

5.2  	Indemnity. Pledgor shall indemnify the Secured Parties and
directors, officers, employees, agents and attorneys against, and hold
them
harmless from, any liability, cost or expense, including the fees and
disbursements of their legal counsel, incurred by any of them under the
corporate or securities laws applicable to holding or selling any of the
Pledged Collateral, except for liability, cost or expense arising out of
the
recklessness or willful misconduct of the indemnified parties.

5.3  	Discharge of Liens.  At its option, Secured Parties may pay
and discharge taxes, liens, security interests and other encumbrances on
the
Pledged Collateral. Pledgor agrees to reimburse the Secured Parties under
Section 5.1 above for any payment made or any expense incurred (including
reasonable attorneys' fees to the extent permitted by law) by the Secured
Parties pursuant to the foregoing authorization.

Article 6.  Waivers.

6.1.  	Waivers of Notice.  Pledgor hereby waives presentment,
demand, protest, notice of any default under the Transaction Documents.

6.2. 	Waivers of Rights.  Neither the failure of nor any delay by
any party to this Agreement to enforce any right hereunder or to demand
compliance with its terms is a waiver of any right hereunder.  No action
taken pursuant to this Agreement on one or more occasions is a waiver of
any
right hereunder or constitutes a course of dealing that modifies this
Agreement.  No waiver of any right or remedy under this Agreement shall
be
binding on any party unless it is in writing and is signed by the party
to
be charged.  No such waiver of any right or remedy under any term of this
Agreement shall in any event be deemed to apply to any subsequent default
under the same or any other term contained herein.

Article 7.  Miscellaneous.

7.1.  	Entire Agreement.  This Agreement, the schedules and exhibits
hereto and the agreements and instruments required to be executed and
delivered hereunder set forth the entire agreement of the parties with
respect to the subject matter hereof and supersede and discharge all
prior
agreements (written or oral) and negotiations and all contemporaneous
oral
agreements concerning such subject matter and negotiations.  There are no
oral conditions precedent to the effectiveness of this Agreement.

7.2.  	Amendments.  No amendment, modification or termination of
this Agreement shall be binding on any party hereto unless it is in
writing
and is signed by the party to be charged.

7.3.  	Severability.  If any term or provision set forth in this
Agreement shall be invalid or unenforceable, the remainder of this
Agreement, or the application of such terms or provisions to persons or
circumstances, other than those to which it is held invalid or
unenforceable, shall be construed in all respects as if such invalid or
unenforceable term or provision were omitted.

7.4.  	Successors.  The terms of this Agreement shall be binding
upon Pledgor, and shall inure to the benefit of Secured Parties,
corporate
successors and any holder, owner or assignee of any rights in the
Purchase
Agreement and will be enforceable by them as their interest may appear.

7.5.  	Third Parties.  Nothing herein expressed or implied is
intended or shall be construed to give any person other than the parties
hereto any rights or remedies under this Agreement.

7.6.  	Saturdays, Sundays and Holidays.  Where this Agreement
authorizes or requires a payment or performance on a Saturday, Sunday or
public holiday, such payment or performance shall be deemed to be timely
if
made on the next succeeding business day.

7.7.  	Joint Preparation.  This Agreement shall be deemed to have
been prepared jointly by the parties hereto.  Any ambiguity herein shall
not
be interpreted against any party hereto and shall be interpreted as if
each
of the parties hereto had prepared this Agreement.

7.8.  	Rules of Construction.  In this Agreement, words in the
singular number include the plural, and in the plural include the
singular;
words of the masculine gender include the feminine and the neuter, and
when
the sense so indicates words of the neuter gender may refer to any gender
and the word "or" is disjunctive but not exclusive.  The captions and
section numbers appearing in this Agreement are inserted only as a matter
of
convenience.  They do not define, limit or describe the scope or intent
of
the provisions of this Agreement. Capitalized terms used but not defined
herein shall have the respective meanings ascribed thereto in the
Purchase
Agreement.

7.9.  	Notices. Any notice, request or other communication required
or permitted hereunder shall be in writing and shall be deemed to have
been
duly given if personally delivered or if mailed by registered or
certified
mail, postage prepaid and return receipt requested, or by overnight
courier
providing receipt of delivery, at the respective addresses of the parties
as
set forth in the Subscription Agreement. Any party hereto may by notice
so
given change its address for future notice hereunder. Notice shall
conclusively be deemed to have been given when personally delivered, five
(5) days after being sent by registered or certified mail, or two (2)
business days after being sent by overnight delivery, in the manner set
forth above.

7.10.  	Counterparts.  This Agreement may be executed in any number
of counterparts, all of which shall constitute one and the same
instrument,
and any party hereto may execute this Agreement by signing and delivering
one or more counterparts.

7.11  	Governing Law; Venue. This Agreement shall be construed and
enforced according to, and governed by, the laws of the State of
Washington
without reference to conflicts of laws provisions which, but for this
provision, would require the application of the law of any other
jurisdiction (the "Applicable Law").  The venue of any action brought to
interpret or enforce the provisions of this Agreement shall be laid only
in
Jefferson County, Colorado, and Pledgor and the Secured Parties hereby
consent to the jurisdiction of the courts of such state and county.

7.12	Payments Set Aside. Notwithstanding anything to the contrary
herein contained, this Agreement, the Secured Obligations and the
security
interest granted hereunder shall continue to be effective or be
reinstated,
as the case may be, if at any time any payment, or any part thereof, of
any
or all of the Secured Obligations is rescinded, invalidated, declared to
be
fraudulent or preferential or otherwise required to be restored or
returned
by the Collateral Agent in connection with any bankruptcy, reorganization
or
similar proceeding involving the Grantor, any other party liable with
respect to the Secured Obligations or otherwise, if the proceeds of any
Collateral are required to be returned by the Collateral Agent under any
such circumstances, or if the Collateral Agent reasonably elects to
return
any such payment or proceeds or any part thereof in its discretion, all
as
though such payment had not been made or such proceeds not been received.
Without limiting the generality of the foregoing, if prior to any such
rescission, invalidation, declaration, restoration or return, this
Agreement
shall have been canceled or surrendered or the security interest or any
Collateral shall have been released or terminated in connection with such
cancellation or surrender, this Agreement and the security interest and
such
Collateral shall be reinstated in full force and effect, and such prior
cancellation or surrender shall not diminish, discharge or otherwise
affect
the obligations of the Grantor in respect of the amount of the affected
payment or application of proceeds, the security interest or such
Collateral.

IN WITNESS WHEREOF, Pledgor has signed this Pledge Agreement as of this
_____ day of October, 2001.

"PLEDGOR"

By:__________________________________
Xxxxxxxxxxx X. Herald
Its: President



Accepted as of this ____ day of October, 2001

"COLLATERAL AGENT"

By:________________________________________
	Xxxxxxxx Xxxxxxxx
	Its: Vice President, Corporate Trust Services




EXHIBIT D-5
FORM OF CRCC PLEDGE AGREEMENT
PLEDGE OF CROWN RESOURCE CORP. OF COLORADO

THIS PLEDGE AGREEMENT (this "Pledge Agreement") is made this __ day of
October, 2001, by CROWN RESOURCE CORP. OF COLORADO, a Colorado
corporation
(the "Pledgor") in favor of XXXXX FARGO BANK WEST, NATIONAL ASSOCIATION,
as
collateral agent for, with the exception of Solitario Resources
Corporation,
a Colorado corporation ("Solitario"), purchasers of the Notes (as defined
below) issued under the Purchase Agreement described below (the "Senior
Lenders") (in such capacity, or any successor in such capacity is
referred
to herein as the "Collateral Agent").

RECITALS

A.	Pursuant to a Convertible Note Purchase Agreement, dated as of
October ___, 2001 (as supplemented or otherwise amended from time to
time,
the "Purchase Agreement"), by and among Crown Resources Corporation, a
Washington Corporation ("Crown") and the Senior Lenders, Crown and
Pledgor
will issue 10% Convertible Secured Notes in an aggregate principal amount
of
up to $4,000,000 (the "Notes"), subject to the terms and conditions set
forth in the Purchase Agreement.

B.	It is a condition to the issuance of the Notes under the Purchase
Agreement that a security interest in the Collateral described herein be
granted to Collateral Agent for the benefit of itself and the Senior
Lenders
(together with their respective successors and assigns, collectively, the
"Secured Parties"), as set forth herein.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

Article 1.  Pledge.

1.1	Grant of Security Interest.  Pledgor hereby grants to Secured
Parties a security interest, to secure the payment and performance of the
obligations of Pledgor and Crown  under the Notes, the Purchase Agreement
and the Transaction Documents (all of such obligations collectively
referred
to herein as the "Secured Obligations"), in:

(a)	all of Pledgor's right, title and interest in the shares of
common stock of Solitario Resources Corporation, a Colorado corporation
("Solitario"), that are registered in the name of Pledgor and
evidenced by the eight (8) share certificates described on Schedule 1
hereto (the "Pledged Securities");

(b)	any equity securities issued by Solitario and any options,
warrants or rights to acquire such securities, owned or acquired by
Pledgor, directly or indirectly, now or at any time in the future;

(c)	any securities or other property issued or distributed to
Pledgor with respect to any securities described in clauses (a) or (b)
above as a dividend or as a result of any amendment of the certificate
of incorporation or other charter documents, merger, consolidation,
redesignation, reclassification, purchase or sale of assets,
dissolution, or plan of arrangement, compromise or reorganization of
the issuer thereof;

(d)	any rights incidental to the ownership of any of the
securities described in clauses (a), (b) or (c) above such as voting,
conversion and registration rights and rights of recovery for
violations of applicable securities laws; and

(e)	the proceeds of the exercise, redemption, sale or exchange of
any of the foregoing or any dividend, interest payment or other
distribution of cash or property in respect thereof

(all of the foregoing may be referred to herein as the "Pledged
Collateral") on the following terms and subject to the following
conditions:

1.2.	Consent Required.  The grant of security interest in Section 1.1
above is expressly conditioned upon the prior written consent of The
Toronto
Stock Exchange, to the extent (and only to the extent) such security
interest relates to Pledged Securities held by the Montreal Trust Company
pursuant to an Escrow Agreement, dated as of July 1, 1994, by and among
Pledgor, Solitario, Montreal Trust Company of Canada and The Toronto
Stock
Exchange (the "Canadian Escrow Agreement").  Notwithstanding the
foregoing,
the grant of the security interest in Section 1.1 above shall be
effective
as to all Pledged Securities released from escrow from time to time by
the
Montreal Trust Company.  Pledgor shall use its reasonable best efforts to
obtain the consent of The Toronto Stock Exchange as soon as practicable.

1.3	Delivery.

(a)	 Before or at the same time as Pledgor has executed and
delivered this Agreement to the Secured Parties, Pledgor shall, with
the exception of Pledged Securities held by the Montreal Trust Company
pursuant to the Canadian Escrow Agreement, deliver to the Collateral
Agent the certificates representing the Pledged Securities, duly
endorsed in blank without restriction and with all necessary transfer
tax stamps affixed.

(b)	 If, at any time, the Pledgor obtains possession of any
certificate or instrument constituting or representing any of the
Pledged Collateral (other than interest and cash dividends), Pledgor
shall deliver such certificate or instrument to the Collateral Agent
forthwith duly endorsed in blank without restriction and with all
necessary transfer tax stamps affixed.

(c)	If no event of default as described in Section 4.1 below (an
"Event of Default") has occurred and is continuing, Pledgor may retain
for its own use and shall not be required to deliver to Collateral
Agent any interest payments on or any cash dividends; if an Event of
Default has occurred and is continuing, then all such interest and
dividends shall be delivered to the Collateral Agent as provided in
paragraph (b) of this Section 1.3.

(d)	If any of the Pledged Collateral is uncertificated
securities, Pledgor shall either (a) procure the issuance of security
certificates to represent such Pledged Collateral and endorse and
deliver such certificates as required by paragraph (b) of this Section
1.3, or (b) cause the issuer thereof to register Secured Parties as the
registered owner of such securities, or (c) cause the issuer thereof to
enter into an agreement, in form and substance satisfactory to Secured
Parties, among Secured Parties, the registered owner of such security,
and the issuer to the effect that the issuer will comply with
instructions originated by Secured Parties without further consent by
the registered owner.

(e)	 If any Pledged Collateral is not securities and is not
capable of being delivered, the Pledgor shall deliver to the Secured
Parties such financing statements or other instruments as are deemed
necessary by the Secured Parties to enable it to perfect security
interest in such Pledged Collateral under applicable law.

1.4.	Voting Rights.  If no Event of Default has occurred or is
continuing, the Pledged Collateral will be registered in the name of
Pledgor, and Pledgor may exercise any voting or consensual rights that
Pledgor may have as the owner of the Pledged Collateral for any purpose
that
is not inconsistent with this Agreement.  Pledgor shall deliver to
Collateral Agent copies of all notices, proxy statements, proxies and
other
information or instruments in its possession concerning such exercise and
advise Collateral Agent of how Pledgor will exercise such rights at least
five (5) days before any meeting or mailing any ballot or consent and
shall
not exercise any such right if, in the judgment of Collateral Agent, such
exercise would have a material adverse effect on the value of the Pledged
Collateral or would result in a violation of any of the terms of the
Transaction Documents.  If an Event of Default has occurred and is
continuing, Collateral Agent may exercise all voting or consensual rights
of
the owners of any of the Pledged Collateral and Pledgor shall deliver to
Collateral Agent all notices, proxy statements, proxies and other
information and instruments relating to the exercise of such rights
received
by Pledgor from the issuers of any of the Pledged Collateral promptly
upon
receipt thereof and shall at the request of Collateral Agent execute and
deliver to Collateral Agent any proxies or other instruments which are,
in
the judgment of Collateral Agent, necessary for Collateral Agent to
validly
exercise such voting and consensual rights.

1.5.	Duty of Secured Parties.  The duty of the Secured Parties with
respect to the Pledged Collateral shall be solely to use reasonable care
in
the physical custody thereof, and the Secured Parties shall not be under
any
obligation to take any action with respect to any of the Pledged
Collateral
or to preserve rights against prior parties.  The powers conferred on
Secured Parties hereunder are solely to protect interest in the Pledged
Collateral and do not impose any duty upon it to exercise any such
powers.
The Pledgor is not looking to the Secured Parties to provide Pledgor with
investment advice. Secured Parties shall have no duty to ascertain or
take
any action with respect to calls, conversions, exchanges, maturities,
tenders or other matters concerning any Pledged Collateral, whether or
not
Secured Parties has or is deemed to have knowledge of such matters, or as
to
the taking of any necessary steps to preserve any rights pertaining to
any
Pledged Collateral.

1.6.	Subsequent Changes Affecting Pledged Collateral.  Pledgor
acknowledges that Pledgor has made its own arrangements for keeping
informed
of changes or potential changes affecting the Pledged Collateral
(including,
but not limited to, conversions, subscriptions, exchanges,
reorganizations,
dividends, tender offers, mergers, consolidations and shareholder
meetings),
and Pledgor agrees that Secured Parties has no responsibility to inform
Pledgor of such matters or to take any action with respect thereto even
if
any of the Pledged Collateral has been registered in the name of Secured
Parties or agent or nominee.

1.7.	Return of Pledged Collateral.  The security interest granted to
Secured Parties hereunder shall not terminate and Secured Parties shall
not
be required to return the Pledged Collateral to Pledgor unless and until
(a)
the Secured Obligations have been fully paid or performed, (b) all of
Pledgor's obligations hereunder have been fully paid or performed, and
(c)
the Pledgor has reimbursed Secured Parties for any expenses of returning
the
Pledged Collateral and filing such termination statements and other
instruments as are required to be filed in public offices under
applicable
laws.

Article 2.  Representations and Warranties.

Pledgor hereby represents and warrants to Secured Parties as follows:

2.1.	Enforceability.  This Agreement has been duly executed and
delivered by Pledgor, constitutes his valid and legally binding
obligation
and is enforceable against Pledgor in accordance with its terms.

2.2.	No Conflict.  The execution, delivery and performance of this
Agreement, the grant of the security interest in the Pledged Collateral
hereunder and the consummation of the transactions contemplated hereby
will
not, with or without the giving of notice or the lapse of time, and
except
for certain transfer restrictions contained in the Canadian Escrow
Agreement: (a) violate any material law applicable to Pledgor; (b)
violate
any judgment, writ, injunction or order of any court or governmental body
or
officer applicable to Pledgor; (c) violate or result in the breach of any
material agreement to which Pledgor is a party or by which any of his
properties, including the Pledged Collateral, is bound; nor (d)  violate
any
restriction on the transfer of any of the Pledged Collateral.

2.3.	No Consents.  Except for certain restrictions and requirements
contained in the Canadian Escrow Agreement, no consent, approval,
license,
permit or other authorization of any third party or any governmental body
or
officer is required for the valid and lawful execution and delivery of
this
Agreement, the valid and lawful creation and perfection of the Secured
Parties' security interest in the Pledged Collateral or the valid and
lawful
exercise by Secured Parties of remedies available to it under this
Agreement
or applicable law or of the voting and other rights granted to it in this
Agreement except as may be required for the offer or sale of those items
of
Pledged Collateral which are securities under applicable securities laws.

2.4.	Organization.  Crown Resource Corp. of Colorado is a corporation
that was duly organized and is validly existing and in good standing
under
the laws of the State of Colorado.  The Pledged Securities are all of the
securities of Solitario registered in the name of Pledgor, have been duly
authorized and validly issued by Solitario and are fully paid and
non-assessable.  The certificates that represent the Pledged Securities
are
valid and genuine and have not been altered and Pledgor is the
appropriate
person to endorse them.  Except for this Agreement and the Canadian
Escrow
Agreement, Pledgor is not bound by any certificate of incorporation,
bylaw,
agreement or instrument (including options, warrants, and convertible
securities) that relates to the voting of, restricts the transfer of,
requires Pledgor or Solitario to issue or sell, or creates rights in any
person (other than the record owner) with respect to, any securities
issued
by Solitario.

2.5.  	Security Interest. Pledgor is the sole record and beneficial
owner of the Pledged Securities free and clear of all liens, encumbrances
and adverse claims and Pledgor has the unrestricted right to grant the
security interest provided for herein to the Secured Parties. Pledgor has
duly endorsed and delivered to Collateral Agent all of the certificates
representing the Pledged Securities and has granted to Secured Parties a
valid and perfected first priority security interest in the Pledged
Securities, free of all liens, encumbrances, transfer restrictions and
adverse claims.  This representation shall be deemed made with respect to
each item of property that becomes Pledged Collateral after the date
hereof,
but shall specifically exclude endorsement of shares and all liens,
encumbrances, transfer restrictions and adverse claims on shares held
pursuant to the Canadian Escrow Agreement.

2.6.  	Information.  None of the information, documents or financial
statements that has been furnished by Pledgor or any of its
representatives
in connection with the transactions contemplated by this Agreement or the
Transaction Documents contains any untrue statement of material fact or
omits to state any material fact required to be stated hereby or thereby
to
make such statements not misleading.

2.7.  	Name and Address.  (i) Pledgor's chief executive office and
principal place of business is located at 0000 Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxx Xxxxx, Xxxxxxxx 00000; (ii) Pledgor's state of incorporation of the
is
the State of Colorado; and (iii) Pledgor's federal tax identification
number
is 00-0000000.

Article 3.  Covenants.

Pledgor hereby covenants and agrees with Secured Parties that Pledgor
shall:

3.1.  	Defend Title.  Defend its title to the Pledged Collateral and
the security interest of the Secured Parties therein against the claims
of
any person claiming rights in the Pledged Collateral against or through
Pledgor and maintain and preserve such security interest and its priority
so
long as this Agreement shall remain in effect.

3.2.  	No Transfer.  Neither sell nor offer to sell nor otherwise
transfer nor encumber any portion of the Pledged Collateral; nor enter
into
any agreement that relates to the voting of or restricts the transfer of
any
of the Pledged Collateral.

3.3.  	Further Assurances.  At Pledgor's expense, do such further
acts and execute and deliver such additional conveyances, certificates,
instruments, legal opinions and other assurances as Secured Parties may
at
any time request or require to protect, assure or enforce  interests,
rights
and remedies under this Agreement.  Pledgor shall execute and deliver to
Secured Parties and file with the appropriate governmental offices in the
State of Colorado one or more Uniform Commercial Code financing
statements
describing the Pledged Collateral in the words used above, or amendments
or
continuations thereof whenever necessary to continue the perfection of
Secured Parties' security interest hereunder and whenever requested by
Secured Parties.  Pledgor shall execute and deliver to the Toronto Stock
Exchange a Collateral Assignment of the Shares held pursuant to the
Canadian
Escrow Agreement and shall take all reasonable actions necessary or
appropriate to obtain the consent of the Toronto Stock Exchange to assign
Pledgor's interest in the Pledged Collateral under Section 7 of the
Canadian
Escrow Agreement.

3.4.  	Name and Address.  Notify the Secured Parties at least ninety
(90) days before it changes its name or the address of its principal
place
of business.

Article 4.  Default.

4.1.  	Events of Default. Occurrence of any of the following events
shall constitute an "Event of Default" hereunder:

(a)	Pledgor or Crown shall default in the payment of principal or
interest due on the Notes ten (10) business days after its due date;

(b)	Pledgor or Crown institutes proceedings to be adjudicated as
bankrupt or insolvent; the institution of involuntary bankruptcy or
insolvency proceedings against Pledgor if such proceedings are not
dismissed within 60 days of commencement; files a petition or answer or
consent seeking reorganization or release under the federal bankruptcy
laws or any other similar federal or state law; consents to the filing
of any such petition or the appointment of a receiver, liquidator,
assignee, trustee (other than a trustee under a deed of trust or
similar instrument) for any part of its property; or makes an
assignment for the benefit of its creditors (collectively, a
"Bankruptcy"); excluding, however, any Bankruptcy commenced by the
filing of a voluntary petition in bankruptcy by Pledgor pursuant to 11
U.S.C. sub section 101 et seq. (the "Bankruptcy Code"), Chapter 11,
before March 31, 2002 ( a "Permitted Bankruptcy");

(c)	In any Permitted Bankruptcy or any other bankruptcy
proceeding respecting Pledgor:

(i)	The bankruptcy court enters an order dismissing the
Permitted Bankruptcy or converting the Permitted Bankruptcy from
one under Chapter 11 to one under Chapter 7 of the Bankruptcy
Code;

(ii)	The bankruptcy court enters an order or orders
confirming a bankruptcy plan of reorganization in the Bankruptcy
other than a bankruptcy plan approved by the Senior Lenders in
accordance with the Intercreditor Agreement;

(iii)	The bankruptcy court enters an order granting
relief from or modifying the automatic stay of sub section 362 of
the Bankruptcy Code with respect to any obligation or liability of
the Company in excess of $50,000;

(iv)	The bankruptcy court enters an order in the Permitted
Bankruptcy, or in any adversary proceeding or contested matter
within the Permitted Bankruptcy, negating the validity of or
modifying or otherwise altering all or any portion of any of the
Transaction Documents (as defined in the Purchase Agreement) or
any rights, obligations or terms contained in the Transaction
Documents;

(v)	The bankruptcy court enters an order authorizing any
debtor in possession financing to any entity other than the Senior
Lenders, without the prior written approval of the Senior Lenders
in accordance with the Intercreditor Agreement; or

(vi)	The Bankruptcy Court appoints a trustee to administer
the assets of the bankruptcy estate;

(d)	The granting of, the taking of any action which would grant
or create, a lien upon the Pledged Collateral securing the Secured
Obligations, except as permitted pursuant to the Purchase Agreement;

(e)	The Transaction Documents shall at any time and for any
reason be declared null and void or a proceeding be commenced to
declare the Transaction Documents null and void or Pledgor denies its
liability or obligations under the Transaction Documents;

(f)	Any security interest granted under the Transaction Documents
shall, for any reason, lapse, fail or cease (except for the lapse of
time) to be a valid, perfected and attached first priority lien on the
Pledged Collateral or any material portion thereof;

(g)	Any representation or warranty made by Pledgor in this Pledge
Agreement or any of the other Transaction Documents, proves to be
incorrect or misleading in any material respect when made;

(h)	Pledgor shall fail in the performance or observance of any
material agreement or covenant contained in, or otherwise breaches,
this Pledge Agreement or  the other Transaction Documents, or an
"Event of Default" by Pledgor or Crown occurs under any other
Transaction Document;

(i)	Any attachment or sequestration of any material portion of
the Pledged Collateral if the same is not discharged or bonded within
ten (10) business days;

(j)	Any further sale, transfer, assignment, conveyance or grant
of a security interest in the Pledged Collateral without the express
written permission of Secured Parties;

(k)	Any condemnation, taking or purchase in lieu thereof of all
or any material part of the Collateral;

(l)	Failure to maintain commercially reasonable liability
insurance consistent with industry practice.

4.2.  	Remedies.

(a)	If an Event of Default has occurred and is continuing,
Collateral Agent may, in its discretion:  (i) register any of the
Pledged Collateral in its name or in the name of its broker/dealer,
agent or nominee or any of their nominees, (ii) exchange certificates
representing any of the Pledged Collateral for certificates of larger
or smaller denominations, (iii) exercise any voting rights of a holder
of any of the Pledged Collateral in any manner that would, in the
commercially reasonable judgment of Collateral Agent, preserve or
enhance the value of the collateral, including, but not limited to,
voting to replace the then serving directors and officers of Solitario,
amend its certificate of incorporation or by-laws and approve a merger
or consolidation of Solitario with or into another entity or a sale of
its assets or dissolution and liquidation; (iv) exercise any
conversion, registration, purchase or other rights of a holder of any
of the Pledged Collateral and any reasonable expense of such exercise
shall be deemed to be an expense of preserving the value of such
Pledged Collateral for the purposes of Section 5.1 below; (v) collect,
including by legal action, any notes, checks or other instruments for
the payment of money included in the Pledged Collateral and compromise
or settle with any obligor of such instruments, and (vi) exercise any
other right or remedy of a secured party under Article 9 of the Uniform
Commercial Code.

(b)	 If notice of the time and place of any public sale of the
Collateral or the time after which any private sale or other intended
disposition is required by the Uniform Commercial Code, Pledgor
acknowledges that five (5) days advance notice thereof will be a
reasonable notice.  Secured Parties shall not be obligated to make any
sale of Pledged Collateral regardless of notice of sale having been
given.  Collateral Agent may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and place to
which it was so adjourned.

(c)	 If, under the Uniform Commercial Code, the Secured Parties
may purchase any part of the Collateral, it may, in payment of any part
of the purchase price thereof cancel any part of the Secured
Obligations.

(d)	If any of the Pledged Collateral is sold on credit or for
future delivery, it need not be retained by Secured Parties until the
purchase price is paid and Secured Parties shall incur no liability if
the purchaser fails to take up or pay for such collateral.  In case of
any such failure, such collateral may be sold again.

(e)	 Pledgor shall execute and deliver to the purchasers of the
Collateral all instruments and other documents necessary or proper to
sell, convey, and transfer title to such Collateral and, if approval of
any sale of Collateral by any governmental body or officer is required,
Pledgor shall prepare or cooperate fully in the preparation of and
cause to be filed with such governmental body or officer all necessary
or proper applications, reports, and forms and do all other things
necessary or proper to expeditiously obtain such approval.

(f)	 Any cash held by Secured Parties as Pledged Collateral and
all cash proceeds of any sale of, collection from, or other realization
upon all or any part of the Pledged Collateral may, in the discretion
of Secured Parties, be held by the Secured Parties as collateral for,
or then or at any time thereafter be applied (after payment of any
amounts payable to Secured Parties pursuant to Article 5 below) in
whole or in part against, all or any part of the Secured Obligations in
such order as Secured Parties may elect.  Any surplus of such cash or
cash proceeds held by Secured Parties and remaining after payment in
full of all of Secured Parties's expenses hereunder and the Secured
Obligations shall be paid over to Pledgor or to whomever may be
lawfully entitled to receive such surplus.

4.3.  	Appointment of Collateral Agent as Agent.  Pledgor hereby
appoints and constitutes Collateral Agent, its successors and assigns, as
his agent and attorney-in-fact for the purpose of carrying out the
provisions of this Agreement and taking any action or executing any
instrument that Collateral Agent considers necessary or convenient for
such
purpose, including the power to endorse and deliver checks, notes and
other
instruments for the payment of money in the name of and on behalf of
Pledgor, to endorse and deliver in the name of and on behalf of Pledgor
securities certificates and execute and deliver in the name of and on
behalf
of Pledgor instructions to the issuers of uncertificated securities, and
to
execute and file in the name of and on behalf of Pledgor financing
statements (which may be photocopies of this Agreement) and continuations
and amendments to financing statements in the States of Washington and
Colorado or elsewhere and Forms 144 with the United States Securities and
Exchange Commission.  This appointment is coupled with an interest and is
irrevocable and will not be affected by the bankruptcy of Pledgor nor by
the
lapse of time.  If Pledgor fails to perform any act required by this
Agreement, Collateral Agent may perform such act in the name of and on
behalf of Pledgor and at its expense which shall be chargeable to Pledgor
under Section 5.1 below.  Pledgor hereby consents and agrees that the
issuers of or obligors of the Pledged Collateral or any registrar or
transfer agent or trustee for any of the Pledged Collateral shall be
entitled to accept the provisions hereof as conclusive evidence of the
rights of Collateral Agent to effect any transfer pursuant to this
Agreement
and the authority granted to Collateral Agent herein, notwithstanding any
other notice or direction to the contrary heretofore or hereafter given
by
Pledgor, or any other person, to any of such issuers, obligors,
registrars,
transfer agents or trustees.

4.4.  	Impact of Regulations.  Pledgor acknowledges that compliance
with the Securities Act of 1933 and the rules and regulations thereunder
and
any relevant state securities laws and other applicable laws may impose
limitations on the right of Secured Parties to sell or otherwise dispose
of
securities included in the Pledged Collateral.  For this reason, Pledgor
hereby authorizes Secured Parties to sell any securities included in the
Pledged Collateral in such manner and to such persons as would, in the
judgment of Secured Parties, help to ensure that the transfer of such
securities will be given prompt and effective approval by any relevant
regulatory authorities and will not require any of the securities to be
registered or qualified under any applicable securities laws.  Pledgor
understands that a sale under the foregoing circumstances may yield a
substantially lower price for such Pledged Collateral than would
otherwise
be obtainable if the same were registered and sold in the open market,
and
Pledgor shall not attempt to hold Secured Parties responsible for selling
any of the Pledged Collateral at an inadequate price even if Secured
Parties
accepts the first offer received or if only one possible purchaser
appears
or bids at any such sale.  If Secured Parties shall sell any securities
included in the Pledged Collateral at such sale, Secured Parties shall
have
the right to rely upon the advice and opinion of any qualified appraiser
or
investment banker as to the commercially reasonable price obtainable on
the
sale thereof but shall not be obligated to obtain such advice or opinion.
Pledgor hereby assigns to Secured Parties any registration rights or
similar
rights Pledgor may have from time to time with respect to any of the
Pledged
Collateral.

Article 5.  Expenses.

5.1.  	Payment.  Pledgor agrees that he will forthwith upon demand
pay to Secured Parties:

(i)	the amount of any taxes which Secured Parties may have been
required to pay by reason of holding the Pledged Collateral or to free
any
of the Pledged Collateral from any lien encumbrance or adverse claim
thereon, and

(ii)	the amount of any and all out-of-pocket expenses, including the
fees and disbursements of counsel and of any brokers, investment brokers,
appraisers or other experts, that Secured Parties may incur in connection
with (A) the administration or enforcement of this Agreement, including
such
expenses as are incurred to preserve the value of the Pledged Collateral
and
the validity, perfection, rank and value of Secured Parties' security
interest therein, (B) the collection, sale or other disposition of any of
the Pledged Collateral, (C) the exercise by Secured Parties of any of the
rights conferred upon it hereunder, or (D) any action or proceeding to
enforce  rights under this Agreement or in pursuit of any non-judicial
remedy hereunder including the sale of the Pledged Collateral.

Any such amount not paid on demand shall bear interest (computed on the
basis of the number of days elapsed over a year of three hundred sixty
(360)
days) at the default rate specified in the Notes.

5.2  	Indemnity. Pledgor shall indemnify the Secured Parties and
directors, officers, employees, agents and attorneys against, and hold
them
harmless from, any liability, cost or expense, including the fees and
disbursements of their legal counsel, incurred by any of them under the
corporate or securities laws applicable to holding or selling any of the
Pledged Collateral, except for liability, cost or expense arising out of
the
recklessness or willful misconduct of the indemnified parties.

5.3  	Discharge of Liens.  At its option, Secured Parties may pay
and discharge taxes, liens, security interests and other encumbrances on
the
Pledged Collateral. Pledgor agrees to reimburse the Secured Parties under
Section 5.1 above for any payment made or any expense incurred (including
reasonable attorneys' fees to the extent permitted by law) by the Secured
Parties pursuant to the foregoing authorization.

Article 6.  Waivers.

6.1.  	Waivers of Notice.  Pledgor hereby waives presentment,
demand, protest, notice of any default under the Transaction Documents.

6.2. 	Waivers of Rights.  Neither the failure of nor any delay by
any party to this Agreement to enforce any right hereunder or to demand
compliance with its terms is a waiver of any right hereunder.  No action
taken pursuant to this Agreement on one or more occasions is a waiver of
any
right hereunder or constitutes a course of dealing that modifies this
Agreement.  No waiver of any right or remedy under this Agreement shall
be
binding on any party unless it is in writing and is signed by the party
to
be charged.  No such waiver of any right or remedy under any term of this
Agreement shall in any event be deemed to apply to any subsequent default
under the same or any other term contained herein.

Article 7.  Miscellaneous.

7.1.  	Entire Agreement.  This Agreement, the schedules and exhibits
hereto and the agreements and instruments required to be executed and
delivered hereunder set forth the entire agreement of the parties with
respect to the subject matter hereof and supersede and discharge all
prior
agreements (written or oral) and negotiations and all contemporaneous
oral
agreements concerning such subject matter and negotiations.  There are no
oral conditions precedent to the effectiveness of this Agreement.

7.2.  	Amendments.  No amendment, modification or termination of
this Agreement shall be binding on any party hereto unless it is in
writing
and is signed by the party to be charged.

7.3.  	Severability.  If any term or provision set forth in this
Agreement shall be invalid or unenforceable, the remainder of this
Agreement, or the application of such terms or provisions to persons or
circumstances, other than those to which it is held invalid or
unenforceable, shall be construed in all respects as if such invalid or
unenforceable term or provision were omitted.

7.4.  	Successors.  The terms of this Agreement shall be binding
upon Pledgor, and shall inure to the benefit of Secured Parties,
corporate
successors and any holder, owner or assignee of any rights in the
Purchase
Agreement and will be enforceable by them as their interest may appear.

7.5.  	Third Parties.  Nothing herein expressed or implied is
intended or shall be construed to give any person other than the parties
hereto any rights or remedies under this Agreement.

7.6.  	Saturdays, Sundays and Holidays.  Where this Agreement
authorizes or requires a payment or performance on a Saturday, Sunday or
public holiday, such payment or performance shall be deemed to be timely
if
made on the next succeeding business day.

7.7.  	Joint Preparation.  This Agreement shall be deemed to have
been prepared jointly by the parties hereto.  Any ambiguity herein shall
not
be interpreted against any party hereto and shall be interpreted as if
each
of the parties hereto had prepared this Agreement.

7.8.  	Rules of Construction.  In this Agreement, words in the
singular number include the plural, and in the plural include the
singular;
words of the masculine gender include the feminine and the neuter, and
when
the sense so indicates words of the neuter gender may refer to any gender
and the word "or" is disjunctive but not exclusive.  The captions and
section numbers appearing in this Agreement are inserted only as a matter
of
convenience.  They do not define, limit or describe the scope or intent
of
the provisions of this Agreement. Capitalized terms used but not defined
herein shall have the respective meanings ascribed thereto in the
Purchase
Agreement.

7.9.  	Notices.  Any notice, request or other communication required
or permitted hereunder shall be in writing and shall be deemed to have
been
duly given if personally delivered or if mailed by registered or
certified
mail, postage prepaid and return receipt requested, or by overnight
courier
providing receipt of delivery, at the respective addresses of the parties
as
set forth in the Subscription Agreement. Any party hereto may by notice
so
given change its address for future notice hereunder. Notice shall
conclusively be deemed to have been given when personally delivered, five
(5) days after being sent by registered or certified mail, or two (2)
business days after being sent by overnight delivery, in the manner set
forth above.

7.10.  	Counterparts.  This Agreement may be executed in any number
of counterparts, all of which shall constitute one and the same
instrument,
and any party hereto may execute this Agreement by signing and delivering
one or more counterparts.

7.11  	Governing Law; Venue. This Agreement shall be construed and
enforced according to, and governed by, the laws of the State of
Washington
without reference to conflicts of laws provisions which, but for this
provision, would require the application of the law of any other
jurisdiction (the "Applicable Law").  The venue of any action brought to
interpret or enforce the provisions of this Agreement shall be laid only
in
Jefferson County, Colorado, and Pledgor and the Secured Parties hereby
consent to the jurisdiction of the courts of such state and county.

7.12	Payments Set Aside. Notwithstanding anything to the contrary
herein contained, this Agreement, the Secured Obligations and the
security
interest granted hereunder shall continue to be effective or be
reinstated,
as the case may be, if at any time any payment, or any part thereof, of
any
or all of the Secured Obligations is rescinded, invalidated, declared to
be
fraudulent or preferential or otherwise required to be restored or
returned
by the Collateral Agent in connection with any bankruptcy, reorganization
or
similar proceeding involving the Grantor, any other party liable with
respect to the Secured Obligations or otherwise, if the proceeds of any
Collateral are required to be returned by the Collateral Agent under any
such circumstances, or if the Collateral Agent reasonably elects to
return
any such payment or proceeds or any part thereof in its discretion, all
as
though such payment had not been made or such proceeds not been received.
Without limiting the generality of the foregoing, if prior to any such
rescission, invalidation, declaration, restoration or return, this
Agreement
shall have been canceled or surrendered or the security interest or any
Collateral shall have been released or terminated in connection with such
cancellation or surrender, this Agreement and the security interest and
such
Collateral shall be reinstated in full force and effect, and such prior
cancellation or surrender shall not diminish, discharge or otherwise
affect
the obligations of the Grantor in respect of the amount of the affected
payment or application of proceeds, the security interest or such
Collateral.

IN WITNESS WHEREOF, Pledgor has signed this Pledge Agreement as of this
___ day of October, 2001.

"PLEDGOR"

By:__________________________________
Xxxxxxxxxxx X. Herald
Its: President

Address: 0000 Xxxxxxx Xxxxxx, Xxxxx 000
	Xxxxx Xxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000

Facsimile: (000) 000-0000


Accepted as of this ____ day of October, 2001

"COLLATERAL AGENT"

By:________________________________________
	Xxxxxxxx Xxxxxxxx
	Its: Vice President, Corporate Trust Services

Address: 0000 Xxxxxxxx
	X0000-000
	Xxxxxx, XX 00000

Telephone:_______________________

Facsimile:_______________________


SCHEDULE 1

SHARE CERTIFICATES

Certificate Number
Number of Shares
Issue Date
1
3,140,162
04/15/98
173
1,570,081
06/26/95
174
1,570,081
06/26/95
301
529,000
03/05/96
308
81
04/04/96
373
70,000
02/12/97
378
1,500,000
02/27/97
413
1,254,180
08/21/97




EXHIBIT D-6
FORM OF DEED OF TRUST
Return
Name and Address:

Xxx Xxxxxxxxx
Xxxxx Xxxxx LLP
000 Xxxxxxxxxx Xx., Xxxxx 0000
Xxxxxxx, XX 00000


Document				DEED OF TRUST WITH FIXTURE FILING
Title:					FOR REAL PROPERTY AND MINING CLAIMS




NAME OF				CROWN RESOURCES CORPORATION
GRANTORS:				CROWN RESOURCE CORP. OF COLORADO


NAME OF				XXXXX FARGO BANK WEST, NATIONAL
GRANTEE:				ASSOCIATION



ABBREVIATED			T40N, R30E, WM, Section 25 SW
LEGAL
DESCRIPTION:			Complete list of abbreviated legal descriptions
is
on
					Exhibit A of document

Additional or complete legal description is on
Exhibit A of document


ASSESSOR'S 			4030253002
PROPERTY TAX
PARCEL ACCOUNT		Complete list of Tax Parcel Numbers is
NUMBERS:				on Exhibit A of document


DEED OF TRUST WITH FIXTURE FILING
FOR REAL PROPERTY AND MINING CLAIMS


THIS DEED OF TRUST WITH FIXTURE FILING FOR REAL PROPERTY AND MINING
CLAIMS ("Deed of Trust") is made this ___ day of _______________, 2001,
by
CROWN RESOURCES CORPORATION, a Washington corporation, whose address is
0000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxx, XX 00000, CROWN RESOURCE CORP. OF
COLORADO, a Colorado corporation, whose address is 0000 Xxxxxxx Xxxxxx,
Xxxxx 000, Xxxxx Xxxxx, XX 00000 (collectively, "Grantor"), TRANSNATION
TITLE INSURANCE COMPANY, whose address is 000 Xxxxx Xxxxx, Xxxxx X, Xxxx,
XX
00000 ("Trustee"), and XXXXX FARGO BANK WEST, NATIONAL ASSOCIATION, as
collateral agent for the holders of the Notes (defined below)
("Beneficiary").

Recitals.  Crown Resources Corporation is the owner of all that
certain property ("Real Property") situated in the County of Okanogan,
State of Washington, as more particularly described in Exhibit A attached
hereto.  Crown Resources Corporation and Crown Resource Corp. of Colorado
have rights to certain mining claims and mill sites ("Mining Claims")
situated in the County of Okanogan, State of Washington, as more
particularly described in Exhibit B attached hereto.  Beneficiary is
collateral agent for the holders of the Notes (defined below) issued
under
the Note Purchase Agreement (defined below).

Grant of Lien.  Grantor grants, bargains, sells and conveys to
Trustee, in trust with power of sale, all existing and after acquired
interests in the Real Property with all improvements thereon or hereafter
erected on the Real Property and all easements, appurtenances, and
fixtures now or hereafter a part of the Real Property, all replacements
and additions thereto, and all other rights and interests appurtenant
thereto, and the Mining Claims (Real Property and Mining Claims herein
collectively referred to as the "Secured Property").  Grantor covenants
that it is lawfully seized of the Real Property and the Mining Claims
hereby conveyed and has the right to grant and convey the Secured
Property
and that the Secured Property is unencumbered and that Grantor warrants
and will defend generally the title to the Secured Property against all
claims and demands.

Obligations Secured.  This Deed of Trust is made for the purpose of
securing the performance of each agreement of Grantor herein and the
payment of the indebtedness of promissory notes in the cumulative
principal sum of Four Million Dollars ($4,000,000), and all interest
thereon and other amounts evidenced thereby (the "Notes") issued
pursuant to a certain Convertible Note Purchase Agreement (the "Note
Purchase Agreement"); all future advances made to Grantor by Beneficiary,
its successors and assigns, under said Notes or pursuant to the terms of
this Deed of Trust; and the debts evidenced by all renewals, extensions,
modifications, substitutions and consolidations of said Notes.

Payment of Principal, Interest and other charges.  Grantor shall pay
when due the principal of and interest on the debt evidenced by the
Notes,
all pursuant to the terms thereof which are incorporated by reference
herein and any other charges due thereunder or hereunder.  Payments shall
be applied pursuant to the terms of the Notes.

Preservation, Maintenance and Protection of the Secured Property.
Grantor shall not destroy, damage or impair the Secured Property, allow
the Secured Property to deteriorate or commit waste of or on the Secured
Property.  Grantor shall maintain the Secured Property in order to
prevent
the Secured Property from deteriorating  or decreasing in value due to
its
condition.  Grantor shall promptly repair the Secured Property if damaged
to avoid further deterioration or damage. Grantor shall make such repairs
whether or not insurance proceeds are available for such repairs and if
insurance proceeds are not sufficient to repair or restore the Secured
Property, Grantor is not relieved of its obligation for the completion of
such repair or restoration.  Beneficiary or its agents may make
reasonable
entries upon and inspections of the Secured Property by giving Grantor
notice at the time of or prior to such inspection.

Compliance With Laws.  Grantor shall comply with all statutes, laws,
ordinances and regulations which now or hereafter pertain to the
construction, repair, condition, use, and occupancy of the Secured
Property, including, without limitation, all subdivision, zoning,
building
code, fire, health, occupancy, and other similar statutes.  Grantor shall
comply with all public and private easements, covenants, reservations and
restrictions affecting the Secured Property and indemnifies and holds
harmless Beneficiary therefor.

Grantor shall pay all taxes, assessments, charges, fines and
impositions attributable to the Secured Property.  Grantor shall promptly
discharge, at its sole cost and expense, any lien, whether superior,
subordinate or equal in priority, to the lien established by this
agreement, encumbering the Secured Property unless: (a) the tax or
assessment is payable in installments and Grantor pays the installments
when due, (b) Grantor agrees in writing to the payment of the obligation
secured by the lien in a manner acceptable to Beneficiary pursuant to the
terms of the Note Purchase Agreement which are incorporated by reference
herein; (c) contest the lien in good faith by, or defend against
enforcement of the lien in, legal proceedings which in Lender's opinion
operate to prevent the enforcement of the lien while those proceedings
are
pending, but only until such  proceedings are terminated; or (d) secures
from the holder of the lien an agreement satisfactory to Beneficiary
subordinating the lien to the lien established by this agreement and by
which the holder of the lien agrees to take no action with respect to any
such lien so long as the lien established by this agreement is
unsatisfied.  If Beneficiary determines that any part of the Secured
Property is the subject of a lien, Beneficiary may give Grantor notice
identifying such lien and, within ten (10) calendar days thereof, Grantor
shall satisfy the lien or take one or more of the actions set forth
herein.

7.	Hazardous Waste Compliance.  Hazardous Substances.  As used in
this paragraph, (a) "Hazardous Substances" are those substances defined
as toxic or hazardous substances, pollutants, or wastes by Environmental
Law and the following substances: gasoline, kerosene, other flammable or
toxic petroleum products, toxic pesticides and herbicides, volatile
solvents, materials containing asbestos or formaldehyde, arsenic, mercury
and radioactive materials; (b) "Environmental Law" means federal laws
and laws of the jurisdiction of Secured Property is located that relate
to
health, safety or environmental protection; (c) "Environmental Cleanup"
includes any response action, remedial action, or removal action as
defined in Environmental Law; and (d) "Environmental Condition" means a
condition that can cause, contribute to or otherwise trigger an
Environmental Cleanup.

Grantor shall not cause or permit the presence, use, disposal, storage
or release of any Hazardous Substances, or threaten to release any
Hazardous
Substances, on or in the Secured Property.  Grantor shall not do, nor
allow
anyone else to do, anything affecting the Secured Property (a) that is in
violation of any Environmental Law, (b) which creates an Environmental
Condition, or (c) which, due to the presence, use or release of a
Hazardous
Substance, creates a condition that adversely affects the value of the
Secured Property.  The preceding two sentences shall not apply to the
presence, use or storage on the Secured Property of small quantities of
Hazardous Substances that are generally recognized to be appropriate to
normal uses and to maintenance of the Secured Property (including, but
not
limited to, hazardous substances in consumer products).

Grantor shall promptly give Beneficiary written notice of: (a) any
investigation, claim, demand, lawsuit or other action by any governmental
or
regulatory agency or private party involving the Secured Property and any
Hazardous Substance or Environmental Law of which Grantor has actual
knowledge; (b) any Environmental Condition, including but not limited to
any
spilling, leaking, discharge, release or threat of release of any
Hazardous
Substance, and (c) any condition caused by the presence, use or release
of a
Hazardous Substance which adversely affects the value of the Secured
Property.  If Grantor learns, or is notified by any governmental or
regulatory authority, or any private party, that any removal or other
remediation of any Hazardous Substance affecting the Secured Property is
necessary, Grantor shall promptly take all remedial actions in accordance
with Environmental Law.  Nothing herein shall create any obligation on
Beneficiary for an Environmental Cleanup.

The Grantor, jointly and severally, will defend, indemnify and hold
harmless Beneficiary, its employees, agents, officers, directors,
shareholders, successors and assigns from and against any and all claims,
demand, penalties, causes of action, fines, liabilities (including,
without
limitation, strict liability), settlements, damages, costs or expenses of
whatever kind or nature, known or unknown, foreseen or unforeseen,
contingent or otherwise (including, without limitation, counsel and
consultant fees and expenses, costs and litigation expenses) arising out
of,
or in any way related to (1) any breach of this provision; (2) the
presence,
disposal, spillage, discharge, emission, leakage, release or threatened
release of any Hazardous Substance which is at, in, on, under, about,
from
or affecting the Secured Property, including, without limitation, any
damage
or injury resulting from any such Hazardous Substance to or affecting the
Secured Property or the soil, water, air, vegetation, buildings, personal
property, persons or animals located on the Secured Property or on any
other
property or otherwise; (3) any personal injury (including wrongful death)
or
property damage (real or personal) arising out of or related to any such
Hazardous Substance; (4) any lawsuit brought or threatened, settlement
reached, or order or directive of or by any governmental authority
relating
to such Hazardous Substance, or (5) any violation of any Environmental
Law.


The Grantor, jointly and severally, absolutely and unconditionally
agrees to indemnify and holder Beneficiary harmless from and against any
and
all loss, liability, cost or expense of any nature whatsoever, contingent
or
otherwise, foreseen or unforeseen incurred by Beneficiary (including,
without limitation, counsel fees and disbursements) as a result of any
failure of or any reason of the Grantor to timely comply in all respects
with any remediation plan or as a result of any delay or suspension in
the
construction of improvements resulting from any order or action taken by
any
governmental authority having jurisdiction over environmental matters or
Hazardous Substances.

The obligations and liabilities of the Grantor under this provision
shall survive and continue in full force and effect and shall not be
terminated, discharged or released, in whole or in part, irrespective of
whether the Debt has been paid in full.

8.	Nonagricultural Property.  Grantor covenants and
warrants that the Real Property is not used principally or
primarily for agricultural or farming purposes.

Insurance. Grantor shall keep the Secured Property and all
improvements existing or hereafter erected on the Secured Property
insured
in such amounts and against such risks as is customary in the mining
industry.  The insurance carrier providing the insurance shall be chosen
by Grantor subject to Beneficiary's right to disapprove Grantor's choice,
which right shall not be exercised unreasonably.  If Grantor fails to
maintain any of the coverage described above, Beneficiary may obtain
insurance coverage, at Beneficiary's option and at Grantor's expense.
Beneficiary is under no obligation to purchase any particular type or
amount of coverage.  Therefore, such coverage shall cover Beneficiary,
but
might or might not protect Grantor, Grantor's equity in the Secured
Property against any risk, hazard, liability and might provide greater or
lesser coverage that was previously in effect.  Grantor acknowledges that
the costs of the insurance coverage obtained by Beneficiary might
significantly exceed the cost of insurance that Grantor could have
maintained.  Any amounts disbursed by Lender under this paragraph shall
become additional debt of Grantor secured by this agreement.  These
amounts shall bear interest at the rate stated in the Notes from the date
of disbursement and shall be payable, with such interest, upon notice
from
the Beneficiary to the Grantor requesting payment.

All insurance policies required by Beneficiary and renewals
thereof shall be subject to Beneficiary's right to disapprove such
policies and shall include a mortgage/deed of trust clause naming
Beneficiary as an additional loss payee.  Beneficiary shall have the
right
to hold the policies and renewal certificates.  If Beneficiary requires,
Grantor shall promptly give to Beneficiary all receipts of paid premiums
and renewal notices.  If Grantor obtains any form of insurance coverage,
not otherwise required by Beneficiary for damage to, or destruction of,
the Secured Property, such policy shall name Beneficiary as an additional
loss payee.

In the event of a loss, Grantor shall give prompt notice to the
insurance carrier and the Beneficiary.  Beneficiary may make proof of
loss
if not promptly made by Grantor.  Unless Beneficiary and Grantor
otherwise
agree in writing, any insurance proceeds, whether or not the underlying
insurance was required by Beneficiary, shall be applied to restoration
and
repair of the Secured Property, if the restoration or repair is
economically feasible, and Beneficiary's security is not lessened.
During
such repair or restoration, period, Beneficiary shall have the right to
hold such insurance proceeds until Beneficiary has had an opportunity to
inspect the Secured Property to ensure the work has been completed to
Beneficiary's satisfaction provided that such inspection shall be
undertaken promptly.  Beneficiary may disburse proceeds for the repairs
and restoration in a single payment or in a series of progress payments
as
the work is completed.  Unless and agreement is made in writing or
applicable law requires interest to be paid on such insurance proceeds,
Beneficiary shall not be required to pay Grantor any interest or earning
on such proceeds.  Fees for public adjusters, or other third parties,
retained by Grantor shall not be paid out of the insurance proceeds and
shall be the sole obligation of Grantor.  If the restoration or repair is
not economically feasible or Beneficiary's security would be lessened,
the
insurance proceeds shall be applied to the sums secured by the lien
established by this agreement, whether or not then due, with the excess,
if any, paid to Grantor.

If Grantor abandons the Secured Property, Beneficiary may file,
negotiate and settle any available insurance claims and related matters.
If Grantor does not respond within thirty (30) days to a notice from
Beneficiary that an insurance carrier has offered to settle a claim, the
Beneficiary may negotiate and settle the claim.  The thirty day period
will begin when the notice is given.  In either event, or if Lender
acquires the Secured Property pursuant to its remedies herein, Grantor
hereby assigns to Beneficiary: (a) Grantor's rights to any insurance
proceeds in an amount not to exceed the amounts remaining unpaid under
the
Notes or this agreement, and (b) any other of Grantor's rights under all
insurance policies covering the Secured Property insofar as such rights
are applicable to coverage of the Secured Property.  Lender may use the
insurance proceeds either to repair or restore the Secured Property or to
pay amounts unpaid under the Notes or this agreement, whether or not then
due.

Condemnation.  Should the Secured Property and any portion thereof be
taken by reason of any public or private improvement or condemnation
proceeding, all proceeds of such condemnation are hereby assigned to
Beneficiary, to be applied to the amounts due and owing under the Notes
and secured by the lien established by this agreement.  Grantor,
immediately upon obtaining knowledge of the institution of any
proceedings
from the condemnation of the Secured Property or any part thereof, will
notify Beneficiary of the pendency of such proceedings.  Beneficiary
shall
have the right to appear in any action or proceeding in connection with
all compensation, awards and other relief granted therefor.

Taxes and Assessments.  Grantor shall pay in full on or before the
due date thereof all taxes, assessments, dues and encumbrances, that are
levied, assessed or claimed upon the Secured Property that is the subject
of this Deed of Trust or any part thereof, and upon request exhibit to
Beneficiary official receipts therefor.  Grantor shall have the right to
contest any tax, assessment, charge or encumbrance so long as such
contest
is pursued in good faith and the lien of this Deed of Trust is protected
against any threat of foreclosure thereof.

Defense of Suits.  Grantor shall appear in and defend any suit,
action or proceeding that affects the priority or enforceability of this
security instrument or the rights and powers of Beneficiary or Trustee.
If (a) Grantor fails to perform the covenants and agreements contained in
this agreement; (b) there is a legal proceeding that might affect
Beneficiary's interest in the Secured Property and/or rights under this
agreement (such as a proceeding in bankruptcy, for condemnation or
forfeiture, for enforcement of a lien which may attain priority over the
lien established by this agreement or to enforce laws or regulations, or
(c) Grantor has abandoned the Secured Property, the Beneficiary may do
and
pay to protect Beneficiary's  interest in the Secured Property and the
rights granted under this Deed of Trust, including protecting and/or
assessing the value of the Secured Property, and securing and/or
repairing
the Secured Property.  Beneficiary's actions can include, but are not
limited to (a) paying any sums secured by a lien which has priority over
the lien established by this agreement; (b) appearing in court; (c)
paying
reasonable attorneys' fees to protect its interest in the Secured and/or
rights under this Deed of Trust, including its secured position in a
bankruptcy proceeding.  Any amounts disbursed by Beneficiary under this
paragraph shall become additional debt of Grantor secured by this Deed of
Trust.  These amounts shall bear interest at the rate stated in the Notes
from the date of disbursement and shall be payable, with such interest,
upon notice from the Beneficiary to the Grantor requesting payment.
Although Beneficiary may take action under the section, Beneficiary does
not have to do so and is not under any duty or obligation to do so.  It
is
agreed that Lender incurs no liability for not taking any or all actions
authorized under this section.

Rights and Remedies on Default.  Upon the occurrence of any default
under this Deed of Trust or the Notes, the terms of which are hereby
incorporated by reference, which continues beyond the expiration of the
notice and cure period set forth in the Notes, Trustee may sell the
Secured Property in accordance with the Deed of Trust Act of the State of
Washington (RCW Chapter 61.24 as now existing or hereafter amended) at
public auction to the highest bidder for cash at such time and at such
place as are statutorily prescribed.  Any person except Trustee may bid
at
a Trustee's sale.  Subject to applicable law, Trustee shall apply the
proceeds of the sale in the following order:  (1) to the expense of sale,
including a reasonable Trustee's fee and attorneys' fees; (2) to the
obligation secured by this Deed of Trust; (3) the surplus, if any, shall
be distributed in accordance with said Deed of Trust Act.  Trustee shall
deliver to the purchaser at the sale its deed, without warranty, which
shall convey to the purchaser the interest in the Secured Property which
Grantor had or had the power to convey at the time of Grantor's execution
of this Deed of Trust, and such as Grantor may have acquired thereafter.
Trustee's deed shall recite the facts showing that the sale was conducted
in compliance with all the requirements of law and of this Deed of Trust,
which recital shall be prima facie evidence of such compliance and
conclusive evidence thereof in favor of bona fide purchasers and
encumbrancers for value.  Beneficiary shall have such other rights and
remedies as are available under any statute or at law or in equity
generally, including but not limited to the right to judicially foreclose
this Deed of Trust.  All rights and remedies of Beneficiary herein
specified are cumulative and are in addition to, not in limitation of,
any
rights and remedies Beneficiary may have at law.

Grantor not released; Forbearance by Lender Not a Waiver.  Extension
of the time for payment or modification of amortization of the sums
secured hereby granted by Beneficiary to Grantor or any successor in
interest of Grantor shall not operate to release the liability of Grantor
or any successors in interest of Grantor.  Beneficiary shall not be
required to commence proceedings against any successor in interest of
Grantor or refuse to extend time for payment or otherwise modify the
amortization of the sums secured hereby by reason of any demand made by
the Grantor or any successor in interest of Grantor.  Any forbearance by
Beneficiary in exercising any right or remedy, at law, in equity or
hereunder, shall not be a waiver of, or estop Beneficiary from asserting,
any such right or remedy.

Transfer of Property.  As used in this paragraph, "Interest in the
Secured Property" means any legal or beneficial interest in the Secured
Property, including, but not limited to, those beneficial interests
transferred in a bond for deed, contract for deed, installment sales
contract or escrow agreement, the intention of which is the transfer of
title by Grantor at a future date to a purchaser.  If all or any part of
the Secured Property or any Interest in the Secured Property is sold or
transferred without Beneficiary's prior written  consent, Beneficiary may
require immediate payment in full of all sums secured by this Deed of
Trust.  If Beneficiary exercises this election, Beneficiary may give
Grantor notice of acceleration.  The notice shall provide a period of not
less that thirty days from the date the notice is given in accordance
with
this Deed of Trust within which Grantor must pay all sums secured by this
Deed of Trust.  If Grantor fails to pay these sums prior to the
expiration
of this period, it shall be considered an event of default hereunder and
Lender may invoke any remedies permitted by this Deed of Trust without
further notice or demand on Grantor.

Attorneys' Fees; Costs.  Grantor agrees to reimburse Beneficiary for
all costs, expenses, and reasonable attorneys' fees that Beneficiary
incurs in connection with the enforcement of any obligation or remedy
contained in the Notes and this Deed of Trust.

Security Agreement; Reproduction as Financing Statement.  This Deed
of Trust constitutes a security agreement as that term is used in the
Uniform Commercial Code ("UCC").  A carbon, photographic or other
reproduction of this Deed of Trust or of any financing statement relating
to this Deed of Trust shall be sufficient as a financing statement and
Grantor authorizes the filing of same and any continuation thereof.

Fixture Filing.  This Deed of Trust is intended to be and constitutes
a fixture filing pursuant to the provisions of the UCC with respect to
the
unpatented mining claims described in Exhibit B and is being recorded as
a
fixture financing statement and filing under the UCC.  Grantor covenants
and agrees that the filing of this Deed of Trust in the real estate
records of the county where such unpatented mining claims are located
shall also operate from the date of such filing as a fixture filing in
accordance with the UCC.

Acceptance by Trustee.  Trustee accepts this Trust when this Deed,
duly executed and acknowledged, is made a public record as provided by
law.

Successor Trustee.  Trustee may resign by an instrument in writing
addressed to Beneficiary, or Trustee may be removed at any time with or
without cause by an instrument in writing executed by Beneficiary and
duly
recorded.  In accordance with applicable law, Beneficiary may from time
to
time appoint a successor trustee to any Trustee appointed hereunder who
has ceased to act for any reason.  Without conveyance of the Secured
Property, the successor trustee shall succeed to all title, power and
duties conferred upon Trustee herein.

Notices.  Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been
duly given if personally delivered or if mailed by registered or
certified
mail, postage prepaid and return receipt requested, or by overnight
courier providing receipt of delivery, at the respective addresses of the
parties as set forth herein and or in the Notes. Any party hereto may by
notice so given change its address for future notice hereunder. Notice
shall conclusively be deemed to have been given when personally
delivered,
five (5) days after being sent by registered or certified mail, or two
(2)
business days after being sent by overnight delivery, in the manner set
forth above.

Governing Law.  This Deed of Trust shall be construed and enforced
according to, and governed by, the laws of Washington without reference
to
conflicts of laws provisions which, but for this provision, would require
the application of the law of any other jurisdiction.  The venue of any
action brought to interpret or enforce the provisions of this Deed of
Trust may be laid in the county or counties of the sites of the Secured
Property, and the Grantor and the Beneficiary hereby consent to the
jurisdiction(s) of the courts of such state and counties.  In the event
that any provision or clause of this Deed of Trust conflicts with the law
of the State of Washington, such conflict shall not affect other
provisions of this Deed of Trust or the Notes which can be given effect
without the conflicting provision.

ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER
WASHINGTON LAW.

IN WITNESS WHEREOF, the persons comprising Grantor have caused these
presents to be duly executed on the day and year first above written.

GRANTOR:

CROWN RESOURCES CORPORATION,
a Washington corporation


By: ________________________________
      Xxxxxxxxxxx X. Herald
      Its: President


CROWN RESOURCE CORP. OF
COLORADO, a Colorado corporation


By: ________________________________
      Xxxxxxxxxxx X. Herald
      Its: President



STATE OF ________________	)
) ss.
COUNTY OF ______________	)

On this _____ day of October, 2001, before me personally appeared
XXXXXXXXXXX X. HERALD, to me known to be the PRESIDENT of CROWN RESOURCES
CORPORATION, the corporation that executed the within and foregoing
instrument, and acknowledged said instrument to be the free and voluntary
act and deed of said corporation, for the uses and purposes therein
mentioned, and on oath stated that he was authorized to execute said
instrument and that the seal affixed, if any, is the corporate seal of
said
corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.


Signature:  __________________________

Name (Print):  _______________________

NOTARY PUBLIC in and for the State
of __________, residing at ______________
My appointment expires: _______________




STATE OF ________________	)
) ss.
COUNTY OF ______________	)

On this _____ day of October, 2001, before me personally appeared
XXXXXXXXXXX X. HERALD, to me known to be the PRESIDENT of CROWN RESOURCE
CORP. OF COLORADO, the corporation that executed the within and foregoing
instrument, and acknowledged said instrument to be the free and voluntary
act and deed of said corporation, for the uses and purposes therein
mentioned, and on oath stated that (s)he was authorized to execute said
instrument and that the seal affixed, if any, is the corporate seal of
said
corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.


Signature:  __________________________

Name (Print):  _______________________

NOTARY PUBLIC in and for the State
of __________, residing at _____________
My appointment expires:_______________


EXHIBIT A

Legal Description:

Xxxxxx Parcel:

The Southeast Quarter of the Southwest Quarter (SE .25 SW .25), all in
Xxxxxxx 00, Xxxxxxxx 00 Xxxxx, Xxxxx 30 East, X.X., Okanogan County,
Washington. Containing 40 acres, more or less.

Assessor's Tax Parcel Number:		4030253002
Abbreviated Legal Description:		X00X, X00X, XX, Xxxx. 25: XX

Xxxxxx Parcel:

The South Half of the South Half of the Northeast Quarter of the
Xxxxxxxxx
Xxxxxxx (X .00 X .00 XX .00 XX .25), all in Xxxxxxx 00, Xxxxxxxx 00
Xxxxx,
Xxxxx 30 East, X.X., Okanogan County, Washington. Containing 10 acres,
more or less.

Assessor's Tax Parcel Number:		4030250001
Abbreviated Legal Description:		X00X, X00X, XX, Xxxx. 25: SW

Grande Parcel:

Parcel 1:

The N .25 NE .25 SW .25 and the N .50 S .50 NE .25 SW .25, all in Xxxxxxx
00, Xxxxxxxx 00 Xxxxx, Xxxxx 30 East, X.X., Okanogan County, Washington.
Containing 30 acres, more or less.

Parcel 2:

The NW .25 SE .25, all in Xxxxxxx 00, Xxxxxxxx 00 Xxxxx, Xxxxx 30 East,
X.X., Okanogan County, Washington. Containing 40 acres, more or less.

Assessor's Tax Parcel Number:		4030252007
Abbreviated Legal Description:		X00X, X00X, XX, Xxxx. 25: SW, SE


Pine Chee Parcel:

A tract of land situated in the southwest quarter of Section 33, Township
40
North, Range 30 East, Willamette Meridian and Government Xxxx 0 xxx 0,
Xxxxxxx 0, Xxxxxxxx 00 Xxxxx, Xxxxx 30 East, Willamette Meridian, all in
Okanogan County, Washington, more particularly described as follows:
BEGINNING at the southwest corner of said Section 33, an aluminum cap
monument, from which the northwest corner of the southwest quarter of
said
Section 33, an aluminum cap monument, bears North 00 degrees 51 minutes
24
seconds West, 2643.56 feet, said point being the TRUE POINT OF BEGINNING;
THENCE North 88 degrees 42 minutes 24 seconds East along the section line
common to said Sections and 33 and 4, for a distance of 393.00 feet;
THENCE
South 00 degrees 15 minutes 04 seconds East for a distance of 400.00
feet;
THENCE North 88 degrees 42 minutes 24 seconds East for a distance of
400.00
feet; THENCE South 00 degrees 15 minutes 04 seconds East for a distance
of
686.00 feet; THENCE North 88 degrees 42 minutes 24 seconds East for a
distance of 700.00 feet; THENCE North 00 degrees 15 minutes 04 seconds
West
for a distance of 457.29 feet to the southwesterly right of way of
Xxxxxxxx
Xxxxxx Xxxx Xx. 0000; THENCE along said right of way, along a curve to
the
right having a radius of 790.00 feet and an arc length of 474.19 feet,
being
subtended by a chord of North 46 degrees 34 minutes 25 seconds West for a
distance of 467.11 feet; THENCE continue along said right of way, North
29
degrees 22 minutes 50 seconds West for a distance of 476.38 feet; THENCE
along a curve to the left having a radius of 730.00 feet and an arc
length
of 251.32 feet, being subtended by a chord of North 39 degrees 14 minutes
36
seconds West for a distance of 250.08 feet; THENCE North 49 degrees 06
minutes 22 seconds West for a distance of 518.72 feet; THENCE along a
curve
to the right having a radius of 790 feet and an arc length of 309.63
feet,
being subtended by a chord of North 37 degrees 52 minutes 40 seconds West
for a distance of 307.65 feet to the southeasterly right of way of
Okanogan
County Road No. 4887 (Lost Lake Xxxxx Creek Road); THENCE along said
right
of way, South 60 degrees 11 minutes 06 seconds West for a distance of
96.06
feet; THENCE continue along said right of way, along a curve to the left
having a radius of 333.53 feet and an arc length of 153.72 feet, being
subtended by a chord of South 46 degrees 58 minutes 56 seconds West for a
distance of 152.36 feet to the west line of the southwest quarter of said
Section 33; THENCE leaving said right of way, South 00 degrees 51 minutes
24
seconds East for a distance of 765.62 feet along said west line to the
TRUE
POINT OF BEGINNING. Containing 29.1 acres, more or less. Containing 29.10
acres, more or less.

Assessor's Tax Parcel Numbers:	4030330007
Abbreviated Legal Description:		X00X, X00X, XX, Xxxx. 33: SW



Lost Creek Parcel:

The following parcel of land situated in Sections 9, 10, 15 and 16 of
Township 40 North, Range 00 Xxxx X.X., Xxxxxxxx Xxxxxx, Xxxxxxxxxx: All
that
part of Commonwealth Placer Claim, Mineral Survey No. 548 located in
Sections 15 and 16, Township 40 North, Range 30 East X.X., more
particularly
described as follows: BEGINNING at the Section corner common to Sections
9,
10, 15 and 16; thence West on the Northern boundary line of said Section
16,
a distance of 1470.46 feet; thence South 33 degrees 58 minutes 34 seconds
East a distance of 534.24 feet; thence South 22 degrees 18 minutes 26
seconds West a distance of 271.92 feet; thence South 16 degrees 01
minutes
34 seconds East a distance of 128.70 feet; thence South 88 degrees 15
minutes 34 seconds East a distance of 1335.18 feet; thence South 01
degrees
38 minutes 39 seconds West a distance of 875.16 feet; thence North 82
degrees 42 minutes 06 seconds East a distance of 563.64 feet; thence
North
03 degrees 03 minutes 23 seconds East a distance of 1651.84 feet; thence
North 81 degrees 56 minutes 22 seconds West a distance of 89.62 feet;
thence
West on the Northern boundary line of said Section 16 a distance of
627.88
feet to the Point of Beginning. ALSO, Government Lot 1, a part of
Government
Lot 2, a part of the North Half of the Southeast Quarter, and said
Commonwealth Placer Claim in Section 9, and Government Lot 1 and a part
of
the Northwest Quarter of the Southwest Quarter and said Commonwealth
Placer
Claim in Section 10, all in Township 40 North, Range 30 East X.X., more
particularly described as follows: BEGINNING at the Section corner common
to
Sections 9, 10, 15 and 16; thence West on the Southern boundary line of
said
Section 9 a distance of 1316.72 feet to the East One Sixteenth corner;
thence North 00 degrees 14 minutes 39 seconds East a distance of 275.23
feet
to the North boundary line of said Commonwealth Placer Claim; thence
continue North 00 degrees 14 minutes 39 seconds East on the West boundary
line of Government Lot 1 of said Section 9 a distance of 124.77 feet;
thence
West a distance of 377.94 feet to the East right of way line of Xxxxxxxx
Xxxxxx Xxxx Xx. 0000; thence North 05 degrees 48 minutes 43 seconds East
on
said right of way line a distance of 1459.06 feet; thence North 07
degrees
14 minutes 37 seconds West on said right of way line a distance of 180.04
feet; thence North 05 degrees 36 minutes 05 seconds East on said right of
way line a distance of 115.34 feet; thence North 22 degrees 37 minutes 56
seconds East on said right of way line a distance of 213.32 feet; thence
South 87 degrees 59 minutes 20 seconds East a distance of 1673.64 feet;
thence South 44 degrees 39 minutes 19 seconds East a distance of 1293.43
feet; thence South 77 degrees 52 minutes 32 seconds East a distance of
218.21 feet to the Northeast corner of Government Lot 1 of said Section
10;
thence South 00 degrees 13 minutes 33 seconds West on the East boundary
line
of said Government Lot a distance of 1317.28 feet to the Southeast Corner
of
said Lot 1 in Section 10; thence West on the Southern boundary line of
said
Section 10 a distance of 1315.27 feet to the Point of Beginning. Except
the
following described 20.00 acre parcel: A portion of Government Lots 1 and
2
and a portion of the North Half of the Southeast Quarter, all within
Xxxxxxx
0, Xxxxxxxx 00 Xxxxx, Xxxxx 00 Xxxx X.X., Xxxxxxxx Xxxxxx, Xxxxxxxxxx,
more
particularly described as follows: COMMENCING at the corner common to
Sections 9, 10, 15 and 16, a brass cap monument, from which the corner
common to Sections 3, 4, 9 and 10, a rebar and cap marked "LS 14472"
bears
North 01 degrees 10 minutes 54 seconds West at a distance of 5265.31
feet;
thence South 88 degrees 33 minutes 08 seconds West along the South line
of
Government Lot 1 of said Section 9 for a distance of 1316.68 feet to a
found
rebar and cap; thence North 01 degrees 12 minutes 16 seconds West for a
distance of 400.07 feet to a found rebar and cap and the TRUE POINT OF
BEGINNING; thence South 88 degrees 33 minutes 38 seconds West for a
distance
of 361.38 feet to the Easterly right of way of Xxxxxxxx Xxxxxx Xxxx Xx.
0000; thence North 03 degrees 26 minutes 36 seconds East along said
Easterly
right of way for a distance of 445.67 feet; thence continuing along said
right of way along a curve to the right having a radius of 1470.00 feet
and
an arc length of 33.67 feet, being subtended by a chord of North 04
degrees
05 minutes 58 seconds East for a distance of 33.67 feet; thence
continuing
along said right of way North 04 degrees 45 minutes 20 seconds East for a
distance of 890.03 feet; thence continuing along said right of way along
a
curve to the left having a radius of 530.00 feet and an arc length of
111.90
feet, being subtended by a chord of North 01 degrees 17 minutes 34
seconds
West for a distance of 111.69 feet; thence continuing along said right of
way North 07 degrees 20 minutes 29 seconds West for a distance of 125.27
feet; thence continuing along said right of way along a curve to the
right
having a radius of 470.00 feet and an arc length of 256.78 feet, being
subtended by a chord of North 08 degrees 18 minutes 37 seconds East for a
distance of 253.60 feet; thence continuing along said right of way North
23
degrees 57 minutes 44 seconds East for a distance of 102.76 feet; thence
leaving said right of way South 89 degrees 26 minutes 12 seconds East for
a
distance of 350.91 feet; thence South 00 degrees 00 minutes 00 seconds
West
a distance of 1929.81 feet; thence South 88 degrees 33 minutes 38 seconds
West for a distance of 152.50 feet to the TRUE POINT OF BEGINNING
containing
20.00 acres more or less. Containing 166.34 acres, more or less.

Assessor's Tax Parcel Numbers:	4030090043; 0000000000; 9940300931
Abbreviated Xxxxx Xxxxxxxxxxx:		X00X, X00X, XX, Xxxx. 9: XX
					X00X, X00X, XX, Xxxx. 10: XX
					X00X, X00X, XX, Xxxx. 9: SE, 10: SW, 15: NW,
16: NE

Xxxxxxxx Parcel:

The South 1/2 of the SW 1/4 of Section 2, the SE 1/4 of the SE 1/4 of
Section
3, the NE 1/4 of the NE 1/4 of Section 10 and the NW 1/4 of the NW 1/4 of
Section 11, all in Township 39 North, Range 29 East, X.X., Okanogan
County,
Washington. Containing 200 acres, more or less.

Assessor's Tax Parcel Numbers:	3929023005; 3929032007; 3929101001;
3929114004
Abbreviated Xxxxx Xxxxxxxxxxx:		X00X, X00X, XX, Xxxx. 2: XX
					X00X, X00X, XX, Xxxx. 3: XX
					X00X, X00X, XX, Xxxx. 10: XX
					X00X, X00X, XX, Xxxx. 11: XX

Xxxxx Parcel:

The South .75 of the Southeast Quarter of the Northeast Quarter of
Section 26,
Government Xxx 0 (Xx. XX 0/0 XX 0/0), xxx Xxxxxxxxx Quarter of the
Southwest

Quarter and the Southwest Quarter of the Northwest Quarter, except the
North
100' thereof, in Section 25, all in Township 40 North, Range 31 East,
X.X.,
Okanogan County, Washington. Containing 131.76 acres, more or less.

Assessor's Tax Parcel Numbers:	4031254007; 4031261010
Abbreviated Legal Description:		X00X, X00X, XX, Xxxx. 25: SW, XX
					X00X, X00X, XX, Xxxx. 26: NE

Xxxxx Parcel:

All that portion of Indian Allotment Lot 12 and Government Xxx 0 xx
Xxxxxxx
0, X00X, X00X, X.X. in Okanogan County, Washington described as follows:
Beginning at a point on the North line of Indian Allotment #12 distant
287.22 ft. N 89 degrees 41' 18" E of the NW corner of said Indian
Allotment
#12 and which point is 9.66 ft. S 1? 57' 19" W of the North .25 corner of
said Section 3; thence S 1degree 57' 19W for 693.64 ft. to a point on the
Easterly line of an existing roadway (Bolster Rd. extension) 15 ft.
distant
as measured at right angles from said existing road traveled way
centerline;
thence along said existing road Easterly on a 127.44 ft. radius curve to
the
right through a central angle of 37degrees 52' 10" for 84.23 ft.; thence
S
6degrees 57' 03" W for 197.07 ft.; thence S 16 33' 44" W for 452.86 ft.;
thence S 58 23' 36" W for 256.61 ft.; thence S 54 09' 15" W for 165.83
ft.;
thence S 37 25' 49" W for 23.05 ft. to a point of intersection this road
said Easterly line with the North line of Indian Allotment #14; thence N
89
30' 20" E along said North line which is common with the South lines of
Government Xxx 0 xxx Xxxxxx Xxxxxxxxx #00 respectively for 734.64 ft. to
the
Xxxxxxxxx xxxxxx xx Xxxxxx Xxxxxxxxx #00; thence continue N 8930' 20" E
along the South line of Indian Allotment #12 for 768.51 ft. to the
Xxxxxxxxx
xxxxxx xx xxxx Xxxxxx Xxxxxxxxx #00; thence N 1 58' 26" E along the East
line of said Indian Allotment #12 for 1647.36 ft. to the NE corner
thereof;
thence S 89 41' 18" W along the North line of said Indian Allotment #12
for
1033.44 ft. to the Point of Beginning. Containing 41.26 acres, and Parcel
2:
All that portion of Indian Allotment Lot 13 and Indian Allotment Lot 14
in
Section 3, T40N, R30E, X.X. in Okanogan County, Washington described as
follows: Beginning at the Xxxxxxxxx xxxxxx xx Xxxxxx Xxxxxxxxx #00;
thence S
89 30' 20" W along the North line thereof which is common with the South
lines of Indian Allotment #12 and Government Lot 6 respectively for
734.64
ft. to a point on the Easterly line of an existing roadway (Bolster Rd.
extension) 15 ft. distant as measured at right angles from said existing
road traveled way centerline; thence on said existing road Easterly line
S
37 25' 49" W for 239.85 ft.; thence S 47 05' 51" W for 104.10 ft.; thence
S
58 41' 10" W for 170.43 ft.; thence on a 269.22 ft. radius curve to the
left
through a central angle of 23 00' 20" for 108.10 ft.; thence S 35 40' 50"
W
for 188.65 ft.; thence S 27 05' 19" W for 531.47 ft.; thence S 35 30' 09"
W
for 219.13 ft.; thence S 28 43' 13" W for 500.62 ft. along said existing
road Easterly line to a point of intersection with Gold Creek Road
existing
traveled way centerline; thence S 75 58' 43" E along said centerline for
47.89 ft.; thence S 6916' 56" E for 291.27 ft.; thence on a 231.54 ft.
radius curve to the left through a central angle of 38 32' 26" for 155.75
ft.; thence N 72 10' 37" E for 207.08 ft.; thence on a 489.03 ft. radius
curve to the right through a central angle of 28 00' 40" for 239.08 ft.;
thence S 79? 48' 43" E for 448.48 ft.; thence on a 527.31 ft. radius
curve
to the left through a central angle of 16 52' 00" for 155.23 ft.; thence
N
83 19' 17" E for 353.58 ft. to a point of intersection this road
centerline
with the East line of said Indian Allotment #14; thence N 1 35' 22" E
along
said East line of Indian Allotment #14 for 1756.03 ft. to the Northeast
corner thereof and the Point of Beginning. Containing 55.89 acres.
Containing an aggregate of 97.15 acres, more or less.

Assessor's Tax Parcel Numbers:	4030030015; 4030030016
Abbreviated Xxxxx Xxxxxxxxxxx:		X00X, X00X, XX, Xxxx. 3: ALL




EXHIBIT B

PATENTED MINING CLAIMS
6	12 1 1 1 1 1 OF CROWN RESOURCES
CORPORATION

	The following 5 patented lode mining claims (with respect to surface
rights only)
situated in Xxxxxxx 00, Xxxxxxxx 00 Xxxxx, Xxxxx 30 East, X.X.,
Okanogan County,
Washington, owned by Crown Resources Corporation.


No.
Claim Name
Okanogan County
Mineral
Survey
Number
Patent
Number


Book
Page


1.
Reckless
Quartz
Vol
"A"
Patents
526
557
35804
2.
Europia
"B"
Patents
370
775A and
775B
44292
3.
Battleship
"B"
Patents
370
775A and
775B
44292
4.
Keystone
Fraction
"B"
Patents
370
775A and
775B
44292
5.
Keystone
Fraction
Xx. 0
"X"
Xxxxxxx
000
000X and
775B
44292


PATENTED MINING CLAIMS
OF CROWN RESOURCE CORP. OF COLORADO

The following 16 patented lode mining claims situated in Sections 13,
14, 23 and 24, Township 40 North, Range 30 East, X.X., Okanogan County,
Washington, owned by Crown Resource Corp. of Colorado.

No.
Claim Name
Mineral
Survey No.
Patent No.
1.
Mexico Fraction
Lode
MS 1035
351012
2.
Texas Fraction
MS 1035
351012
3.
Nip & Tuck
MS 1145
872729
4.
Rainbow
MS 1034
342538
5.
Xxxxxxxx
MS 673
42520
6.
Jackpot
MS 670
42519
7.
Nucleus
MS 673
42056
8.
Buckhorn
MS 673
40277
9.
Tenderloin
MS 673
40277
10.
Missing Link
MS 673
40277
11.
A & R
MS 673
40277
12.
Umatilla Lode
MS 673
40277
13.
Panhandle
MS 673
40277
14.
XxxXxxx
MS 673
40277
15.
Xxxxxxx
Fraction
MS 673
40277
16.
Umatilla
Fraction Lode
MS 673
42056



UNPATENTED MINING CLAIMS
OF CROWN RESOURCES CORPORATION
	The following 19 unpatented mining claims, situated in Sections 23-
26,
34-36, Township 40 North, Range 30 East, X.X., County of Okanogan,
Washington, owned by Crown Resources Corporation.

No.
Claim Name
Okanogan
County
Amended
BLM ORMC
Serial
Number


Book
Page
Book
Page

1.
ARNO 1
19
259A
77
2859
28800
2.
BM #18 Lode
47
1452


66526
3.
BM #19 Lode
47
1453


66527
4.
BM #20 Lode
47
1454


66528
5.
BM #21 Lode
47
1455


66529
6.
BM #22 Lode
47
1456


66530
7.
BM #23 Lode
47
1457


66531
8.
BM #24 Lode
47
1458


66532
9.
BM #25 Lode
47
1459


66533
10.
KG 43 Lode
74
1653


104710
11.
KG 44 Lode
74
1654


104711
12.
KG 45 Lode
74
1655


104712
13.
KG 46 Lode
133
2492


149668
14.
KG 47 Lode
133
2493


149669
15.
KG 48 Lode
133
2494


149670
16.
Roo 15
85
562


128360
17.
Roo 16
85
564


128361
18.
Roo 18
85
568


128363
19.
Roo 19
85
570


128364





UNPATENTED MINING CLAIMS
OF CROWN RESOURCE CORP. OF COLORADO

1.	The following 99 unpatented lode mining claims situated in Sections
1,
13, 14, 23, 24, 25 & 26, Township 40 North, Range 00 Xxxx, X.X., Xxxxxx
xx Xxxxxxxx, Xxxxxxxxxx and Sections 6 & 7, Township 40 North, Range 31
East, X.X., County of Okanogan, Washington, owned by Crown Resource
Corp. of Colorado.

No.-


Claim Name-Okanogan County-Amended-BLM ORMC
Serial Number
--Book-Page-Book-Page-
1.-GD 3-75-2392-92-598-106383
2.-GD 4-75-2393---106384
3.-GD 5-75-2394---106385
4.-GD 6-92-592---134687
5.-GD 7-75-2395-92-599-106386
6.-GD 8-75-2396---106387
7.-GD 9-75-2397-92-600-106388
8.-GD 11-75-2399-92-601-106390
9.-GD 13-75-2401-92-602-106392
10.-GD 15-75-2403-92-603-106394
11.-GD 17-75-2405-92-604-106396
12.-GD 19-75-2407-92-606-106398
13.-GD 21-75-2409-92-607-106400
14.-GD 23-75-2411-92-608-106402
15.-GD 25-75-2413-92-609-106404
16.-GD 32-77-1408---110084
17.-Tex 6-75-2189---106411
18.-Tex 7-75-2190---106412
19.-Roo 1-75-2204-92-610-106426
20.-Roo 3-75-2206-92-612-106428
21.-Roo 5-92-594---134689
22.-Roo 7-75-2210---106432
23.-Roo 9-75-2212---106434
24.-Roo 12-75-2215---106437
25.-Roo 13-75-2216---106438
26.-Gap 2-77-2795---109518
27.-Gap 3-77-2797---109519
28.-Gap 4-77-2799---109520
29.-Gap 5-77-2801---109521
30.-Gap 6-77-2803-92-614-109522
31.-MAG 5-92-540---134635
32.-MAG 6-92-541---134636
33.-MAG 7-92-542-155-2819-134637
34.-MAG 8-92-543---134638
35.-MAG 9-92-544-155-2820-134639
36.-MAG 10-92-545---134640
37.-MAG 11-92-546-155-2821-134641
38.-MAG 12-92-547---134642
39.-MAG 13-92-548---134643
40.-MAG 14-92-550---134645
41.-MAG 14 Fraction-92-551---134646
42.-MAG 15-92-552---134647
43.-MAG 16-92-553---134648
44.-MAG 17-92-554---134649
45.-MAG 18-92-555---134650
46.-MAG 19-92-556---134651
47.-MAG 20-92-557---134652
48.-MAG 20 Fraction-92-558---134653
49.-MAG 21-92-559---134654
50.-MAG 22-92-560---134655
51.-MAG 23-92-561---134656
52.-MAG 24-92-562---134657
53.-MAG 25-92-563---134658
54.-MAG 26-92-564---134659
55.-MAG 27-92-565---134660
56.-MAG 28-92-566---134661
57.-MAG 29-92-567---134662
58.-MAG 30-92-568-95-3620-134663
59.-MAG 31-92-569-95-3621-134664
60.-MAG 32-92-570-95-3622-134665
61.-MAG 33-92-571-95-3623-134666
62.-MAG 34-92-572-95-3624-134667
63.-MAG 35-92-573-95-3625-134668
64.-MAG 36-92-574-95-3626-134669
65.-MAG 37-92-575-95-3627-134670
66.-MAG 38-92-576-95-3628-134671
67.-MAG 39-92-577-95-3629-134672
68.-MAG 40-92-578-95-3630-134673
69.-MAG 41-92-579-95-3631-134674
70.-MAG 42-92-580-95-3632-134675
71.-MAG 43-92-581---134676
72.-MAG 44-92-582-98-437-134677
73.-MAG 45-92-583-98-438-134678
74.-MAG 46-92-584-98-439-134679
75.-MAG 47-92-585-98-440-134680
76.-MAG 48R-Doc. #-3017475---154996
77.-MAG 49R-Doc. #-3017476---154997
78.-MAG 50-92-588---134683
79.-MAG 51-92-589-95-3633-134684
80.-MAG 52-92-590-95-3634-134685
81.-MAG 53-92-591-95-3635-134686
82.-Katie 1-104-0717---144759
83.-JR 6-123-2568---147550
84.-JR 8-123-2570---147552
85.-JR 9-123-2571---147553
86.-JR 10-123-2572---147554
87.-JR 11-123-2573---147555
88.-JR 12-123-2574---147556
89.-JR 13-123-2575---147557
90.-JR 14-123-2576---147558
91.-JR 15-123-2577---147559
92.-JR 16-123-2578---147560
93.-JR 17-123-2579---147561
94.-JR 18-123-2580---147562
95.-JR 19-123-2581---147563
96.-JR 20-123-2582---147564
97.-JR 21-123-2583---147565
98.-JR 22-123-2584---147566
99.-JR 23-123-2585---147567




2.	The following 105 unpatented mill site claims situated in Sections
13,
24 & 25, Township 40 North, Range 00 Xxxx, X.X., Xxxxxx xx Xxxxxxxx,
Xxxxxxxxxx and Sections 18 and 19, Township 40 North, Range 31 East,
X.X.,
County of Okanogan, Washington, owned by Crown Resource Corp. of
Colorado.


No.-Claim Name-Okanogan County-Amended-BLM ORMC
Serial Number
--Book-Page-Book-Page-
1.-CJ 2-106-1597---145441
2.-CJ 5-106-1600---145444
3.-CJ 6-106-1601---145445
4.-CJ 7-106-1602---145446
5.-CJ 8-106-1603---145447
6.-CJ 9-106-1604---145448
7.-CJ 10-106-1605---145449
8.-CJ 11-106-1606---145450
9.-CJ 12-106-1607---145451
10.-CJ 13-106-1608---145452
11.-CJ 14-106-1609---145453
12.-CJ 15-106-1610---145454
13.-CJ 16-106-1611---145455
14.-CJ 17-106-1612---145456
15.-CJ 18-106-1613---145457
16.-CJ 19-106-1614---145458
17.-CJ 20-106-1615---145459
18.-CJ 21-106-1616---145460
19.-CJ 22-106-1617---145461
20.-CJ 23-106-1618---145462
21.-CJ 24-106-1619---145463
22.-CJ 25-106-1620---145464
23.-CJ 26-106-1621---145465
24.-CJ 27-106-1622---145466
25.-CJ 28-106-1623---145467
26.-CJ 29-106-1624---145468
27.-CJ 30-106-1625---145469
28.-CJ 31-106-1626---145470
29.-CJ 32-106-1627---145471
30.-CJ 33-106-1628---145472
31.-CJ 34-106-1629---145473
32.-CJ 35-106-1630---145474
33.-CJ 36-106-1631---145475
34.-CJ 37-106-1632---145476
35.-CJ 38-106-1633---145477
36.-CJ 39-106-1634---145478
37.-CJ 40-106-1635---145479
38.-CJ 41-106-1636---145480
39.-CJ 42-106-1637---145481
40.-CJ 43-106-1638---145482
41.-CJ 45-106-1640---145484
42.-CJ 46-106-1641---145485
43.-CJ 47-106-1642---145486
44.-CJ 48-106-1643---145487
45.-CJ 49-106-1644---145488
46.-CJ 50-106-1645---145489
47.-CJ 51-106-1646---145490
48.-CJ 52-106-1647---145491
49.-CJ 53-106-1648---145492
50.-CJ 54-106-1649---145493
51.-CJ 55-106-1650---145494
52.-CJ 56-106-1651---145495
53.-CJ 57-106-1652---145496
54.-CJ 58-106-1653---145497
55.-CJ 59-106-1654---145498
56.-CJ 60-106-1655---145499
57.-CJ 61-106-1656---145500
58.-CJ 62-106-1657-123-2699-145501
59.-CJ 63-106-1658---145502
60.-CJ 64-106-1659---145503
61.-CJ 65-106-1660---145504
62.-CJ 66-106-1661---145505
63.-CJ 67-106-1662---145506
64.-CJ 68-106-1663-123-2700-145507
65.-CJ 69-106-1664---145508
66.-CJ 70-106-1665---145509
67.-CJ 71-106-1666---145510
68.-CJ 72-106-1667---145511
69.-CJ 73-106-1668---145512
70.-CJ 74-106-1669---145513
71.-CJ 75-106-1670---145514
72.-CJ 76-106-1671---145515
73.-CJ 77-106-1672---145516
74.-CJ 78-106-1673---145517
75.-CJ 79-106-1674---145518
76.-CJ 80-106-1675---145519
77.-CJ 81-106-1676---145520
78.-CJ 103-106-1698---145542
79.-CJ 113-106-2531-123-2720-145552
80.-CJ 116-106-2534---145555
81.-CJ 117-106-2535---145556
82.-CJ 122-Doc. #-3012493---154587
83.-CJ 123-Doc. #-3012494---154588
84.-CJ 124-Doc. #-3012495---154589
85.-CJ 125-Doc. #-3012496---154590
86.-CJ 126-Doc. #-3012497---154591
87.-CJ 127-Doc. #-3012498---154592
88.-CJ 128-Doc. #-3012499---154593
89.-CJ 129-Doc. #-3012500---154594
90.-CJ 130-Doc. #-3012501---154595
91.-CJ 131-Doc. #-3012502---154596
92.-CJ 148-Doc. #-3012511---154605
93.-CJ 149-Doc. #-3012512---154606
94.-CJ 150-Doc. #-3012513---154607
95.-CJ 164-Doc. #-3012527---154621
96.-CJ 165-Doc. #-3012528---154622
97.-CJ 166-Doc. #-3012529---154623
98.-CJ 167-Doc. #-3012530---154624
99.-CJ 168-Doc. #-3012531---154625
100.-CJ 169-Doc. #-3012532---154626
101.-CJ 176-Doc. #-3012539---154633
102.-CJ 177-Doc. #-3012540---154634
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104.-CJ 179-Doc. #-3012542---154636
105.-CJ 180-Doc. #-3012543---154637



EXHIBIT D-7
FORM OF COLLATERAL ASSIGNMENT
COLLATERAL ASSIGNMENT OF RIGHTS


	THIS COLLATERAL ASSIGNMENT OF RIGHTS (this "Collateral Assignment")
has been executed and delivered as of October __, 2001, by CROWN RESOURCE
CORP. OF COLORADO, a Colorado corporation (the "Assignor") in favor of
XXXXX FARGO BANK WEST, NATIONAL ASSOCIATION, as collateral agent for,
with
the exception of Solitario Resources Corporation, a Colorado corporation
("Solitario"), purchasers of the Notes (as defined below) issued under
the
Purchase Agreement described below (the "Senior Lenders") (in such
capacity, or any successor in such capacity is referred to herein as the
"Collateral Agent"), with the consent of THE TORONTO STOCK EXCHANGE.

RECITALS

A.	Pursuant to a Convertible Note Purchase Agreement, dated as of
October ___, 2001 (as supplemented or otherwise amended from time to
time,
the "Purchase Agreement"), by and among Crown Resources Corporation, a
Washington Corporation ("Crown") and the Senior Lenders, Crown and
Assignor
will issue 10% Convertible Secured Notes in an aggregate principal amount
of
up to $4,000,000 (the "Notes"), subject to the terms and conditions set
forth in the Purchase Agreement.

B.	It is a condition to the issuance of the Notes under the Purchase
Agreement that an assignment of the escrow agreement described herein be
granted to Collateral Agent for the benefit of itself and the Senior
Lenders
as set forth herein.

	NOW, THEREFORE, in consideration of the facts set forth herein and
for
other good and valuable consideration, the receipt and sufficiency of
which
are acknowledged, Assignor and Collateral Agent hereby agree as follows:

AGREEMENT

Article 1.  Assignment.

	1.	Capitalized terms used but not defined herein shall have the
respective meanings ascribed thereto in the escrow agreement, dated as of
July 1, 1994, by and among Assignor, Solitario, Montreal Trust Company of
Canada and The Toronto Stock Exchange (the "Canadian Escrow Agreement").

	2.	To secure the payment and performance of the obligations of
Assignor and Crown under the Notes, the Purchase Agreement and the
Transaction Documents (as defined in the Purchase Agreement), Assignor
hereby assigns and transfers to the Collateral Agent for the benefit of
the
Senior Lenders for security all right, title, claim, estate and interest
of
Assignor in and to the Canadian Escrow Agreement. The foregoing
assignment
is expressly conditioned upon the consent of The Toronto Stock Exchange.

	3.	Upon a release of the Deposited Shares from escrow pursuant to
Section 4 of the Canadian Escrow Agreement, Escrow Agent shall deliver to
Collateral Agent, and not to Assignor, all Deposited Shares required to
be
released.

IN WITNESS WHEREOF, this Collateral Assignment has been executed and
delivered as of the date first set forth above.

"ASSIGNOR"

By:__________________________________
Xxxxxxxxxxx X. Herald
	   Its: President



Accepted as of this ____ day of October, 2001

"COLLATERAL AGENT"

By:________________________________________
	Xxxxxxxx Xxxxxxxx
	Its: Vice President, Corporate Trust Services



ACKNOWLEDGED AND AGREED this __ day of October, 2001

THE TORONTO STOCK EXCHANGE

By:__________________________________
_______________________________
Its: ____________________________



EXHIBIT E
FORM OF REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT is made as of ______________, 2001,
by and among Crown Resources Corporation, a Washington corporation (the
"Company"), and the investors listed on the signature pages hereto (each,
an "Investor" and, collectively, the "Investors").

Background:

Pursuant to the terms of a certain Convertible Note Purchase Agreement
of even date herewith between the Company and the Investors (the
"Purchase
Agreement"), the Company proposes to sell and issue Notes (as defined in
the
Purchase Agreement) convertible into shares of the Company's common
stock,
par value $0.01 per share (the "Common Stock") and issue Warrants (as
defined in the Purchase Agreement) to purchase shares of Common Stock. As
a
condition of acquiring the Notes and Warrants, the Investors have
requested
that the Company extend to them registration rights as set forth below,
and
the Company is willing to grant such rights to the Investors;

NOW, THEREFORE, the parties agree as follows:

DEFINITIONS

As used in this Agreement, the following terms shall have the following
respective meanings:

"Act" means the Securities Act of 1933, as amended.

"Closing" shall have the meaning ascribed to such term in the Purchase
Agreement.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Holder" means any person owning or having the right to acquire
Registrable Securities who is a party to this Agreement as of the date
hereof or who may be added as a party pursuant to the terms of this
Agreement as any assignee thereof.

"Register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Act, and the declaration or
ordering
of effectiveness of such registration statement or document.

	"Registrable Securities" means (i) the shares of Common Stock
issuable
upon conversion of the Notes, payment of interest on the Notes, and
exercise
of the Warrants and (ii) any shares of Common Stock issued in any
bankruptcy
proceeding under Section 1145 of the Bankruptcy Code in lieu of or in
addition to the Notes or Warrants (or shares issued or issuable upon
conversion of the Notes or exercise of the Warrants) and (iii) any shares
of
Common Stock issued (or issuable upon the conversion or exercise of any
warrant, right or other security which is issued) as a dividend or other
distribution with respect to, or in exchange for or in replacement of,
the
shares referenced in (i) and (ii) above.

"SEC" means the Securities and Exchange Commission.

"Shares" means any shares of, or securities convertible into or
exercisable for any shares of, any class of the Company's capital stock.

REGISTRATION RIGHTS

Demand Registration.

If the Company shall receive at any time after
the later of (i) two years after the date hereof or (ii) the conversion
of
at least twenty-five percent (25%) of the initial outstanding balance
under
the Notes, a written request from Holders of at least twenty-five percent
(25%) of the Registrable Securities then outstanding that the Company
register at least twenty-five percent (25%) of the Registrable Securities
then outstanding (a "Demand Registration") (such requesting Holders, the
"Initiating Holders"), then the Company shall, within ten calendar days
after receipt of such request, give written notice of such request to all
Holders (the "Registration Notice") and use its reasonable best efforts
to
effect, as soon as practicable, the registration of all Registrable
Securities that the Holders request to be registered within 20 calendar
days
after the mailing of the Registration Notice in accordance with Section
3.2.

If the Initiating Holders intend to distribute
the Registrable Securities that are the subject of a request pursuant to
Section 2.1(a) by means of an underwriting, they shall so advise the
Company
as a part of their request and the Company shall include such information
in
the Registration Notice.  The managing underwriter will be selected by
the
Company and shall be reasonably acceptable to a majority-in-interest of
the
Initiating Holders, provided that such underwriter shall agree to firmly
underwrite such offering.  In such event, the right of any Holder to
include
its Registrable Securities in such registration 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 Registrable Securities
through such underwriting shall (together with the Company as provided in
subsection 2.3(e)) enter into an underwriting agreement in customary form
with the underwriter selected for such underwriting.  Notwithstanding any
other provision of this Section 2.1, if the underwriter advises the
Initiating Holders that marketing factors require a limitation of the
number
of shares to be underwritten, then the Company shall so advise all
Holders
of Registrable Securities that would otherwise be underwritten pursuant
to
the underwriting, and the number of shares of Registrable Securities that
may be included in the underwriting shall be allocated among all Holders
thereof, including the Initiating Holders, in proportion (as nearly as
practicable) to the amount of Registrable Securities owned by each
Holder;
provided, however, that the number of Registrable Securities to be
included
in such underwriting shall not be reduced unless all other securities are
first entirely excluded from the underwriting.

Notwithstanding any other provision of this
Section 2.1, if the Company shall furnish to the Initiating Holders
within
30 days after receiving a request described in Section 2.1(a) a
certificate
signed by the President of the Company stating that, in the good faith
judgment of the Board of Directors of the Company, it would be seriously
detrimental to the Company and its shareholders for such registration
statement to be filed and it is therefore essential to defer the filing
of
such registration statement, the Company shall have the right to defer
taking action with respect to such filing for a period of not more than
90
calendar days after receipt of the request of the Initiating Holders;
provided, however, that the Company may not invoke this right more than
once
in any six month period. The Company shall not be obligated to effect, or
to
take any action to effect, any registration pursuant to Section 2.1 after
the Company has effected one registration pursuant to this Section 2.1
and
such registration has been declared or ordered effective.

Company Registration.  If (but without any obligation to do so) the
Company
proposes to register (including for this purpose a registration effected
by the Company for shareholders other than the Holders) any Shares in
connection with the public offering thereof for cash other than
registrations in whole or in part relating solely to corporate
reorganizations or other transactions under Rule 145 under the Act or to
Shares issuable under Company stock or option plans (a "Company
Registration"), the Company shall, each such time, promptly give each
Holder written notice of such registration and use its reasonable best
efforts to cause all of the Registrable Securities to be registered with
the Shares otherwise to be so registered and to cause related
qualification or other compliance with the securities laws of each state
in which a holder is resident and each other state in which Shares are
being concurrently registered.  Notwithstanding any other provision of
this Section 2.2, if the managing underwriter of an underwritten public
offering made pursuant to a Company Registration determines that
marketing factors require a limitation of the number of shares to be
underwritten, the managing underwriter may limit the Registrable
Securities to be included in such Company Registration.  The Company
shall so advise all Holders and the other holders (other than the
Company) of securities to be registered in such Company Registration and
the number of Registrable Securities and other securities that may be
included in the Company Registration and underwriting shall be allocated
among all Holders and other holders in proportion, as nearly as
practicable, to the respective amounts of Registrable Securities held by
such Holders and other securities held by such other holders at the time
of filing of the registration statement; provided, however, that the
number of shares of Registrable Securities to be included in such
underwriting shall not be reduced unless all other securities (other than
securities to be registered by the Company) are first entirely excluded
from the underwriting.

Obligations of the Company.  Whenever required under this Section 2 to
use its
reasonable best efforts to effect the registration of any Registrable
Securities, the Company shall, without limitation, as expeditiously as
reasonably possible:

Prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use its
reasonable
best efforts to cause such registration statement to become effective,
and,
upon the request of the Holders of a majority of the Registrable
Securities
registered thereunder, keep such registration statement effective for a
period of up to one year; provided, however, that such one year period
shall
be extended for a period of time equal to the period during which the
Holder
refrains from selling any Registrable Securities included in such
registration at the request of an underwriter of Shares; and further
provided, however, that, if, prior to the effectiveness of such
registration
statement, the Company abandons the offering of Shares for which the
Company
Registration was intended, it shall be under no obligation to continue to
pursue the registration of the Registrable Securities.

Prepare and file with the SEC such amendments
and supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement
effective for the period specified in Section 2.3(a), and to comply with
the
provisions of the Act with respect to the disposition of all Registrable
Securities covered by such registration statement.

Cause the registration statement and the
related prospectus and any amendment or supplement thereto (i) to comply
in
all material respects with the applicable requirements of the Act and the
rules and regulations of the SEC and (ii) not to contain any untrue
statement of material fact or omit to state a material fact required to
be
stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.

Furnish to each Holder such numbers of copies
of a prospectus, including a preliminary prospectus, in conformity with
the
requirements of the Act, and such other documents as it may reasonably
request to facilitate the disposition of Registrable Securities covered
by
such registration statement.

Use commercially reasonable 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 to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.

At the request of any Holder selling
Registrable Securities in such registration, furnish on the date that
such
Registrable Securities are delivered to the underwriters for sale in
connection with such registration (i) an opinion, dated such date, of
legal
counsel representing the Company for the purposes of such registration,
in
form and substance as is customarily given by Company counsel to
underwriters in an underwritten public offering, addressed to the
underwriters, and (ii) a letter, dated such date, from the independent
certified public accountants of the Company, in form and substance as is
customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the
underwriters.

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

Promptly notify each Holder of Registrable
Securities covered by such registration statement, at any time when a
prospectus relating thereto is required to be delivered under the Act, of
the happening of any event of which the Company has knowledge 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 therein not misleading in the light of the circumstances then
existing, and promptly prepare and furnish to Holders a supplement or
amendment to the prospectus as necessary to correct any misstatement or
omission of material fact.

Promptly upon becoming aware thereof, notify
each Holder of Registrable Securities covered by such registration
statement
of (i) the issuance by the SEC of any stop order or other suspension of
the
effectiveness of the registration statement or the initiation of any
proceedings for that purpose or (ii) the receipt by the Company of any
notification with respect to the suspension of the qualification of the
registration statement for sale in any jurisdiction or for any initiation
of
any proceeding for that purpose or (iii) the request by the SEC for any
amendment or supplement to the registration statement or the related
prospectus or for additional information.  The Company will use its
reasonable best efforts to obtain the withdrawal of any order suspending
the
effectiveness of the Registration Statement or the qualification of the
Registrable Securities for sale in any applicable jurisdiction at the
earliest possible time.

Cause all such Registrable Securities covered
by such registration statement registered pursuant hereto to be listed on
each securities exchange or market on which similar securities issued by
the
Company are then listed, or use its reasonable best efforts to qualify
the
Registrable Securities being registered for inclusion on NASDAQ National
Market System if the Company does not have a class of equity securities
listed on a national securities exchange.

Provide a transfer agent and registrar for all
Registrable Securities registered pursuant hereto and a CUSIP number for
all
such Registrable Securities, in each case not later than the effective
date
of such registration.

Cooperate with the Holders to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities to be sold pursuant to the registration statement in such
denominations and registered in such names as the Holders may request.

Cooperate with the Holders, and take all other
appropriate actions, including entering into customary agreements, in
order
to expedite or facilitate the registration or disposition of the
Registrable
Securities.  The Company will comply with all applicable rules and
regulations of the SEC in connection with such registration and
distribution.

Information from Holder; Compliance.  It shall be a condition precedent
to the
obligations of the Company to take any action pursuant to this Section 2
with respect to the Registrable Securities of any selling Holder that
such Holder shall furnish to the Company such information regarding
itself, the Registrable Securities held by it, and the intended method of
disposition of such securities, as the Company shall deem reasonably
necessary to comply with applicable securities laws.  Each Holder shall
comply with all securities laws, rules and regulations applicable to it
in connection with the offering of Registrable Securities.

Expenses of Registration.  All expenses other than underwriting discounts
and
commissions incurred in connection with any registration, filing or
qualification pursuant to Sections 2.1 or 2.2, including (without
limitation) all registration, filing, qualification, printers' and
accounting fees, fees and disbursements of counsel for the Company and
the fees and expenses of one, but only one, law firm acting as counsel to
the selling Holders selected by a majority-in-interest of the selling
Holders, 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 Section 2.1 if the registration request is
subsequently withdrawn at the request of the Holders of a majority of the
Registrable Securities to be registered (in which case all participating
Holders shall bear such expenses), unless the Holders of a majority of
the Registrable Securities agree to forfeit their demand registration
rights pursuant to Section 2.1; provided further, however, that if at the
time of such withdrawal, the Holders have learned of a material adverse
change in the condition, business, or prospects of the Company from that
known to the Holders at the time of their request and have withdrawn the
request with reasonable promptness following disclosure by the Company of
such material adverse change, then the Holders shall not be required to
pay any of such expenses and shall retain their rights pursuant to
Section 2.1.

Indemnification.  In the event any Registrable Securities are included in
a
registration statement under this Section 2:

To the extent permitted by law, the Company
will indemnify and hold harmless each selling Holder under such
registration
statement, any underwriter (as defined in the Act) for such Holder, each
employee, officer, director or agent of such Holder or its affiliates (as
defined in the Act), and each person, if any, who controls such Holder or
underwriter within the meaning of the Act, against any actual expenses
(including fees and legal costs), losses, claims, damages, or liabilities
(joint or several) to which they may become subject under the Act insofar
as
such losses, claims, damages, or liabilities (or actions in respect
thereof)
arise out of or are based upon any (i) untrue statement or alleged untrue
statement of a material fact contained in any registration statement
under
which a Holder's Registrable Securities were registered, including any
preliminary prospectus or final prospectus contained therein, or any
amendments or supplements thereto; or (ii) omission or alleged omission
to
state therein a material fact required to be stated therein, or necessary
to
make the statements made therein not misleading (any such untrue  or
alleged
untrue statement or omission, a "Violation").  The Company will reimburse
each such Holder, underwriter or controlling person, as incurred, for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability, or
action.  Notwithstanding the foregoing, the Company shall not be liable
hereunder for 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 for any such loss, claim, damage, liability, or
action
to the extent that it arises out of or is based upon a Violation that
occurs
in reliance upon and in conformity with written information concerning
such
Holder and its plan of distribution furnished expressly for use in
connection with such registration by any such Holder, underwriter or
controlling person.  The Company's indemnity hereunder will remain in
full
force and effect regardless of any investigation made by or on behalf of
any
Holder or such Holder's officers, directors, employees or controlling
persons, and shall survive the transfer of the Registrable Securities by
such Holder.

To the extent permitted by law, each selling
Holder under such registration statement will indemnify and hold harmless
the Company, each of its directors, each of its officers who has signed
the
registration statement, each employee or agent of the Company or its
affiliates (as defined in the Act), each person, if any, who controls the
Company within the meaning of the Act, any underwriter, any other Holder
selling securities under such registration statement, and any controlling
person or any such underwriter or Holder, against any actual expenses
(including fees and legal costs), losses, claims, damages, or liabilities
(joint or several) to which any of the foregoing persons may become
subject,
under the Act, 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 concerning
such
Holder and its plan of distribution furnished by such Holder expressly
for
use in connection with such registration; and each such Holder will
reimburse, as incurred, any legal or other expenses reasonably incurred
by
any person intended to be indemnified pursuant to this Section 2.6(b), in
connection with investigating or defending any such loss, claim, damage,
liability or action.  Notwithstanding the foregoing, the Holder shall not
be
liable hereunder for 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,
and
that in no event shall the Holder's liability under this Section 2.6(b)
exceed the net proceeds from the offering received by such Holder.

Promptly after receipt by an indemnified party
under this Section 2.6 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
Section 2.6, 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 notified, to assume
the
defense thereof with counsel mutually satisfactory to the parties;
provided,
however, that an indemnified party (together with all other indemnified
parties that may be represented without conflict by one counsel) shall
have
the right to retain one separate counsel, with the 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 conflicts of interest 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 will not relieve
the
indemnifying party from liability unless and to the extent that it was
not
otherwise made aware of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses.
The failure to deliver written notice to the indemnifying party will not
relieve the indemnifying party of any liability that it may have to any
indemnified party otherwise than under this Section 2.6.

If the indemnification provided for in this
Section 2.6 is held by a court of competent jurisdiction to be
unavailable
to an indemnified party with respect to any loss, liability, claim,
damage,
or expense referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the
amount paid or payable by such indemnified party as a result of such
loss,
liability, claim, damage, or expense in such proportion as is appropriate
to
reflect the relative fault of the indemnifying party, on the one hand,
and
of the indemnified party, on the other, in connection with the statements
or
omissions that resulted in such loss, liability, claim, damage, or
expense,
as well as any other relevant equitable considerations.  The relative
fault
of the indemnifying party and of the indemnified party shall be
determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the
indemnified party and the parties' relative intent, knowledge, access to
information, and opportunity to correct or prevent such statement or
omission.

Notwithstanding the foregoing, to the extent
that the provisions on indemnification and contribution contained in the
underwriting agreement entered into in connection with an underwritten
public offering are in conflict with the foregoing provisions, the
provisions of the underwriting agreement shall control.

The obligations of the Company and Holders
under this Section 2.6 shall survive the completion of any offering of
Registrable Securities in a registration statement under this Section 2,
and
otherwise.

Rule 144 Information.  With a view to making available to the Holders the
benefits of Rule 144 promulgated under the Act and any other rule or
regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration, the Company
agrees to:

make and keep public information available, as
those terms are understood and defined in Rule 144, at all times;

file with the SEC in a timely manner all
reports and other documents required of the Company under the Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements); and

furnish to any Holder, so long as the Holder
owns any Registrable Securities, promptly upon request (i) a written
statement by the Company that it has complied with the reporting
requirements of Rule 144, the Act, and the Exchange Act (at any time
after
it has become subject to such reporting requirements); (ii) a copy of the
most recent annual or quarterly report of the Company and such other
reports
and documents so filed by the Company; and (iii) such other information
as
may be reasonably requested in availing any Holder of any rule or
regulation
of the SEC which permits the selling of any such securities without
registration or pursuant to such form.

Rule 144A Information.  The Company shall, at all times during which it
is not
subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, provide in writing, upon the written request of a Holder or
a prospective buyer of shares of Registrable Securities from such Holder,
all information required by Rule 144A(d)(4)(i) promulgated under the Act,
as such rule may be amended from time to time, and any other information
that a Holder may request in order to enable such Holder to resell such
securities pursuant to Rule 144A (the "Rule 144A Information"), unless
providing such other information to the Holder imposes unreasonable
burdens or costs on the Company.  The Company's obligations under this
Section 2.8 shall at all times be contingent upon the relevant Holder's
obtaining from the prospective buyer a written agreement to take all
reasonable precautions to safeguard the Rule 144A Information from
disclosure to anyone other than a person who will assist such buyer in
evaluating the purchase of Registrable Securities from such Holder.

Assignment of Registration Rights.  The rights to cause the Company to
register Registrable Securities pursuant to this Agreement may be
assigned by a Holder to a transferee or assignee of such securities who
shall, upon such transfer or assignment, be deemed a "Holder" under
this Agreement; provided that the Company is, within a reasonable period
of time after such transfer, furnished 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; provided,
further, that such assignment shall be effective only if immediately
following such transfer the further disposition of such securities by the
transferee or assignee is restricted under the Act and that such
transferee or assignee is (a) a partner or retired partner of any Holder
that is a  partnership, (b) a member of the immediate family or a trust
for the benefit of any Holder that is an individual, (c) an entity
controlling, controlled by or under common control with any Holder that
is not an individual, (d) a transferee or assignee that after the
transfer or assignment holds (i) at least 10% of the Registrable
Securities of the transferor, or (ii) Registrable Securities prior to the
transfer, or (e) a constituent member of any Holder that is a limited
liability company.

Limitations on Subsequent Registration Rights.  From and after the date
of
this Agreement, the Company shall not, without the prior written consent
of the Holders of more than fifty percent (50%) of the Registrable
Securities then outstanding, enter into any agreement with any holder or
prospective holder of any securities of the Company that would allow such
holder or prospective holder to (a) include such securities in any
registration filed under Section 2.1 or 2.2, unless under the terms of
such agreement such holder or prospective holder may include such
securities in any such registration only to the extent that the inclusion
of its securities will not reduce the amount of the Registrable
Securities of the Holders which is included or (b) make a demand
registration which could result in such registration statement being
declared effective prior to 180 days of the effective date of any
registration effected pursuant to Section 2.1.

"Market Stand-Off" Agreement.  Each Holder hereby agrees that, if
requested
by the Company or, in the event of an underwritten offering, the managing
underwriter thereof, it shall not, to the extent requested by the Company
or such underwriter, directly or indirectly sell, offer to sell, contract
to sell (including, without limitation, any short sale), grant any option
to purchase or otherwise transfer or dispose of any securities of the
Company held by it (other than those included in the offering) at any
time beginning on the date of any public offering, as the case may be,
and continuing for such period thereafter for up to 180 days, as
determined by the Company or, if applicable, the managing underwriter;
provided, however, that the foregoing shall not be effective unless all
officers and directors of the Company and holders of at least one percent
(1%) of the Company's voting securities enter into and are bound by
similar agreements.

In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of
each Holder (and the shares or securities of every other person subject
to
the foregoing restriction) until the end of the above-referenced "lock-
up"
period.

Notwithstanding the foregoing, the obligations described in this
Section 2.11 shall not apply to a registration relating solely to Shares
issuable under Company stock or option plans on Form S-4 or Form S-8 or
any
successor thereto, or a registration relating solely to a corporate
reorganization or similar transaction under Rule 145 under the Act on
Form
S-4 or any successor thereto.

Termination of Registration Rights.  No Holder shall be entitled to
exercise
any right provided for in this Section 2 after the earlier of (a) three
years after the earlier of the repayment or conversion in full of the
Note held by such Holder, or (b) the date at which all Registrable
Securities held by such Holder may be sold under Rule 144 during any 90-
day period.

MISCELLANEOUS

Successors and Assigns.  Except as otherwise provided herein, the terms
and
conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties, including
permitted transferees of any Registrable Securities.  Nothing in this
Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any
rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.

Notices.  Unless otherwise provided, any notice required or permitted
under
this Agreement shall be given in writing and shall be deemed effectively
given upon personal delivery to the party to be notified or upon deposit
with the United States Post Office, by registered or certified mail,
postage prepaid or upon delivery to a recognized courier service and
addressed to the party to be notified at the address indicated for such
party on the signature page hereof, or at such other address as such
party may designate by ten (10) calendar days' advance written notice to
the other parties.

Expenses.  If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and necessary disbursements
in addition to any other relief to which such party may be entitled.

Amendments and Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement 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 at least
a majority of the Registrable Securities. Any amendment or waiver
effected in accordance with this Section 3.4 shall be binding upon each
Holder of any Registrable Securities then outstanding, each future holder
of all such securities, and the Company; provided that, if any such
amendment or waiver would affect any Investor uniquely, then such waiver
or amendment shall not be effective with respect to that Investor without
such Investor's express written consent.

Severability.  If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as
if such provision were so excluded and shall be enforceable in accordance
with its terms.

Aggregation of Stock.  All shares of Registrable Securities held or
acquired
by an Investor and all affiliated persons or entities of such Investor
shall be aggregated together for the purpose of determining the
availability of any rights under this Agreement.

Titles and Subtitles.  The titles and subtitles used in this Agreement
are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.

Governing Law.  This Agreement shall be governed by and construed under
the
laws of the State of Washington, without regard to the principles of the
conflicts of law thereof.

Entire Agreement.  This Agreement, including the Schedule and Exhibit
hereto,
constitute the full and entire understanding and agreement between the
parties with regard to the subject matter hereof and thereof.

Counterparts.  This Agreement may be executed in two or more
counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.

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


THE COMPANY:

CROWN RESOURCES CORPORATION


By:

Print Name: Xxxxxxxxxxx X. Herald
Title:          President

Address: 0000 Xxxxxxx Xxxxxx, Xxxxx
000
             Xxxxx Xxxxx, Xxxxxxxx
00000



INVESTOR:


Name of Investor


By:

Print Name:

Title:

Address:








EXHIBIT F-1
FORM OF INTERCREDITOR AGREEMENT
INTERCREDITOR AGREEMENT

THIS AGREEMENT is made as of this ____ day of October, 2001, among the
parties hereto executing the same, and any others who hereafter become
parties hereto as herein provided,

Background:

Senior Lenders have made individual loans to the Company evidenced by
Crown Resources Corporation 10% Secured Convertible Promissory Notes
pursuant to the terms of the Convertible Note Purchase Agreement between
each respective Senior Lender and Crown Resources Corporation, a
Washington
corporation (the ?Purchase Agreement?);

The Notes are secured by security interests in the Collateral as
provided in the Security Agreements, except for the Note held by
Solitario
Resources Corporation, which is secured by all of the Collateral except
the
Solitario Common Stock Collateral;

The Senior Lenders are intended to and do have the same priority in
interest in the Collateral;

The Senior Lenders desire to provide for collective decision-making
with respect to certain aspects of their rights under the Notes as set
forth
in this Agreement, and accordingly agree that they will  apportion their
recoveries arising from enforcement of the Notes and the Security
Agreements
in accordance with the terms of this Agreement.

Covenants:

NOW, THEREFORE, the parties agree as follows:

1.	Definitions.

a.	Terms Specific to this Agreement.   As used in this Agreement the
following terms shall have the following respective meanings:

?Collateral Agent? shall mean Xxxxx Fargo Bank West, National
Association., or its successor in interest as collateral agent for the
Senior Lenders.

?Company? means Crown Resources Corporation, a Washington corporation,
which is the maker of the Notes.

?Majority in Interest? means the holders of Notes having an outstanding
balance of principal and interest exceeding fifty percent (50%) of the
aggregate outstanding balance of principal and interest under all of the
Notes.   With respect to matters regarding sale or disposition of the
Solitario Common Stock Collateral or the enforcement of or modification
of
any right of the Senior Lenders with respect thereto, the ?Majority in
Interest? shall be determined without regard to the wishes or vote of
Solitario, and without including the principal owed upon any Note held by
Solitario.



?Note Proceeds? means all cash or other property paid to or received by
the Senior Lenders or any agent for the Senior Lenders on account of the
Notes or the Security Agreements whether such payment or receipt is made
voluntarily or through or as a result of any enforcement proceedings
under
the Notes or the Security Agreements, including without limitation,
insurance proceeds and payments under a bankruptcy plan of
reorganization,
provided however, ?Note Proceeds? shall not include the Warrants, the
Common
Stock issuable upon exercise of the Warrants, any Common Stock received
by a
Senior Lender on account of interest payable under the Note held by such
Senior Lender prior to occurrence of an event of default under the Notes,
or
any rights or recoveries by any Senior Lender under the Registration
Rights
Agreement.  ?Note Proceeds? shall also include any amounts received by
any
Senior Lender upon a claim for rescission of such Senior Lender?s
purchase
of a Note, or for damages arising in connection with the purchase of the
Note.

?Note? or ?Notes? shall mean the Crown Resources Corporation 10%
Secured Convertible Promissory Notes issued pursuant to the Purchase
Agreement held by the Senior Lenders or their assigns or successors in
interest.

?Senior Lenders? shall have the meaning given to such term in the
Purchase Agreement.

?Short-Term Investments? means (i) any direct obligation of or
obligations which are guaranteed by the United States of America, or (ii)
certificates of deposit, time deposits, demand deposits and bankers
acceptances of banks or trust companies believed by the Collateral Agent
to
be creditworthy.

?Solitario? means Solitario Resources Corporation, a Colorado
corporation.

?Solitario Common Stock Collateral? means: (a) 3,140,162 shares of
Solitario Resources Corporation currently held in escrow (the ?Escrowed
Shares?), subject to the consent of the Toronto Stock Exchange under the
terms of the Escrow Agreement dated July 1, 1994 between Solitario
Resources
Corporation, Montreal Trust Company of Canada, Crown Resources
Corporation,
and the Toronto Stock Exchange (the ?Toronto Exchange Escrow Agreement?);
and (b) 6,493,423 shares of Solitario Resources Corporation, a Colorado
corporation, held by Crown Resource Corp. of Colorado (the ?Solitario
Shares?); and (c) all rights of Crown Resources Corp. of Colorado under
the
Toronto Exchange Escrow Agreement; and (d) proceeds of the foregoing.

b.	Other Definitions.  Capitalized terms used but not defined herein
shall have the respective meanings ascribed thereto in the Purchase
Agreement.  ?Includes? and ?including? is not limiting.

2.	Collective Actions Required.  Each Senior Lender agrees that the
following actions shall be taken by the Senior Lender with respect to
such
Senior Lender?s rights and interests pursuant to the Notes, the Security
Agreements, and the Purchase Agreement and the Escrow Agreement, if at
all,
only consistently with the actions of a Majority in Interest of the
holders
of the Notes:



a.	Commencement or continuation of legal proceedings upon or under
the Notes or the Security Agreements, provided however, that
nothing in this Agreement shall preclude or limit any Senior
Lender from filing a proof of claim or interest evidencing its
obligation under any Note held by such Senior Lender in any
insolvency or reorganization proceeding brought by or against the
Company or its assets or affecting the Collateral;

b.	Declaration of a default under the Notes or the Security
Agreements;

c.	 Commencement of proceedings for reorganization or liquidation of
the Company;

d.	Enforcement of any remedy available upon default under the Notes
or the Security Agreements;

e.	Waiver, amendment, modification, settlement or release of any term
of the Notes, the Purchase Agreement or the Security Agreements or
the Escrow Agreement;

f.	Making any election, or casting any vote in connection with any
reorganization or liquidation proceedings affecting the Company or
the Collateral;

g.	Selection, retention, and engagement of professionals, including
without limitation, attorneys, accountants, appraisers,
auctioneers, and other advisors to represent and advise the Senior
Lenders with respect to proceedings to enforce the Notes, the
Security Agreements, the Purchase Agreement, or reorganization or
liquidation proceedings respecting the Company or the Collateral,
provided however, that nothing in this Agreement shall limit the
ability of any Senior Lender to retain other professionals to
represent or advise such Senior Lender at the sole cost and
expense of such Senior Lender; or

h.	Termination of the services of the Collateral Agent; replacement
of the Collateral Agent, and approval of the compensation and
expenses of the Collateral Agent;

3.	 Method of Taking Collective Action.  At any time or from time to
time hereunder, one or more of the Senior Lenders may request by written
notice to all other Senior Lenders that the Senior Lenders consent to any
action proposed by such Senior Lender.    If, within ten days of the date
of
such request or such lesser period of time as is specified in the notice,
a
Majority in Interest of the Senior Lenders have approved the proposed
action
by written notice to the requesting Senior Lenders, the action shall be
taken by and on behalf of all of the Senior Lenders as described in the
notice.   The requesting Senior Lender shall promptly give notice to all
Senior Lenders if a proposed action has been approved.



Notwithstanding the generality of the foregoing, the Senior Lenders
agree that no special consideration or inducement may be given to any
Senior
Lender that is not given ratably to all Senior Lenders, and that any
amendment or modification of the rights of the Senior Lenders approved
hereunder must apply to all Senior Lenders equally and ratable in
accordance
with the outstanding balances of their respective notes.

The costs of any action approved by a Majority in Interest of the
Senior Lenders shall be allocated and paid out of the Note Proceeds by
all
of the Senior Lenders, ratably in proportion to the total principal
amount
outstanding on each Lender?s Note to the total outstanding principal
amount
of all Notes held by the Senior Lenders. Any one or more Senior Lenders
may
(but shall not be required to) advance such sums as may be necessary to
take
any action required by such Senior Lender.  Any Note Proceeds received by
the Collateral Agent or otherwise subject to the control of the Senior
Lenders shall secure the obligation of each Senior Lender to pay or
reimburse such expenses, and the amount of a Senior Lenders? such
obligations may be deducted and offset against any amounts otherwise paid
or
distributed to such Senior Lender hereunder.

4.	Sharing of Note Proceeds.  Each Senior Lender agrees that if it
shall receive a proportion of the total outstanding amount of any Note
held
by such Senior Lender which is greater than the proportion received by
any
other Senior Lender in respect of the total outstanding amount of any
Notes
held by such other Senior Lender, the Senior Lender receiving such
proportionately greater payment shall pay to such other Senior Lender
such
as  may be required so that all payments of Note Proceeds on account of
the
Notes held by the Senior Lenders shall be shared by the Senior Lenders
proportionately to the total outstanding amount of the Notes.

All Note Proceeds, as soon as practicable after receipt by the
Collateral Agent, less any amounts due and owing from any Senior Lender
for
the costs of enforcement and any amounts reasonably contemplated to be
required to pay contemplated expenses shall be paid to the Senior Lenders
ratably in proportion to the total amount outstanding on each Senior
Lender?s Note to the total amount of such Note, and thereafter in
accordance
with applicable law.

5.	Power of Attorney. 	Each Senior Lender does hereby constitute and
appoint the Collateral Agent as such Senior Lender?s true and lawful
representative and attorney-in-fact, in such Senior Lender?s name, place
and
stead to:

a.	make, execute, sign and file and all instruments, documents and
certificates as may from time to time be required or convenient to
effectuate, implement or continue the validity, perfection, continuation,
or
subsisting existence of the security interests granted under the Security
Agreements or contemplated under the Purchase Agreement;



b.	make, execute, sign and file and all instruments, documents and
certificates and take such other actions as may authorized in writing by
a
Majority in Interest of the Senior Lenders, provided that such actions
are
matters as to which the Senior Lenders have agreed to act collectively
under
paragraph 2 hereof;

c.	hold Note Proceeds received by the Collateral Agent for the
account of the Senior Lenders in kind or in Short Term Investments; and

d.	distribute Note Proceeds received by the Collateral Agent in
accordance with paragraph 4 of this Agreement.



The power of attorney granted herein shall be deemed coupled with an
interest in the subject matter of the appointment, shall not be
terminated
by the death or incapacity of any Senior Lender, and shall not be
terminable
 by any Senior Lender without the consent of a Majority in Interest of
the
Senior Lenders, or upon termination of this Agreement.

6.	Amendments; Additional Senior Lenders.  Any amendment to this
Agreement approved by a Majority in Interest of the Senior Lenders shall
be
binding upon all of the Senior Lenders, provided however, that no such
amendment shall (a) reduce the rights of proportionate distribution of
Note
Proceeds or sharing of Note Proceeds provided in paragraph 4 hereof
without
the express written consent of the Senior Lender adversely affected by
such
amendment; or (b) require any Senior Lender to pay the cost or expense of
any action taken by a Majority in Interest of the Senior Lenders, other
than
out of the Note Proceeds received by or payable to such Senior Note
Holder;
or (c) amend the provisions of this paragraph 6.

Any person may be admitted as an additional party to this Agreement,
provided: (a) the proposed party is a holder of a Note issued in
accordance
with the terms of the Purchase Agreement; and (b) the proposed party
submits
an executed counterpart of this Agreement to each of the Senior Lenders
at
their notice address provided herein and thereby accepts and agrees to
the
terms of this Agreement by execution thereof.

Except as provided above in this paragraph 6, this Agreement may only
be amended by a writing executed by each of the Senior Lenders, which
amendment may be executed in counterparts.

7.	Termination.  This Agreement may be terminated by ten days written
notice to all Senior Lenders given by a Majority in Interest of the
Senior
Lenders, or if at the time of such notice there is no balance owing under
any of the Notes, by written notice of the holder of Notes representing a
majority in interest of the original principal balance of all of the
Notes
to all of the Senior Lenders.  The provisions of paragraph 9 of this
Agreement shall survive any such termination.  Termination of this
Agreement
shall not affect the validity of any action taken pursuant to this
Agreement
prior to such termination or the appointment of the Collateral Agent.

8.	Duty to Cooperate.	Each Senior Lender hereby agrees to provide
and execute such other and further statements of interest, designations,
powers of attorney, certificates and other instruments necessary to carry
out the terms of this Agreement.

9.	Miscellaneous.

a.	Relationship of Parties.  Nothing contained in this Agreement
shall create any relationship between the parties hereto other than that
of
owners of Notes secured by interests in the same collateral and as
contracting parties, and it is acknowledged and agreed that no party
shall
be deemed to be a partner, agent or principal of, or fiduciary to any
other
in the conduct of its business, or a joint venturer or a member of a
joint
or common enterprise with the other by reason of the execution of this
Agreement or the taking of any action pursuant hereto.



b. 	No Third Party Benefit. No person (including without limitation
the Company) shall be a third party beneficiary of any provision of any
of
this Agreement.  All provisions of this Agreement are intended solely for
the benefit of Senior Lenders, and no third party shall be entitled to
assume or expect that Senior Lenders will not waive or consent to
modification of any such provision in Senior Lenders? sole discretion.

c.	No Setoff.  This Agreement shall be construed as though the
covenants herein  are independent of any other obligation or relationship
between or among the Senior Lenders or any of them, and no Senior Lender
shall be entitled to or subject to any setoff, offset, abatement or
deduction from or credit against any amounts due hereunder arising from
any
obligation or relationship other than rights under or in connection with
the
Notes, the Security Agreements or  this Agreement.

d.	Successors and Assigns. All covenants of this Agreement shall
extend to, bind and (subject to the limitations upon assignment contained
herein) inure to the benefit of parties, their personal representatives,
heirs, successors and assigns.

e.	Governing Law.  This Agreement shall be construed and enforced
according to, and governed by, the laws of Washington without reference
to
conflict of laws provisions which, but for this provision, would require
the
application of the laws of any other jurisdiction.

f.	Consent to Jurisdiction.   The venue for any action brought to
interpret or enforce this Agreement shall be in Jefferson County,
Colorado
(or if jurisdiction is available in the Federal Courts of the United
States,
in the United States District Court for the District of Colorado) and the
Senior Lenders hereby consent to the in personam jurisdiction of such
courts
for purposes of any action to enforce or interpret this Agreement.
Service
of process in any such action may be accomplished by certified mail,
return
receipt requested, to the addresses of the Senior Lenders.

g.	Notices.  Any notices by or among the Senior Lenders shall be sent
to the addresses of the Senior Lenders set forth in signature page to
this
Agreement executed by such Senior Lender, and shall be given by first
class
mail or overnight delivery service; provided, however, if given by first
class mail such notice shall not be deemed given unless or until three
business days after mailing and if given by overnight delivery service
such
notice shall not be deemed given unless or until one day after
dispatching
by overnight delivery service.  Any Senior Lender may change the address
to
which notices shall be sent to such Senior Lender, by written notice to
all
other Senior Lenders given in accordance with this paragraph.

h.	Entire Agreement.  This Agreement constitutes the entire agreement
of the parties hereto with respect to the content hereof, supersedes all
prior oral and written agreements with respect to the content hereof and
may
not be modified, deleted or amended in any manner except by further
written
agreement of the parties in accordance with the express terms of this
Agreement.



i.	Drafting of Agreement.  Each Senior Lender acknowledges that this
Agreement has been drafted by and is the result of negotiations between
and
among the Company, Solitario and the Other Senior Lenders and was drawn
for
the mutual benefit of the Senior Lenders, and that the terms of this
Agreement shall not be construed or interpreted strictly, in the event of
an
ambiguity, against any party.

j.	Invalidity.	Unenforceability of any provision contained in this
Agreement shall not affect or impair validity of any other provision of
this
Agreement.  If for any reason any provision of this Agreement shall be
deemed by a court of competent jurisdiction to be legally invalid or
unenforceable in any jurisdiction to which it applies, the validity of
the
remainder of the Agreement shall not be affected and such provision shall
be
deemed modified to the minimum extent necessary to make such provision
consistent with applicable law, and in such modified form, such provision
shall then be enforceable and enforced.

l.	Counterparts.  This Intercreditor Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same Agreement, binding upon all of the
Senior
Lenders, notwithstanding that all Senior Lenders have not signed the same
counterpart.

(Counterpart signature pages will be attached, following this page)

ACKNOWLEDGMENT AND AGREEMENT BY THE COMPANY

As an inducement to the Senior Lenders to execute the foregoing
Intercreditor Agreement and to purchase the Notes, Crown Resources
Corporation, (the ?Company?) and Crown Resource Corp. of Colorado
(collectively with the Company the "Makers") the makers of the Notes
referenced in the foregoing Intercreditor Agreement hereby acknowledge
and
agree (i) that the Intercreditor Agreement limits the ability of any one
of
the Senior Lenders to modify or waive its separate rights as provided in
Section 2 of the Intercreditor Agreement under the Note, the Security
Agreement, and the Purchase Agreement; and (ii) that the Makers will not
assert, as against any of the Senior

Lenders, the existence of any set-off, defense, recoupment, modification,
amend or waiver not enforceable as against all of the Senior Lenders.

CROWN RESOURCES CORPORATION



By:_______________________________________
     Name:  Xxxxxxxxxxx X. Herald
     Title:    President
     Date:

CROWN RESOURCE CORP. OF COLORADO



By:_______________________________________
     Name: Xxxxxxxxxxx X. Herald
     Title:   President
     Date:




SENIOR LENDER



__________________________________________
Type or Print Name of Senior Lender

Tax I.D. Number: ___________________________

Total Notes Purchased: _______________________


Notice Address for Senior Lender:


__________________________________________

__________________________________________

__________________________________________


The undersigned hereby executed this
Agreement on behalf of the Senior Lender:



__________________________________________

By: _______________________________________
Title: _____________________________________




EXHIBIT F-2
FORM OF COLLATERAL AGRENCY AGREEMENT
COLLATERAL AGENCY AGREEMENT


THIS COLLATERAL AGENCY AGREEMENT (the "Agreement") is made as of the
__ day of October, 2001, by and among those persons executing this
Agreement
as Senior Lenders (each individually a "Senior Lender" and collectively,
the "Senior Lenders"), and Xxxxx Fargo Bank West, National Association,
as
collateral agent for the Senior Lenders (the "Collateral Agent").

RECITALS

	A.	Crown Resources Corporation, a Washington corporation ("Crown")
and the Senior Lenders are parties to that certain Convertible Note
Purchase
Agreement, dated as of October __, 2001 (the "Purchase Agreement"),
pursuant to which each Senior Lender agreed, severally and not jointly,
to
purchase a convertible secured promissory note issued by Crown and Crown
Resources Corporation of Colorado ("Subsidiary"), a Colorado corporation
wholly owned by Crown, (each, a "Note" and collectively, the "Notes") ;

	E.	Senior Lenders now desire to appoint Collateral Agent as their
collateral agent to receive and hold for their respective accounts a
security interest in certain real and personal property of Crown and
Subsidiary and Collateral Agent agrees to accept such appointment and to
perform the related services all in accordance with the terms and
conditions
set forth below.

	NOW, THEREFORE, for and in consideration of the foregoing and for
other
good and valuable consideration, the parties hereto agree as follows:

AGREEMENT

	1.	Defined Terms.

		1.1	Certain Defined Terms.  As used in this Agreement, the
following terms have the following meanings:

		"Actions to Preserve Collateral" has the meaning given in
Section
3.2 hereof.

		"Agreement" means this Collateral Agency Agreement, as it may
be
amended, restated, supplemented or otherwise modified from time to time
hereafter.

		"Borrowers" means Crown Resources Corporation, a Washington
corporation, and Crown Resource Corp. of Colorado, a Colorado
corporation,
which are the makers of the Notes, their successors and assigns.

		"Business Day" means any day other than Saturday, Sunday or
other
day on which banks are authorized or obligated to close in Denver,
Colorado.

		"Collateral" means the property in which the Security Documents
create or purport to create a security interest or other lien.

		"Collateral Agent" shall mean Xxxxx Fargo Bank West, National
Association, or its successor in interest as collateral agent for the
Senior
Lenders.

		"Collateral Agent's Fee" has the meaning given in Section 7.1
hereof.

		"Governmental Authority" means the government of the United
States or any State or any foreign country or any political subdivision
of
any thereof or any branch, department, agency, instrumentality, court,
tribunal or regulatory authority which constitutes a part or exercises
any
sovereign power of any of the foregoing.

		"Indemnified Agent Party" has the meaning given in Section 7.2
hereof.

		"Intercreditor Agreement" means that agreement by and between
Senior Lenders which is attached hereto as Exhibit A, as such may be
amended
from time to time.

		"Lien" means, for any person, any security interest, pledge,
mortgage, charge, assignment, hypothecation, encumbrance, attachment,
garnishment, execution or other voluntary or involuntary lien upon or
affecting the revenues of such person or any real or personal property in
which such person has or hereafter acquires any interest.

		"Loan Indebtedness" means for any Senior Lender, as of any date
of determination, the sum of the aggregate outstanding principal balance
due
on all Notes held by such Senior Lender plus (ii) the then unpaid
obligations of Borrowers owing to such Senior Lender in respect of
interest,
prepayment premiums, fees, expenses and indemnities accruing under or in
respect to any of the Transaction Documents.

		"Losses" has the meaning given in Section 7.2 hereof.

		"Majority in Interest" means the holders of Notes having an
outstanding balance of principal and interest exceeding fifty percent
(50%)
of the aggregate outstanding balance of principal and interest under all
of
the Notes.   With respect to matters regarding sale or disposition of the
Solitario Common Stock Collateral or the enforcement of or modification
of
any right of the Senior Lenders with respect thereto, the "Majority in
Interest" shall be determined without regard to the wishes or vote of
Solitario, and without including the principal owed upon any Note held by
Solitario.

		"Non-Payment Default" means the occurrence (other than a
Payment
Default) of an "Event of Default" as such term is defined in the Note and
Security Documents.

		"Note Proceeds" means all cash or other property paid to or
received by the Senior Lenders or any agent for the Senior Lenders on
account of the Notes or the Security Documents whether such payment or
receipt is made voluntarily or through or as a result of any enforcement
proceedings under the Notes or the Security Documents, including without
limitation, insurance proceeds and payments under a bankruptcy plan of
reorganization, provided however, "Note Proceeds" shall not include the
Warrants, the Common Stock issuable upon exercise of the Warrants, any
Common Stock received by a Senior Lender on account of interest payable
under the Note held by such Senior Lender prior to occurrence of an event
of
default under the Notes, or any rights or recoveries by any Senior Lender
under the Registration Rights Agreement.  "Note Proceeds" shall also
include any amounts received by any Senior Lender upon a claim for
rescission of such Senior Lender's purchase of a Note, or for damages
arising in connection with the purchase of the Note.

	"Note" or "Notes" shall mean the Secured Convertible Promissory
Notes issued and sold by Borrowers pursuant to the Purchase Agreement and
held by the Senior Lenders or their assigns or successors in interest.

		"Notice Date" means the date on which Collateral Agent receives
a
Notice of Default.

		"Notice of Default" means a written notice delivered to
Collateral Agent from a Majority in Interest of the Senior Lenders acting
pursuant to the Intercreditor Agreement stating that an "Event of
Default",
as such term is defined in any of the Notes and Security Documents, has
occurred.

		"Purchase Agreement" means the Convertible Note Purchase
Agreement between Crown and Senior Lenders.

		"Payment Default" means the failure of Borrowers to make any
regularly scheduled payment of principal or interest when due under the
Notes.

		"Realization Instruction" means a written notice delivered to
Collateral Agent by a Majority in Interest in accordance with subsection
4.1
hereof, (i) stating, as applicable, that a Payment Default has occurred
and/or that a Non-Payment Default has occurred, and (ii) instructing
Collateral Agent to realize upon the Collateral.

		"Realization Instruction Date" has the meaning given in Section
4.1(c) hereof.

		"Related Realization Instruction" means, with respect to any
Notice of Default, a Realization Instruction delivered to Collateral
Agent
in respect of the same occurrence of a Payment Default and/or a Non-
Payment
Default as such Notice of Default.

		"Secured Obligations" means, collectively, all indebtedness,
liabilities and obligations of Borrowers and any of their respective
successors and assigns now existing or hereafter owing to Senior Lenders
or
any of their respective successors and assigns, which the Security
Documents
secure or purport to secure.

		"Security Documents" means all or any of, (i) any deed of
trust,
mortgage, pledge, assignment, security agreement or other security
document
executed by Borrowers or either of them, in favor of Collateral Agent in
connection herewith, and for the purpose of securing Borrowers'
obligations
to Senior Lenders, as any thereof may be amended, restated, supplemented
or
otherwise modified from time to time, (ii) all financing statements filed
in
connection with the foregoing, and (iii) all other documents and
instruments
executed in connection therewith, but shall not include this Agreement.

	"Senior Lenders" means the holders of the Notes, each of which is
a party to this Agreement, and their respective successors and assigns,
each
of which shall be bound by the terms of this Agreement.

	"Short-Term Investments" means (i) any direct obligation of or
obligations which are guaranteed by the United States of America, or
money
market instruments invested in the same, or (ii) certificates of deposit,
time deposits, demand deposits and bankers acceptances of banks or trust
companies issued by any bank insured by FDIC and such bank rated A1/P1 or
better by Xxxxx'x and A+ or better by S&P.

	"Solitario" means Solitario Resources Corporation, a Colorado
corporation.

	"Solitario Common Stock Collateral" means: (a) 3,140,162 shares
of Solitario Resources Corporation currently held in escrow (the
"Escrowed
Shares"), subject to the consent of the Toronto Stock Exchange under the
terms of the Escrow Agreement dated July 1, 1994 between Solitario
Resources
Corporation, Montreal Trust Company of Canada, Crown Resources
Corporation,
and the Toronto Stock Exchange (the "Toronto Exchange Escrow Agreement");
and (b) 6,493,423 shares of Solitario Resources Corporation, a Colorado
corporation, held by Crown Resource Corp. of Colorado (the "Solitario
Shares"); and (c) all rights of Crown Resources Corp. of Colorado under
the
Toronto Exchange Escrow Agreement; and (d) proceeds of the foregoing.

	"Transaction Document(s)" means any or all of the Purchase
Agreement, Security Documents, Intercreditor Agreement, Notes, Escrow
Agreement and this Agreement.

b.	Other Definitions.  Capitalized terms used but not defined herein
shall have the respective meanings ascribed thereto in the Purchase
Agreement.  "Includes" and "including" is not limiting.

		1.2	General Principles Applicable to Definitions.  Definitions
given in Section 1.1 hereof shall be equally applicable to both singular
and
plural forms of the terms therein defined.  References herein to any
document including, but without limitation, this Agreement shall be
deemed a
reference to such document as it now exists, and as, from time to time
hereafter, the same may be amended.  References herein to a "person" or
"persons" shall be deemed to be references to an individual, corporation,
partnership, trust, unincorporated association, limited liability
company,
joint venture, joint-stock company, Governmental Authority or any other
entity.

	2.	Rights and Duties of Collateral Agent.

		2.1	Appointment of Collateral Agent.  Each Senior Lender
hereby
appoints and authorizes Collateral Agent to receive and hold its interest
in
the Collateral under the Security Documents and to take all actions with
respect to such Collateral as may be directed by the express written
instructions of a Majority in Interest in accordance with procedures set
forth in the Intercreditor Agreement, if and to the extent not
inconsistent
with the express terms of this Agreement.  Xxxxx Fargo Bank West,
National
Association hereby accepts said appointment as Collateral Agent.
Collateral
Agent shall have and may exercise such powers as are specifically
delegated
to it by this Agreement, the Intercreditor Agreement, or any Security
Document, together with such other powers as are customarily and
typically
exercised by agents performing duties similar to the duties of Collateral
Agent hereunder and under the Security Documents.  Each Senior Lender
hereby
authorizes, consents to, and directs Borrowers to deal with Collateral
Agent
as the true and lawful agent of such Senior Lender to the extent set
forth
herein and in the Security Documents.  Each Senior Lender shall execute
and
deliver such additional instruments, including powers of attorney in
favor
of Collateral Agent, as may be necessary or desirable to enable
Collateral
Agent to exercise its powers hereunder and under the Security Documents.

		2.2	Duties and Responsibilities.  Neither Collateral Agent nor
any of its directors, officers or employees shall be liable for any
action
taken or omitted (whether or not such action taken or omitted is within
or
without Collateral Agent's duties and responsibilities expressly set
forth
in this Agreement) under or in connection with this Agreement, the
Intercreditor Agreement or the Security Documents or any other instrument
or
document in connection herewith, except for its or their own gross
negligence or willful misconduct.  Without limiting the foregoing,
neither
Collateral Agent nor any of its directors, officers or employees shall be
responsible for, or have any duty to examine (i) (except as such matters
relate to the due execution and delivery by Collateral Agent and the
enforceability against Collateral Agent) the genuineness, execution,
validity, effectiveness, enforceability, value or sufficiency of (a) this
Agreement, the Intercreditor Agreement or any Security Document, or any
document or instrument furnished pursuant to or in connection with this
Agreement, the Intercreditor Agreement or the Security Documents, (b) the
collectibility of any amounts owed by Borrowers, (c) any recitals or
statements or representations or warranties in connection with this
Agreement, the Intercreditor Agreement or any Security Document (except
any
representations or warranties by Collateral Agent), (d) any failure of
any
party to this Agreement, the Intercreditor Agreement or any Security
Document to receive any communication sent, or (e) the assets,
liabilities,
financial condition, results of operation, business or creditworthiness
of
Borrowers.

		2.3	Limitations on Responsibilities.  Collateral Agent shall
have
no duties or responsibilities hereunder except those expressly set forth
in
this Agreement and those duties and liabilities shall be subject to the
limitations and qualifications set forth in this subsection 2.3.
Collateral
Agent shall not have any responsibility for performance of any obligation
of
Borrowers or any Senior Lender, or for the validity, genuineness or
sufficiency of any agreement, instrument, certificate or other document
executed or delivered by Borrowers or any Senior Lender.  With respect to
legal matters, Collateral Agent may consult with counsel and shall be
entitled to act, and shall be fully protected in any action taken in good
faith, in accordance with advice given by such counsel.  Collateral Agent
may employ agents and attorneys-in-fact and shall not be liable for the
default or misconduct of any such agents or attorneys-in-fact selected by
Collateral Agent with reasonable care.  Collateral Agent shall not be
bound
to ascertain or inquire as to the performance or observance of any of the
terms, provisions or conditions of this Agreement or the Security
Documents
or any other document in connection herewith on Borrowers' part.

		2.4	Duty to Investigate.  Collateral Agent shall be entitled
to
act, and shall be fully protected in acting upon, any communication in
whatever form believed by Collateral Agent in good faith to be genuine
and
correct and to have been signed or sent or made by a proper person or
persons or entity.  Collateral Agent shall not be bound to investigate
any
facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order
or
other communication which it believes to be genuine, and may rely on the
facts or matters so stated; but Collateral Agent, in its discretion, may
make such further inquiry or investigation into such facts or matters as
it
may deem fit.  With respect to any written notice or instruction
hereunder
that may be given solely by Majority in Interest, Collateral Agent may
accept as genuine any such notice or instruction which on its face
purports
to be authorized by a Majority in Interest unless Collateral Agent has
actual knowledge to the contrary.

		2.5	No Actions Contrary to Law, Etc.  Notwithstanding any
other
provision of this Agreement or any instructions from Senior Lenders to
the
contrary, at no time shall Collateral Agent be required to take any
action
which is contrary to this Agreement, the Intercreditor Agreement, the
Security Documents or applicable law.

	3.	Administration and Preservation of Collateral.

		3.1	Lien Releases; Security Documents.  Upon the instructions
of
Majority in Interest, Collateral Agent shall take all actions as
instructed
with respect to the Collateral and Security Documents, including, without
limitation, the execution and delivery of such waivers and amendments to
the
Security Documents as Majority in Interest so authorize and instruct
Collateral Agent to execute and deliver.  Notwithstanding the foregoing
to
the contrary, without the consent of all Senior Lenders, Collateral Agent
shall not release any Collateral from the lien of the Security Documents
if
Collateral Agent has received a Notice of Default or a Realization
Instruction (which notice or instruction has not been rescinded) or a
notice
of termination of Intercreditor Agreement.

		3.2	Preservation of the Collateral.  Unless contrary
instructions
are received from Majority in Interest, at any time that Collateral Agent
reasonably believes a justification exists therefore, Collateral Agent is
authorized and instructed to take all such steps as it is permitted to
take
under any Security Document and as it, in its reasonable discretion,
deems
necessary to preserve the Collateral or the value thereof for the benefit
of
Senior Lenders (collectively "Actions to Preserve Collateral").

	4.	Realization on Collateral; Distribution of Proceeds.

		4.1	Realization on the Collateral.  Except as provided in
Section
3 hereof, Collateral Agent shall not be required or permitted to take any
action to realize on any Collateral until such time as it receives a
Realization Instruction.

			(a)	Receipt of Notice of Default.  Upon receipt of a
Notice
of Default, Collateral Agent is, unless contrary instructions are
received
from Majority in Interest, immediately authorized and instructed to take
all
Actions to Preserve Collateral as it, in its reasonable discretion, deems
necessary to take within the first sixty (60) days after receipt of such
Notice of Default in order to preserve the Collateral or the value
thereof
for the benefit of Senior Lenders.

			(b)	Delivery of Realization Instruction.  A Realization
Instruction may be delivered to the Collateral Agent by the Majority in
Interest at any time after Collateral Agent receives a Notice of Default
with respect to a Payment Default or Non-Payment Default, unless such
notice
has been rescinded by the Majority in Interest giving such notice.

			(c)	Receipt of Realization Instruction.  Upon receipt of
a
Realization Instruction (the "Realization Instruction Date"), Collateral
Agent is immediately authorized and instructed to take all such steps as
it,
in its reasonable discretion, deems appropriate to expeditiously realize
upon the Collateral and distribute the proceeds in accordance with
Section
4.2 hereof.

			(d)	Acquisition of Collateral.  Collateral Agent, upon
instructions from Majority in Interest is authorized and instructed, as
agent for all Senior Lenders, to bid at the foreclosure sale of any asset
constituting Collateral (each a "Foreclosed Asset") an amount not to
exceed
the aggregate of each Senior Lender's then outstanding Note balance.
Each
Senior Lender's share of such bid will bear the same proportion to the
total
bid amount as such Senior Lender's share of the Note Proceeds to be
distributed from the sale of the Foreclosed Asset under Section 4.2 would
bear to the total of all Note Proceeds distributed to Senior Lenders from
the sale of the Foreclosed Asset.  Each Senior Lender's percentage share
of
the bid amount is referred to herein as such Senior Lender's "Foreclosed
Asset Percentage Interest." Collateral Agent, upon instructions from
Senior
Lenders having an aggregate Foreclosed Asset Percentage Interest with
respect to any Foreclosed Asset purchased at a foreclosure sale by
Collateral Agent greater than fifty percent (50%) is authorized and
instructed to sell, lease, transfer, or dispose of all or any portion of
such Foreclosed Asset and to distribute the Note Proceeds therefrom to
Senior Lenders in proportion to each Senior Lender's Foreclosed Asset
Percentage Interest of such Foreclosed Asset.

		4.2	Distribution of Lien Foreclosure Proceeds.  All Note
Proceeds
of the Collateral received by Collateral Agent and all other amounts
received by Collateral Agent from the foreclosure of the lien of the
Security Documents from any source whatsoever shall be immediately
distributed:  first, to Collateral Agent to the extent of any costs and
expenses incurred by Collateral Agent in collecting such Note Proceeds;
second, to Collateral Agent to the extent of any Collateral Agent's Fee
remaining unpaid; third, to Senior Lenders in proportion to their
respective
interests (as determined at the time of such distribution) until each
Senior
Lender is paid in full; fourth, to other persons (including Borrowers) as
may be entitled thereto.

		4.3	Distributions in Excess of Exposure.  If a Senior Lender
shall receive a distribution from Collateral Agent in respect of its Note
Balance prior to the determination of such Senior Lender's actual loss in
respect thereto, and the actual loss is later determined to be less than
the
amount upon which such distribution was made, such Senior Lender shall,
from
time to time, upon determination of such actual loss, promptly return to
Collateral Agent, without interest, cash or property received from
Collateral Agent hereunder in excess of the amount of the loss actually
incurred by such Senior Lender.

		4.4	Amounts Received by Senior Lenders.

			(a)	Receipt of Proceeds.  If a Senior Lender shall obtain
after a Notice Date (i) any cash or property in respect of any Collateral
or
any Note Proceeds therefrom or (ii) any payment or prepayment of any
Secured
Obligation made from Note Proceeds received in respect of any Collateral,
such Senior Lender shall deliver such amount to Collateral Agent promptly
after the Realization Instruction Date established by the Related
Realization Instruction, provided, however, no Senior Lender shall be
required to deliver any such amount to Collateral Agent if the Related
Realization Instruction has been rescinded by a Majority in Interest, and
provided, further, no Senior Lender shall be required to deliver any such
amount to Collateral Agent if such amount was received from Collateral
Agent.

			(b)	Voluntary Payments.  If a Senior Lender shall obtain
after a Notice Date any voluntary payment or prepayment of any Secured
obligation from Borrowers, such Senior Lender shall deliver such amount
to
Collateral Agent promptly after the Realization Instruction Date
established
by the Related Realization Instruction, provided, however, no Senior
Lender
shall be required to deliver any such amount to Collateral Agent if the
Related Realization Instruction has been rescinded by a Majority in
Interest.

		4.5	Senior Lender Information.  Each Senior Lender shall from
time to time and upon request of Collateral Agent or any Senior Lender
promptly provide to Collateral Agent and each other Senior Lender a
certificate setting forth, as applicable, all amounts then owing to such
Senior Lender under the terms of the Purchase Agreement, Note, Security
Documents and Intercreditor Agreement. The Majority in Interest that has
delivered a Notice of Default or a Realization Instruction to Collateral
Agent shall (a) from time to time upon request of Collateral Agent or any
other Senior Lender promptly provide to Collateral Agent or such Senior
Lender such information as Collateral Agent or such Senior Lender may
reasonably request regarding the nature and period of existence of the
"Event of Default" specified in the Notice of Default or Realization
Instruction delivered by such Majority in Interest, and (b) promptly upon
learning thereof, provide Collateral Agent and each other Senior Lender
notice that the "Event of Default" specified in the Notice of Default or
Realization Instruction delivered by such Majority in Interest has been
cured or waived by such Majority in Interest.

	5.	Senior Lender Representations.  Each Senior Lender severally
represents and warrants to Collateral Agent and the other Senior Lenders
as
follows:

		5.1	Corporate Authorization.  If the Senior Lender is a
corporation, the execution, delivery and performance of this Agreement by
such Senior Lender has been duly authorized by all necessary corporate
action of such Senior Lender.

		5.2	Binding Obligation, Etc.  This Agreement has been duly
executed and delivered by such Senior Lender and constitutes the legal,
valid and binding obligations of such Senior Lender, enforceable against
such Senior Lender in accordance with its terms, except that the
enforceability thereof may be affected by bankruptcy, insolvency,
moratorium
and other similar laws affecting the rights and remedies of creditors
generally and by the effect of general principles of equity.

	6.	Collateral Agent Corporate Representations.  Collateral Agent
represents and warrants to each Senior Lender as follows:

		6.1	Corporate Authorization.  The execution, delivery and
performance by Collateral Agent of this Agreement has been duly
authorized
by all necessary corporate action of such Collateral Agent.

		6.2	Binding Obligation, Etc.  This Agreement has been duly
executed and delivered by Collateral Agent and constitutes the legal,
valid
and binding obligations of Collateral Agent, enforceable against
Collateral
Agent in accordance with its terms, except that the enforceability
thereof
may be affected by bankruptcy, insolvency, moratorium and other similar
laws
affecting the rights and remedies of creditors generally and by the
effect
of general principles of equity.

	7.	Fees, Expenses and Indemnities.

		7.1	Fees and Expenses.  Borrowers jointly and severally agree
(a)
to pay Collateral Agent, for its own account, an annual agency fee equal
to
$2,500 and any additional amount as outlined in Exhibit B hereto (the
"Collateral Agent's Fee"), and (b) to reimburse Collateral Agent upon
demand for all out-of-pocket expenses, including, without limitation,
legal
fees in connection with any trials and appeals, incurred by Collateral
Agent
in connection with the administration or enforcement of or the
preservation
of any rights under this Agreement or any Security Document.  The
Collateral
Agent's Fee shall be payable on the date hereof and on each anniversary
of
the date hereof so long as any Secured Obligation remains unpaid.

		7.2	Borrowers Indemnity.  Borrowers, jointly and severally,
agree
to indemnify and hold Collateral Agent and its agents, successors, heirs
and
assigns (each an "Indemnified Agent Party") harmless from and against any
and all liabilities, obligations, losses, damages, claims, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
or
nature whatsoever ("Losses") which may be imposed on, incurred by or
asserted against any Indemnified Agent Party in any way relating to or
arising out of this Agreement or any Security Document or any action
taken
or omitted by any Indemnified Agent Party under this Agreement or any
Security Document, except any such as result from such Indemnified Agent
Party's gross negligence or willful misconduct.

		7.3	Senior Lender Indemnity.  Each Senior Lender severally
agrees
to indemnify and hold each Indemnified Agent Party (to the extent not
reimbursed by Borrowers) in proportion to its Indemnity Percentage
Interest
as of the date on which such Losses are incurred, harmless from and
against
any and all Losses which may be imposed on, incurred by or asserted
against
any Indemnified Agent Party in any way relating to or arising out of this
Agreement or any Security Document or any action taken or omitted by any
Indemnified Agent Party under this Agreement or any Security Document,
except any such as result from such Indemnified Agent Party's gross
negligence or willful misconduct. Without limiting the foregoing, each
Senior Lender agrees to reimburse Collateral Agent promptly on demand in
proportion to its Indemnity Percentage Interest as of the date on which
such
out-of-pocket expenses are incurred, for any out-of-pocket expenses,
including legal fees, incurred by Collateral Agent in connection with the
administration or enforcement of or the preservation of any rights under
this Agreement or any other Transaction Document (to the extent that
Collateral Agent is not reimbursed for such expenses by Borrowers);
provided, however, that each Senior Lender's obligation hereunder shall
be
limited to the amount of its loan to Borrowers.  As used herein,
"Indemnity
Percentage Interest" means, as of any date of determination, the
percentage
that such Senior Lender's Loan Indebtedness bears to the aggregate Loan
Indebtedness of all Senior Lenders.

		7.4	Cross-Senior Lender Indemnity.  Each Senior Lender that
gives
 a Wrongful Notice to Collateral Agent, jointly and severally, agrees to
indemnify and hold each other Senior Lender that did not join in the
giving
of such Wrongful Notice and such Senior Lender's agents, successors,
heirs
and assigns (each an "Indemnified Senior Lender Party") harmless from and
against any and all Losses which may be imposed on, incurred by or
asserted
against any Indemnified Senior Lender Party directly relating to or
arising
out of such Wrongful Notice, including Losses resulting from the
Indemnified
Senior Lender Party's acceleration of its indebtedness based upon the
giving
of such Wrongful Notice or the exercise of any remedies by Collateral
Agent
in respect of the Collateral under any Security Document following the
receipt of such Wrongful Notice, except any Losses resulting from such
Indemnified Senior Lender Party's gross negligence or willful misconduct.
As used herein "Wrongful Notice', shall mean a Notice of Default or
Realization Instruction given to Collateral Agent pursuant to Section 4.1
hereof where a court of competent jurisdiction later determines (and such
determination is no longer subject to appeal) that (a) the Payment
Default
identified in such Notice of Default or Realization Instruction had been
cured at the time such Notice of Default or Realization Instruction was
given; or (b) the "Event of Default" identified in such Notice of Default
or Realization Instruction had not occurred at the time such Notice of
Default or Realization Instruction was given; or (c) the occurrence of
the
"Event of Default" identified in such Notice of Default or Realization
Instruction would not entitle the Senior Lender giving such Notice of
Default to accelerate the remaining obligations of Borrowers under its
Purchase Agreement; or (d) the occurrence of the "Event of Default"
identified in the Notice of Default or Realization Instruction would not
permit Collateral Agent to exercise remedies in respect of the Collateral
under the Security Documents or applicable law.

		7.5	Reimbursement to Senior Lenders; Survival.  Borrowers,
jointly and severally, agree to reimburse any Senior Lender for amounts
paid
by such Senior Lender to any Indemnified Agent Party pursuant to Section
7.3
hereof.  The covenants set forth in this Section 7 shall survive the
termination of this Agreement.

	8.	Non-Reliance on Collateral Agent.  Each Senior Lender agrees
that
it has, independently and without reliance on Collateral Agent or any
other
Senior Lender, and based on such documents and information as it has
deemed
appropriate, made its own credit analysis on Borrowers and its own
decision
to enter into this Agreement and that it will, independently and without
reliance upon Collateral Agent or any other Senior Lender, and based on
such
documents and information as it shall deem appropriate at the time,
continue
to make its own analysis and decisions in taking or not taking action
under
this Agreement.  Collateral Agent shall not be required to keep informed
as
to the performance or observance by Borrowers of their obligations under
this Agreement, any Security Document or any other agreement, instrument,
certificate or document referred to or provided for herein or therein nor
shall Collateral Agent have any obligation to inspect the properties or
books of Borrowers except as may be specifically requested in
instructions
received from Majority in Interest.  Except for notices, reports and
other
documents and information expressly required to be furnished to Senior
Lenders by Collateral Agent hereunder, Collateral Agent shall not have
any
duty or responsibility to provide any Senior Lender with any credit or
other
information concerning the affairs, financial condition or business of
Borrowers (or any of its related companies) which may come into
Collateral
Agent's possession.  Collateral Agent shall be entitled to assume that no
event or circumstance has occurred and is continuing that would provide
the
basis for any Senior Lender to give a Notice of Default or Realization
Instruction unless Collateral Agent has actually received a Notice of
Default or Realization Instruction.

	9.	Successor Collateral Agent.  Collateral Agent may give written
notice of resignation at any time to Senior Lenders and Borrowers and may
be
removed at any time by Majority in Interest.  Upon any such resignation
or
removal, Majority in Interest shall have the right to appoint a successor
Collateral Agent.  If no successor Collateral Agent shall have been so
appointed by Majority in Interest and shall have accepted such
appointment
within thirty (30) days after Collateral Agent's giving of notice of
resignation or Majority in Interest's removal of Collateral Agent, then
Zoloto Investors, LP, or its successors or assigns, on behalf of Senior
Lenders, shall promptly appoint a successor Collateral Agent, which shall
be
(a) a Senior Lender or (b) another bank organized under the laws of the
United States or of any state thereof, or any affiliate of such bank, and
having a combined capital and surplus that is both (i) adequate in
proportion to its total assets and (ii) of at least Five Hundred Million
Dollars ($500,000,000).  Upon the acceptance of any appointment as
Collateral Agent hereunder by a successor Collateral Agent, such
successor
Collateral Agent shall thereupon succeed to and become vested with all
the
rights, powers, privileges and duties of the retiring Collateral Agent,
and
the retiring Collateral Agent shall be discharged from its duties and
obligations under this Agreement.  Until the acceptance by such a
successor
Collateral Agent, the retiring Collateral Agent shall continue as
"Collateral Agent" hereunder.  Notwithstanding any retiring Collateral
Agent's resignation or removal hereunder as Agent, the provisions of
Section
7, this Section 9 and each other protection and indemnity afforded
Collateral Agent herein shall inure to its benefit as to any actions
taken
or omitted to be taken by it while it was Collateral Agent under this
Agreement.  Any person into which Collateral Agent may be merged or
converted or with which it may be consolidated or any person resulting
from
any merger, conversion or consolidation to which it shall be a party or
any
person to which Collateral Agent may sell or transfer all or
substantially
all of its agency relationships shall be the successor to Collateral
Agent
without the execution or filing of any paper or further act.
Notwithstanding anything herein to the contrary, however, the resignation
or
removal of a Collateral Agent shall not be effective unless and until all
documents necessary or desirable, to transfer all of Collateral Agent's
right, title and interest in, to and under the Security Documents and in
and
to the Collateral to the successor Collateral Agent shall have been fully
executed, delivered, filed and recorded, as appropriate.

	10.	Effect of Bankruptcy.  This Agreement shall continue in full
force
and effect after the filing of any voluntary or involuntary petition for
relief against Borrowers or either of them under the United States
Bankruptcy Code (the "Code") and all converted or succeeding cases in
respect thereof, and shall apply with full force and effect with respect
to
all post-petition property of the estate, to all post-petition
distributions
by the estate, and to all Secured Obligations incurred by Borrowers
subsequent to such filing.  Notwithstanding the foregoing to the
contrary,
however, in the event that Borrowers or either of them shall become
subject
to a proceeding under the Code, and any Senior Lender or group of Senior
Lenders shall desire to provide post-petition financing to Borrowers,
Senior
Lenders hereby agree that such Senior Lender or such group of Senior
Lenders
shall be entitled to whatever priority against the Collateral a court of
competent jurisdiction may grant to such Senior Lender or group of Senior
Lenders in respect of such post-petition financing without any obligation
to
share the proceeds thereof in accordance with the terms of this
Agreement.

	11.	Further Assurances.  Borrowers, at their sole cost and expense,
will at any time and from time to time hereafter (a) execute such
financing
statements and other instruments and perform such other acts as may be
necessary or as Collateral Agent may reasonably request to establish and
maintain the security interests granted by Borrowers to Collateral Agent
under the Security Documents and the first priority and continued
perfection
thereof; (b) obtain and promptly furnish to Collateral Agent evidence of
all
approvals, permits, licenses, authorizations, certificates, or consents
of
Governmental Authorities as may be required to enable Borrowers to comply
with its obligations under this Agreement; and (c) execute and deliver
all
such other instruments and perform all such other acts as Collateral
Agent
may reasonably request to carry out the transactions contemplated by this
Agreement and the Security Documents.

	12.	Miscellaneous.

		12.1	Governing Law.  This Agreement and the Security Documents
shall be governed by and construed in accordance with the laws of the
State
of Washington, except insofar as the laws of a jurisdiction where
Collateral
is located require the laws of that jurisdiction to govern the creation,
perfection or enforcement of any lien of any Security Document.

		12.2	Mandatory Arbitration.

		(a)	Arbitration.  Any controversy or claim between or among
the
parties arising out of or relating to this Agreement or any Security
Document shall at the request of any party be determined by arbitration.
The arbitration shall be conducted in accordance with the United States
Arbitration Act (Title 9, U.S. Code), notwithstanding any choice of law
provision in this Agreement, and under the Commercial Rules of the
American
Arbitration Association.  The arbitrators shall give effect to statutes
of
limitation in determining any claim.  Any controversy concerning whether
an
issue is arbitrable shall be determined by the arbitrators.  Judgment
upon
the arbitration award may be entered in any court having jurisdiction.

		(b)	Real Property Collateral.  Notwithstanding the provisions
of
subsection 12.2 (a), no controversy or claim shall be submitted to
arbitration without the consent of all parties if, at the time of the
proposed submission, such controversy or claim arises from or relates to
an
obligation to Collateral Agent or any Senior Lender which is secured by
real
property collateral.

		(c)	Self Help; Foreclosure.  No provision of this Section 12.2
shall limit the right of any party to this Agreement to exercise self-
help
remedies such as setoff, foreclosure against or sale of any real or
personal
property collateral or security, or to obtain provisional or ancillary
remedies from a court of competent jurisdiction before, after, or during
the
pendency of any arbitration or other proceeding.  The exercise of any
such
remedy does not waive the right of any party to resort to arbitration.
At
Collateral Agent's option (but subject to any instructions received from
Majority in Interest), foreclosure under a deed of trust or mortgage may
be
accomplished either by exercise of power of sale under the deed of trust
or
mortgage or by judicial foreclosure.


		12.3	Consent to Jurisdiction.  Subject to Section 12.2 hereof,
each of the parties hereto hereby irrevocably submit to the nonexclusive
jurisdiction of any state or federal court sitting in Jefferson County
Colorado, in any action or proceeding brought to enforce or otherwise
arising out of or relating to this Agreement or any Security Document and
irrevocably waives to the fullest extent permitted by law any objection
which it may now or hereafter have to the laying of venue in any such
action
or proceeding in any such forum, and hereby further irrevocably waives
any
claim that any such forum is an inconvenient forum.  The parties hereto
agree that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in any other jurisdiction by suit on the
judgment or in any other manner provided by law.  Nothing in this Section
12.3 shall impair the right of Collateral Agent or any Senior Lender or
the
holder of any Secured Obligation to bring any action or proceeding
against
Borrowers or its or their respective property in the courts of any other
jurisdiction, and Borrowers irrevocably submit to the nonexclusive
jurisdiction of the appropriate courts of the jurisdiction in which
either
of Borrowers is incorporated or sitting in any place where property or an
office of Borrowers is located.

	12.4	Notices.  Any notices by or among the Senior Lenders shall be
sent to the addresses of the Senior Lenders set forth in signature page
to
this Agreement executed by such Senior Lender, and shall be given by
first
class mail or overnight delivery service; provided, however, if given by
first class mail such notice shall not be deemed given unless or until
three
business days after mailing and if given by overnight delivery service
such
notice shall not be deemed given unless or until one day after
dispatching
by overnight delivery service.  Any Senior Lender may change the address
to
which notices shall be sent to such Senior Lender, by written notice to
all
other Senior Lenders given in accordance with this paragraph.

		12.5	Successors and Assigns.  This Agreement shall be binding
upon
and inure to the benefit of the parties and their respective successors
and
assigns and no other person or entity shall have any right, benefit,
priority, or interest under, or because of the existence of, this
Agreement.
 No transfer of any Secured Obligation, or of any interest or
participation
therein, shall bind Collateral Agent until Collateral Agent has received
(a)
written notice of such transfer or participation, specifying the name of
the
transferee or participant and the address to which payments and notices
shall be delivered and (b) written agreement of such transferee binding
itself to the terms of this Agreement, including, without limitation,
Section 6.3 hereof.

		12.6	Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall as to such
jurisdiction be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.  To the extent permitted by applicable law, the parties
waive
any provision of law which renders any provision hereof prohibited or
unenforceable in any respect.

		12.7	Amendment.  This Agreement may not be amended or modified
except by written agreement of a Majority in Interest, or if the
Intercreditor Agreement has been terminated, then by agreement of each
party
hereto, and no provision of this Agreement may be waived except in
writing
and then only in the specific instance and for the specific purpose for
which given.

		12.8	Termination.  Except with respect to Sections 7, 12.1, and
12.3, which shall survive, this Agreement shall terminate when the
Secured
Obligations have been paid in full.

		12.9	Controlling Terms, Transfer of Notes.  In the event of any
conflict between the terms of this Agreement and the terms of any
Security
Document with respect to the definition of "Collateral" and the relative
rights, interests and priorities of any Senior Lender therein, the terms
of
this Agreement shall control.

		12.10	No Benefit; No Reliance.  Neither of Borrowers shall
have any right, benefit, priority, or interest under, or be entitled to
rely
on, enforce or secure relief as a result of any breach of any
representation
or warranty or the performance or observance of covenant set forth in
Sections 2, 3, 4, 5, 6, 7.3, 7.4, 8, or 9 hereof.  Each such section is
intended solely for the benefit of Senior Lenders and Collateral Agent.

		12.11	Headings.  The headings of the various provisions of
this Agreement are for convenience of reference only, do not constitute a
part hereof, and shall not affect the meaning or construction of any
provision hereof.

		12.12	Counterparts.  This Agreement may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original, and all of which taken together shall constitute one and the
same
Agreement.

	IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be
executed by their respective officers or agents thereunto duly authorized
as
of the date first above written.

						SENIOR LENDERS:


By
   Its

Address:

Telefax:




		XXXXX FARGO BANK WEST,
		National Association



		By:______________________________________
		     Xxxxxxxx Xxxxxxxx
		     Its Vice President, Corporate Trust
Services



Exhibit A
Intercreditor Agreement



Exhibit B


EXHIBIT G
FORM OF ESCROW AGREEMENT
ESCROW AGREEMENT

This Escrow Agreement (this "Agreement") is made by and among (i)
Crown Resources Corporation, a Washington corporation ("Crown"), (ii)
Crown
Resources Corporation of Colorado, a Colorado corporation ("Crown
Colorado"), (iii) the lenders named in Schedule 1 hereto (collectively,
the
"Senior Lenders," and individually, a "Senior Lender"), (iv) Xxxxx Fargo
Bank West, National Association (the "Escrow Agent"), and (v) Xxxxx Fargo
Bank West, National Association (the "Collateral Agent") (Crown, Crown
Colorado and Lenders, each a "Party" and collectively, the "Parties").

Recitals

WHEREAS, Crown and the Senior Lenders are parties to that certain
Convertible Note Purchase Agreement, dated as of October __, 2001 (the
"Purchase Agreement"), pursuant to which each Senior Lender agreed,
severally and not jointly, to purchase from Crown, and Crown agreed to
issue
and sell to each Senior Lender, a convertible promissory note (each, a
"Note" and collectively, the "Notes") in the principal amount set forth
opposite the name of the respective Senior Lender on Schedule 1 hereto;

WHEREAS, pursuant to the Purchase Agreement, Crown has agreed to place
in escrow the property listed in Section 1.01(a) hereof (the "Crown
Escrowed
Property");

WHEREAS, pursuant to the Notes and a pledge agreement, Crown Colorado
has agreed to place in escrow the property listed in Section 1.01(b)
hereof
(the "Crown Colorado Escrowed Property");

WHEREAS, pursuant to the Purchase Agreement, the Senior Lenders have
agreed to place in escrow the property listed in Section 1.01(c) hereof
(the
"Senior Lenders' Escrowed Property") (Crown Escrowed Property, Crown
Colorado Escrowed Property and Senior Lenders' Escrowed Property,
collectively, the "Escrowed Property"); and

WHEREAS, Escrow Agent agrees to hold and distribute the Escrowed
Property in accordance with the instructions contained herein;

NOW, THEREFORE, in consideration of the foregoing premises, and of
other good and valuable consideration, the receipt and sufficiency of
which
hereby are acknowledged, the Parties, the Escrow Agent and the Collateral
Agent agree as follows, intending to be legally bound:

Article 1: Directions

1.01	Escrowed Funds.  The Parties will deposit with the Escrow Agent
the following:

(a)	Crown, upon acceptance of a Subscription Agreement: (i)
manually signed copies of this Agreement, (ii) manually signed copies
of the Purchase Agreement, in the form attached hereto as Exhibit A,
and (iii) manually signed copies of the Subscription Agreement, the
Note, the Warrant, the Registration Rights Agreement, the Intercreditor
Agreement, the Security Agreements to which it is a party, and the
Legal Opinion, each in the form attached hereto as exhibits to the
Purchase Agreement.

(b)	Crown Colorado, upon Crown's acceptance of a Subscription
Agreement: (i) manually signed copies of this Agreement, and (ii)
manually signed copies of the Purchase Agreement, the Note, and the
Security Agreements to which it is a party, each in the form attached
hereto as exhibits to the Purchase Agreement.

(c)	Each Senior Lender: (i) manually signed copies of this
Agreement, (ii) manually signed copies of the Subscription Agreement,
the Purchase Agreement, the Note, the Warrant, the Registration Rights
Agreement, the Intercreditor Agreement, and the Collateral Agency
Agreement, each in the form attached hereto as exhibits to the Purchase
Agreement (all of the foregoing documents collectively referred to as
the "Senior Lender Transaction Documents" for each Senior Lender, and
"Senior Lenders' Transaction Documents" for all Senior Lenders), and
(iii) the principal amount, in immediately available funds, set forth
opposite the name of the respective Senior Lender on Schedule 1 (the
"Escrowed Funds").

1.02	Instructions.  The Escrow Agent shall hold, invest and disburse
the Escrowed Property pursuant to the instructions set forth in Schedule
2,
attached hereto and, except as provided in Section 3.02, incorporated
herein
by reference.

1.03	Assignment of Interest.  The assignment, transfer, conveyance or
hypothecation of any right, title or interest in and to the subject
matter
of this Agreement (referred to under this Section 1.03 as "Assignment")
shall be binding upon the Escrow Agent upon delivery of notice to the
Escrow
Agent of the Assignment.

Article 2: Compensation of the Escrow Agent

Crown and Crown Colorado agree, jointly and severally, to pay the
Escrow Agent:

(a)	Its fees, charges, and expenses for all services rendered by
it under this Agreement, as shown as attached on Exhibit B hereto; and

(b)	Reasonable compensation for services rendered in connection
with this Agreement but not expressly provided for herein and
reimbursement for those expenses incurred by the Escrow Agent in
rendering such services, including, but not limited to costs and
attorneys' fees incurred as a result of any dispute arising out of
the Agreement.

(c)	The Escrow Agent shall have a first and prior lien upon the
Escrowed Funds to secure the payments described under paragraphs (a)
and (b) of this Article 2.  If any such payment is not timely
received by the Escrow Agent, the Parties authorize the Escrow Agent
to deduct such payment from the Escrowed Funds.  All such payments
due but not paid within 30 days shall accrue interest at the rate of
10 percent per annum.

Article 3: Provisions Concerning Escrow Agent

3.01	Authority of Parties.  The Escrow Agent shall be under no duty or
obligation to ascertain the identity, authority and/or rights of the
Parties
or their agents.

3.02	Other Agreements.  Except for the Collateral Agency Agreement, the
Escrow Agent shall not be a party to, or bound by, any agreement between
the
Parties other than this Agreement, whether or not a copy and/or original
of
such agreement is held as Escrowed Property; and, the Escrow Agent shall
have no duty to know or inquire as to the performance or nonperformance
of
any provision of any such agreement between the Parties.

3.03	Deposited Instruments and/or Funds.  The Escrow Agent assumes no
responsibility for the validity or sufficiency of any instrument held as
Escrowed Property, except as expressly and specifically set forth in this
Agreement.

3.04	Late Payments or Performance.  The Escrow Agent may accept any
payment or performance required under this Agreement after the date such
payment or performance is due, unless subsequent to such date, but prior
to
the actual date of payment or performance, the Escrow Agent is instructed
in
writing by Crown or the Collateral Agent not to accept such payment or
performance.

3.05	Escheat.  The Parties are aware that under Colorado law, escrowed
property that is presumed abandoned may escheat to the State.  The Escrow
Agent shall have no liability to the Parties, their respective heirs,
legal
representatives, successors, and assigns, should any or all of the
Escrowed
Property become escheatable or escheat by operation of law.

3.06	Non-Liability. The Escrow Agent shall not be liable for any act or
omission while acting in good faith and in the exercise of its own best
judgment.  Any act or omission by the Escrow Agent pursuant to the advice
of
its attorneys shall be conclusive evidence of such good faith.  The
Escrow
Agent shall have the right to consult with counsel at the expense of
Crown
and Crown Colorado whenever any question arises concerning the Agreement
and
shall incur no liability for any delay reasonably required to obtain such
advice of counsel.  The Escrow Agent shall not be liable for the
alteration,
modification or elimination of any right permitted or given under the
instructions set forth in Schedule 2 and/or in any document deposited
under
the Agreement pursuant to any Statute of Limitations or by reason of
laches.
 The Escrow Agent shall have no further responsibility or liability
whatsoever to any or all of the Parties following a partial or complete
distribution of the Escrowed Property pursuant to this Agreement.  The
Escrow Agent shall not incur any liability with respect to any act or
omission in reliance upon any document, including any written notice or
instruction provided for in this Agreement.  In performing its
obligations
hereunder, the Escrow Agent shall be entitled to presume, without
inquiry,
the due execution, validity and effectiveness of all documents it
receives,
and also the truth and accuracy of any information contained therein.
The
Escrow Agent shall not be responsible or liable for any diminution of
principal of the Escrowed Funds or any interest penalty, whatsoever, for
any
reason.

3.07	Indemnification. The Parties agree, jointly and severally, to
indemnify and hold harmless the Escrow Agent from any liability, cost or
expense whatsoever, including, but not limited to, attorneys' fees
incurred
by reason of accepting this Agreement and/or the Escrowed Property;
provided, however, that the liability of each Senior Lender shall be
limited
to the amount of its Escrowed Funds.

3.08	Disagreements.  If any disagreement or dispute arises between the
Parties to this Agreement concerning the meaning or validity of any
provision hereunder or concerning any other matter relating to this
Agreement, the Escrow Agent:

(a)	Shall be under no obligation to act, except under process or
order of court, or until it has been adequately indemnified to its full
satisfaction, and shall sustain no liability for its failure to act
pending such process, court order or indemnification; and

(b)	May, in its sole and absolute discretion, interplead the
Escrowed Property or that portion of the Escrowed Property it then
holds with the District Court of the City and County of Denver, State
of Colorado, and name the Parties in such interpleader action.  Upon
filing the interpleader action, the Escrow Agent shall be relieved of
all liability as to the Escrowed Property and shall be entitled to
recover from the Parties its reasonable attorneys' fees and other costs
incurred in commencing and maintaining such action.  The Parties by
signing this Agreement submit themselves to the jurisdiction of such
court and do appoint the Clerk of such Court as their agent for the
service of all process in connection with such proceedings.  In no
event shall the institution of such interpleader action impair the
rights of the Escrow Agent described in Section 3.06 of this Article.

Article 4:  General Terms and Conditions

4.01	Extension of Benefits.  This agreement shall be binding upon,
inure to the benefit of, and be enforceable by, the respective heirs,
legal
representatives, successors and assigns of all of the Parties, the
Collateral Agent and the Escrow Agent.

4.02	Governing Law.  This Agreement shall be construed and enforced in
accordance with the laws of the State of Colorado.

4.03	Notices.  All notices, requests, demands and other communications
required under this Agreement shall be in writing and shall be deemed to
have been duly given if delivered personally or by certified mail, return
receipt requested and postage prepaid.  If any notice is mailed, it shall
be
deemed given on the date such notice is deposited in the United States
mail.
 If any notice is personally delivered, it shall be deemed given upon the
date of such delivery.  If notice is given to a party, it shall be mailed
or
delivered to the addresses set forth below the signature blocks.  It
shall
be the responsibility of the Parties to notify the Escrow Agent in
writing
of any name or address changes.

4.04	Entire Agreement. This Agreement sets forth the entire agreement
and understanding of the Parties, the Collateral Agent and the Escrow
Agent
with respect to the subject matter hereof.

4.05	Amendment.  This Agreement may be amended, modified, superseded,
rescinded or canceled only by a written instrument executed by the Senior
Lenders (in such manner as may be required by the Intercreditor
Agreement),
Crown, Crown Colorado, the Collateral Agent and the Escrow Agent.

4.06	Waivers.  The failure on any party to this Agreement at any time
or times to require performance of any provision under this Agreement
shall
in no manner affect the right at a later time to enforce the same
performance.  A waiver by any party to the Agreement of any such
condition
or breach of any term, covenant, representation, or warranty contained in
this Agreement, in any one or more instances, shall neither be construed
as
a further or continuing waiver of any such condition or breach nor a
waiver
of any other condition or breach of any other term, covenant,
representation, or warranty contained in this Agreement.

4.07	Headings.  Section headings of this Agreement have been inserted
for convenience of reference only and shall in no way restrict or
otherwise
modify any of the terms or provisions of this Agreement.

4.08	Counterparts.  This Agreement may be executed in one or more
counterparts, each of which when executed shall be deemed to be an
original,
and such counterparts shall together constitute one and the same
instrument

4.09	Resignation or Removal of Escrow Agent.  The Escrow Agent may
resign at any time by furnishing written notice of its resignation to
Parties and the Collateral Agent.  Such resignation shall be effective
upon
the earlier of (i) substitution of the Escrow Agent with a new escrow
agent
appointed by the Senior Lenders, acting in such manner as may be required
by
the Intercreditor Agreement, or (ii) 30 days after the delivery of such
written notice to the Parties and the Collateral Agent by the Escrow
Agent.
 The Senior Lenders, acting in such manner as may be required by the
Intercreditor Agreement, Crown and Crown Colorado may remove the Escrow
Agent at any time by furnishing to the Escrow Agent a written notice of
its
removal.  Such removal shall be effective upon the 10th business day
following delivery of such written notice to the Escrow Agent by the
Parties
and the Collateral Agent.

4.10	Definitions.  Capitalized terms used but not defined herein shall
have the respective meanings ascribed to such terms in the Purchase
Agreement.

Article 5:  Termination:  Independence and
Survival of Conditions

5.01	Termination.  The Escrow Agent's duties hereunder shall be
terminated when no Escrowed Property continues to be held by the Escrow
Agent. The remaining terms of this Agreement shall survive such
termination.

5.02	Independence and Survival of Covenants.  The Parties agree that
notwithstanding the resignation of the Escrow Agent, the interpleader of
the
Escrowed Property (or any part thereof) or any other event or
circumstance
that may terminate the escrow of the Escrowed Property (or any part
thereof), the disposition and delivery of the Escrowed Property shall be
subject to the conditions and terms set forth in Schedule 2 hereof.
Hence,
for example, but not by way of limitation, if the Escrow Agent shall
interplead the Escrowed Property with the Denver District Court, the
parties
agree that such Court may and (subject to the security interest granted
to
the Escrow Agent hereunder) shall distribute the Property in accordance
with
the terms and conditions set forth in Schedule 2 hereof, without
modification.  Notwithstanding that the amounts due under the Notes
accrue
interest payable by Crown and/or Crown Colorado to the Senior Lenders
during
the period that said funds are held by the Escrow Agent or the Collateral
Agent and that while held by the Escrow Agent or the Collateral Agent
Crown
and/or Crown Colorado may receive the benefit of interest income accruing
from funds held in escrow, nothing herein is to be construed to suggest
that, while in escrow, such funds are part of the property of Crown or
Crown
Colorado.  The Senior Lenders make this escrow available to Crown and
Crown
Colorado on their assurance that the funds would only be made available
to
Crown and Crown Colorado in accordance with the express terms and upon
the
conditions set forth herein.  This was and is a material and important
inducement to Senior Lenders in purchasing the Notes and providing this
escrow.  This escrow has been made for the benefit of Crown and Crown
Colorado to assure that funds would be available to them on the terms and
conditions set forth herein.  Accordingly, Crown and Crown Colorado
hereby
disclaim any interest in the Escrowed Funds or the Senior Lenders'
Transaction Documents, except upon and subject to strict compliance with
the
terms and conditions set forth for release of the Escrowed Property in
Schedule 2.

[Signature Page Follows]


	IN WITNESS WHEREOF, the Parties, the Collateral Agent and the Escrow
Agent have each caused this Escrow Agreement to be duly executed on this
___day of October 2001.

"CROWN"	"CROWN COLORADO"

_________________________________		________________________________

By: Xxxxxxxxxxx X. Herald					 	By: Xxxxxxxxxxx X.
Herald

Title: President								Title: President

Address:	_________________________			Address:
	_________________________

	_________________________				_________________________

Telephone:_______________________
	Telephone:_______________________

Tax I.D. No.______________________			Tax I.D.
No.______________________


"ESCROW AGENT"	"COLLATERAL AGENT"

_________________________________		________________________________

By:______________________________
	By:_____________________________

Title:____________________________
	Title:____________________________

Address:	_________________________			Address:
	_________________________

	_________________________				_________________________

Telephone:_______________________
	Telephone:_______________________

Tax I.D. No.______________________			Tax I.D.
No.______________________



"SENIOR LENDER"		 						SUBSCRIPTION AMOUNT:

________________________________
	_______________________
Type or Print Name of Senior Lender 					Type or Print
Amount of Notes

Method of Payment:
Tax I.D. Number: _________________					? Wire Transfer
? Payment enclosed
? Other__________________
Notice Address for Senior Lender:

________________________________

________________________________

________________________________

Telephone No.____________________

Facsimile No. ____________________


The undersigned Senior Lender hereby conveys the Subscription Amount and
the
Senior Lender Transaction Documents to Xxxxx Fargo Bank West, National
Assocaition, in escrow pursuant to the Escrow Agreement, attached as
Exhibit
G to the Convertible Note Purchase Agreement, effective October ___,
2001,
between Crown and the Senior Lenders, and hereby agrees to be bound by
any
and all terms and provisions of such Escrow Agreement.

______________________________	Received by Xxxxx Fargo Bank West,
	National Association
Type or Print Name of Senior Lender 				? Subscription
Amount:
? Lenders Transaction Documents
______________________________
(Signature) 										Xxxxx Fargo
Bank
West,
National Association

Title:__________________________
	By:________________________
													Xxxxxxxx
Xxxxxxxx
Date:__________________________					Title: Vice
President

Corporate Trust Services
										Account
#:___________________


	Date:________________________


SCHEDULE 1 TO THE ESCROW AGREEMENT AMONG
XXXXX FARGO BANK WEST, NATIONAL ASSOCIATION,
CROWN, CROWN COLORADO AND SENIOR LENDERS UNDER
A CONVERTIBLE NOTE PURCHASE AGREEMENT
DATED OCTOBER 18, 2001
(Description of the Senior Lenders' Deposit into Escrow)


Each Senior Lender shall deposit with the Escrow Agent: (1) a completed
and executed Senior Lender Transaction Documents; and (2) the principal
amount, in immediately available funds, equal to the Subscription Amount.
The Escrow Agent is authorized to accept and acknowledge receipt of the
foregoing deposits, subject to the terms of the Escrow Agreement from
such
persons or entities and in such amounts as Crown shall approve in
writing.
Crown hereby approves and authorizes the Escrow Agent to accept
subscriptions from the persons or entities listed below, in the amounts
set
forth opposite such person's name (such list to be modified by Crown from
time to time, provided the aggregate subscription amount does not exceed
$4,000,000):


NAME-
ADDRESS-SUBSCRIPTION AMOUNT
Zoloto Investors, LP-c/o Zoloto, LLC
00000 Xx. Xxxx'x Xxxx, Xxxxx 000
Xxxxxxx, XX  77079-$2,000,000
Gascoigne Trust-X.X. Xxxxx & Others
Re: Gascoigne Trust
c/o Chantrey Vellascott DFK
00-00 Xxxxxxx Xxxxxx
Xxxxxx, XXXX0X
Xxxxxxx-000,000
Xxxx X. Xxxx-0000 Xxx Xxxx
Xxxxxx, XX  75226-200,000
Solitario Resources Corporation-4251 Kipling Street, Suite 390
Wheat Ridge, CO  80033-650,000
Solitario Resources Corporation-4251 Xxxxxxx Xxxxxx, Xxxxx 000
Wheat Ridge, CO  80033-350,000

END OF SCHEDULE 1



SCHEDULE 2 TO ESCROW AGREEMENT AMONG
XXXXX FARGO BANK WEST, NATIONAL ASSOCIATION,
CROWN RESOURCES CORPORATION AND SENIOR LENDERS UNDER
A CONVERTIBLE NOTE PURCHASE AGREEMENT
DATED OCTOBER ___, 2001
 (Instructions)

1.	Investment of Escrowed Funds.

	The Escrow Agent shall invest all portions of the Escrowed Funds in
the
Xxxxx Fargo 100% Treasury Fund money market fund.  All interest bearing
money market funds used for investment by Escrow Agent in the ordinary
course of its business, in its discretion.  All interest and other
earnings
received by the Escrow Agent as a result of any investment of the
Escrowed
Funds prior to release of the Escrowed Funds pursuant to Section 3 of
this
Schedule shall be for the account of and in the name of the Senior Lender
on
whose behalf such investment is made, and such Senior Lender shall be
responsible for, and shall pay, all taxes payable with respect to such
interest.

2.	Distributions.

(a)	Notice of Receipt of the Minimum Offering Amount.  Upon receipt by
the Escrow Agent of an aggregate of at least $2,650,000 in Escrowed Funds
(the "Minimum Offering Amount"), including at least $650,000 in Escrowed
Funds from Solitario Resources Corporation, a Colorado corporation
("Solitario"), the Escrow Agent shall give notice to the Parties and to
the
Collateral Agent of its receipt of the Minimum Offering Amount.

(b)	Initial Distribution.  Upon receipt by the Escrow Agent of the
Minimum Offering Amount and all other Escrowed Property, and receipt by
the
Escrow Agent of written notice from Crown certifying that Crown has
received
and accepted from Solitario the Subscription Agreement of Solitario for
the
Solitario Note and the Solitario Purchase Price in the amount of $350,000
(the "Crown Notice"), the Escrow Agent shall: (i) distribute to each
Senior
Lender such Senior Lender's Note, the Legal Opinion addressed to such
Senior
Lender and an original counterpart of the Purchase Agreement, the
Intercreditor Agreement, the Collateral Agency Agreement and this
Agreement;
(ii) distribute to Crown the Subscription Agreement and an original
counterpart of the Purchase Agreement, the Intercreditor Agreement, and
the
Escrow Agreement; and (iii) distribute to the Collateral Agent the
Security
Agreements and an original counterpart of the Collateral Agency Agreement
and this Agreement.

(c)	Additional Distributions.  Upon receipt by the Escrow Agent of
Escrowed Property after the Escrow Agent has made a distribution under
subsection (b) above, the Escrow Agent shall distribute the Escrowed
Property as directed in subsection (b)(i), (ii) and (iii) above.

3.	Release of Escrowed Property.  The Escrow Agent shall hold the
Escrowed
Property subject to the terms and conditions of this Agreement until the
earlier of:

(a)	Upon receipt by the Escrow Agent of a written request (a "Final
Payment Notice"), signed by Crown and one or more Senior Lenders, acting
pursuant to the Intercreditor Agreement (accompanied by a written notice
from such Senior Lenders stating that such Senior Lenders represent a
Majority in Interest of the Senior Lenders pursuant to the Intercreditor
Agreement), directing the Escrow Agent to distribute all of the Escrowed
Property, the Escrow Agent shall distribute the Escrowed Property in
accordance with such request.

(b)	If by 5:00 P.M. MST on October 19, 2001, the Escrow Agent has not
received the Minimum Offering Amount and the Crown Notice, then the
Escrow
Agent shall release the Escrowed Property as provided in Section 4 of
this
Schedule.

(c)	If the Escrow Agent receives written notice from one or more
Senior Lenders, acting pursuant to the Intercreditor Agreement, stating
that
(i) such Senior Lenders represent a Majority in Interest of the Senior
Lenders pursuant to the Intercreditor Agreement, (ii) Crown has failed to
provide the Title Opinion (as defined in the Purchase Agreement) to the
Senior Lenders within one hundred twenty (120) days after the Closing,
and
(iii) pursuant to the rights of the Senior Lenders under the Purchase
Agreement, the Senior Lenders are instructing the Escrow Agent to release
the Escrowed Funds to the respective Senior Lenders, then the Escrow
Agent
shall release the Escrowed Funds to the Senior Lenders and otherwise
distribute the Escrowed Property pursuant to Section 4 of this Schedule.

(d)	If by 5:00 P.M. MST on March 31, 2002, the Escrow Agent has not
received a Final Payment Notice under this Section 3 or has not
previously
released all Escrowed Property pursuant to the foregoing Sections 3(b) or
3(c), then the Escrow Agent shall release the Escrowed Property as
provided
in Section 4 of this Schedule.

4.	Certain Returns of Escrowed Property.  In the event the Escrow
Agent is required to release the Escrowed Property pursuant to any of the
foregoing Sections 3(b), 3(c) or 3(d), the Escrow Agent shall deliver (i)
the Warrants and the Registration Rights Agreement to Crown, and (ii) the
Escrowed Funds provided by each Senior Lender to such Senior Lender.

5.	Time is of the Essence.     Time is of the essence in the
performance of this Agreement. The receipt by Crown of the Senior
Lenders'
Escrowed Property pursuant to a distribution request under this Agreement
shall be deemed to be the acceptance of an offer from the Senior Lenders,
which offer is not subject to extension or modification by operation of
law,
order of court or otherwise, including without limitation, by operation
of
11 U. S. C. sub section 108.

END OF SCHEDULE 2
Exhibit A
Purchase Agreement


Exhibit B
Xxxxx Fargo Bank West Fee Schedule
ESCROW FEE SCHEDULE
Inception Fee

*	$1,000.00
	Due with the Funding of the Escrow


Annual Administration Fee*


*    Minimum Annual Fee  			$	2,000.00
	Due with the Funding of the Escrow






Transaction Charges

Security Transactions (buy or sell)		$	35.00

Wire Transfers			$	35.00

Receipts			$	10.00

Disbursements			$	10.00

Preparing Interest Allocations		$	10.00/
				calculation

Preparing and Filing Taxpayer Reports
	Each 1099			$	25.00
	Minimum Charge			$	100.00





*Billed annually in advance; no proration. Due with the Funding of the
Escrow.

All payments due and not paid within 30 days shall
Accrue at a rate of 19% per annum.





1/1/2001





Extraordinary Services

Additional reasonable compensation will be charged for extraordinary
services based on our then current standard hourly charge.  Extraordinary
services include, but are not limited to, attending escrow closings,
processing assignments of escrow interest, reviewing and accepting
modifications or amendments to the escrow agreement, and letter of credit
draws.

Reimbursables

All out-of-pocket expenses incurred in the administration of the account,
including, but not limited to, postage, telephone charges, insurance,
photocopies, supplies, and legal fees, with the exception of legal fees
incurred at the inception of the account, will be billed to the customer
at
cost.

Overdrafts

Any overdrafts at Xxxxx Fargo Bank West caused by failed or incomplete
wires
of funds or failed or incomplete securities deliveries will be
reimbursable
to Xxxxx Fargo Bank West at prime plus two percent (2%).




















EXHIBIT H
FORM OF LEGAL OPINION

October 22, 2001



To the Senior Lenders
Listed on Schedule 1 hereto

	Re:	Crown Resources Corporation

Ladies and Gentlemen:

	We have acted as counsel to Crown Resources Corporation, a
Washington
corporation (the "Company"), and Crown Resource Corp. of Colorado, a
Colorado corporation (the "Subsidiary"), in connection with the sale and
issuance by the Company and the Subsidiary of 10% Secured Convertible
Promissory Notes (each a "Note" and collectively the "Notes") and the
issuance by the Company of warrants (the "Warrants") to purchase shares
of
the Company's common stock, $0.01 par value (the "Common Stock"),
pursuant
to a convertible note purchase agreement (the "Purchase Agreement"),
dated
as of October 18, 2001, between the Company and the senior lenders
executing
subscription agreements thereto (each a "Senior Lender" and collectively
the "Senior Lenders").  This opinion letter is delivered to you pursuant
to
Section 1.c of the Purchase Agreement. Capitalized terms not otherwise
defined in this opinion letter shall have the meanings ascribed thereto
in
the Purchase Agreement.

	In rendering this opinion letter, we have reviewed the following
documents:

1.	the Purchase Agreement;
2.	the Subscription Agreements entered into by the Senior Lenders
and the Company each dated on or about October 18, 2001;
3.	the Notes dated as of October 18, 2001;
4.	the Warrants dated as of October 18, 2001;
5.	the Registration Rights Agreement, dated as of October 18, 2001,
between the Company and the Senior Lenders;
6.	the Escrow Agreement, dated October 18, 2001, between the
Company, the Subsidiary, the Senior Lenders, and Xxxxx Fargo
Bank West, National Association ("Xxxxx Fargo"), as Escrow
Agent and as Collateral Agent for the Senior Lenders;
7.	the General Security Agreement, dated October 18, 2001, between
the Company, the Subsidiary and Xxxxx Fargo, as Collateral Agent
for the Senior Lenders;
8.	the Security Agreement of Crown Resource Corp. of Colorado,
dated October 18, 2001, between the Subsidiary and Xxxxx Fargo,
as Collateral Agent for certain of the Senior Lenders;
9.	the Security Agreement of Crown Resources Corporation and Crown
Resource Corp. of Colorado, dated October 18, 2001, between the
Company, the Subsidiary and Xxxxx Fargo, as Collateral Agent for
the Senior Lenders (the "Joint Security Agreement");
10.	the Pledge of Crown Resources Corporation, dated October 18,
2001, between the Company and Xxxxx Fargo, as Collateral Agent
for the Senior Lenders;
11.	the Pledge of Crown Resource Corp. of Colorado, dated October
18, 2001, between the Subsidiary and Xxxxx Fargo, as Collateral
Agent for certain of the Senior Lenders;
12.	the Collateral Assignment of Rights, dated as of October 18,
2001, by the Subsidiary in favor of Xxxxx Fargo, as Collateral
Agent for certain of the Senior Lenders;
13.	the Deed of Trust, dated October 10, 2001, between the Company,
the Subsidiary, Xxxxx Fargo, as Collateral Agent for the Senior
Lenders, and Transnation Title Insurance Company, as trustee
under the trust (the "Deed of Trust");
14.	the Financing Statement of the Company and the Subsidiary
covering all assets of the Company and the Subsidiary;
15.	the Financing Statement of the Company and the Subsidiary
covering unpatented mining claims and unpatented mill sites on
federal land (the "Mining Financing Statement");
16.	the Intercreditor Agreement, dated as of October 18, 2001,
between the Senior Lenders; and
17.	the Collateral Agency Agreement, dated as of October 18, 2001,
between Xxxxx Fargo and the Senior Lenders.

The foregoing documents numbers 1 through 13 are hereinafter referred
to as the "Transaction Documents."  We also have examined and relied on
originals or copies, certified or otherwise identified to our
satisfaction, of such other documents, records, certificates and other
instruments as we have deemed necessary for purposes of the opinions set
forth herein, and we have relied as to certain factual matters on certain
representations of officers of the Company and certificates from public
officials.  In such examination, we have assumed the genuineness of all
signatures on original documents or certified copies, the genuineness and
authenticity of all documents submitted to us as originals, and the
conformity to originals of all documents submitted to us as copies.

We have assumed that each of the Senior Lenders and any other party to
the Transaction Documents, other than the Company and the Subsidiary
(individually, an "Other Party"), has the requisite power and authority,
and has taken any and all necessary action, to execute and deliver the
Transaction Documents, and that the Transaction Documents have been duly
and
validly executed and delivered by each of the Senior Lenders and each
Other
Party thereto and constitute valid, binding and enforceable obligations
of
each of the Senior Lenders and each Other Party.  We also have assumed
and
relied upon the accuracy of the representations and warranties of each of
the Senior Lenders and each Other Party in the Transaction Documents. For
purposes of our opinion in paragraph (d) below, we have assumed that any
share of the Common Stock issuable pursuant to the anti-dilution
provisions
of the Notes and Warrants would not exceed the authorized but unissued
Common Stock of the Company. For purposes of our opinion in paragraph (e)
below, we have assumed that the proceeds of the sale to and acquisition
by
the Senior Lenders of the Notes, Warrants and Shares (the "Securities
Transactions") will be used exclusively for commercial or business
purposes.
For purposes of our opinion in paragraph (f) below, we have assumed that
none of the Senior Lenders, individually or as a group, including all
"Affiliates" and "Associates" of the Senior Lenders, has beneficial
ownership of ten percent or more of the outstanding voting shares of the
Company (as such quoted terms are defined under Chapter 23B.19 of the
Revised Code of Washington (the "Significant Business Transactions
Statute")). For purposes of our opinion in paragraph (g) below, we have
assumed that (A) the granting of a security interest in the Collateral
consisting of a governmental permit, license or other authorization is
not
prohibited or restricted by law, the granting of a security interest or
encumbrance in any Collateral is not prohibited by any other contract or
encumbrance, and the assignment or pledge of any right under any contract
is
not prohibited by the terms of such contract, (B) certain procedural
requirements for the grant and perfection of security interests in the
Collateral, such as the required format and timing of service of process,
court filings, recordation and notices, meet the minimum statutory
requirements, (C) the Company or the Subsidiary hold legal and equitable
title to the Collateral and with respect to real property interests
record
title is in the name of the Company or the Subsidiary, and (D) the Deed
of
Trust has been duly recorded in the real estate records for Okanagan
County,
Washington. We have made no independent investigation of the foregoing
assumptions.

	We express no opinion herein with respect to (i) the enforceability
of any of the Transaction Documents or related documents; (ii) the effect
on the Transaction Documents or related documents, or the rights of the
Senior Lenders under: (A) bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other similar laws relating to or affecting
generally the rights of creditors; (B) equitable principles, including
those limiting the availability of specific performance (regardless of
whether considered in a proceeding in equity or at law), injunctive
relief
and other equitable remedies, liquidated damages and remedies providing
for defenses based on fairness and reasonableness, regardless of whether
considered in a proceeding in equity or at law; or (C) state and federal
law, rules and regulations concerning the issuance of securities; (iii)
the legality, validity, or binding nature of the Transaction Documents as
affected by:  (A) the financial status, condition or solvency of either
the Company or the Subsidiary or (B) as to either the Company or the
Subsidiary, the lack, failure or inadequacy of consideration, ultra xxxxx
acts, or laws of fraudulent transfer or fraudulent conveyance; (iv) the
status of the Company's or the Subsidiary's title to or interest in the
Collateral, the adequacy or accuracy of any descriptions thereof, the
existence of any leases, liens or security interests therein or thereon,
the perfection, priority or creation of any interest in such Collateral,
or the effect of any provisions or agreements relating to the priority of
any lien; (v) the effect on the Collateral of any lack of permits issued
by any governmental or regulatory authority or any failure or inability
of
any party to obtain any necessary renewal or extension of any such
permits
or any additional permits required after the date of this opinion; (vi)
the compliance of any real property or related improvements or use
thereof
with any zoning, subdivision, environmental, health, occupancy, use,
human
disabilities or other statute, ordinance or regulation regulating the
disposition, use, improvement, alteration, occupancy or operation
thereof;
(vii) the existence, validity or proper maintenance of any unpatented
mining claims or mill sites on federal land that are included in the
collateral, including without limitation the existence or value of any
mineral deposit that may be encompassed by such mining claims; (viii) the
effectiveness or enforceability of any provision for choice of law in any
of the Transaction Documents; (ix) the applicability of the Significant
Business Transactions Statute to the Company and the Senior Lenders with
respect to any transaction other than the Securities Transactions.

	In rendering the opinions provided below, (i) we have relied, as to
matters of fact and matters of law that are not themselves the subject of
such opinions, on written information provided by the Company, including
but not limited to information contained in filings with the Securities
and Exchange Commission and not amended or corrected in later such
filings
and we have assumed the accuracy, in all respects material to the
opinions
provided below, of all such information, and (ii) we have assumed that
the
fiduciary duty of the Board of Directors of the Company is that of the
board of directors of a solvent corporation.

	The opinions expressed in this letter are limited to matters
governed
by the law of the State of Washington (the "State") and the federal law
of
the United States of America (except with regard to the due incorporation
and corporate power of the Subsidiary under Colorado corporate law), and
we
express no opinion as to the law of any other jurisdiction. In limiting
this
opinion to the law of the State, we exclude the laws of any other state
that
might be applied as a result of a choice of law provision or generally
applicable legal or equitable principles.

	As used in this opinion letter, the terms "know", "knowledge" and
"known to us" mean our actual knowledge, without further investigation or
inquiry, and are limited to such knowledge of the attorneys in our firm
who
have performed legal services for the Company in connection with the
Purchase Agreement and the transactions contemplated therein.

	Based on the foregoing and subject to the qualifications and
limitations contained herein, we are of the opinion that:

	(a)	The Company is a corporation that has been duly incorporated
and
is validly existing under the laws of the State. Subsidiary is a
corporation that has been duly incorporated and is validly
existing under the laws of the State of Colorado.

(b)	Each of the Company and Subsidiary have all requisite corporate
power and corporate authority to deliver and to perform their
obligations under the Transaction Documents to which they are a
party.  The execution, delivery and performance of the
Transaction Documents to which it is a party have been duly
authorized by all requisite corporate action of the Company, and
such Transaction Documents have been duly and validly executed
by the Company. The execution, delivery and performance of the
Transaction Documents to which it is a party have been duly
authorized by all requisite corporate action of Subsidiary, and
such Transaction Documents have been duly and validly executed
by Subsidiary.

(c)	The Transaction Documents to which the Company is a party are
valid and binding obligations of the Company. The Transaction
Documents to which Subsidiary is a party are valid and binding
obligations of Subsidiary.

(d)	The issuance, sale, and delivery of the Notes and the Warrants
have been duly authorized by all requisite corporate action of
the Company. The issuance, sale and delivery of the Notes has
been duly authorized by all requisite corporate action of
Subsidiary. The Common Stock issuable upon conversion of the
Notes, payment of interest on the Notes at the election of the
Company and the exercise of the Warrants (collectively, the
"Shares") have been duly authorized and, when issued and paid
for in accordance with the Notes or Warrants, as applicable, the
Shares will be validly issued, fully paid, and nonassessable.

(e)	The provisions of the Transaction Documents do not violate any
applicable statute of the State relating to usury.

(f)	The Significant Business Transactions Statute does not apply to
the Company and the Senior Lenders as a result of the Securities
Transactions.

(g)	The form of the Deed of Trust is sufficient to create a lien on
the Company's and Subsidiary's fee lands and patented mining
claims, as such lands and claims are described in the Deed of
Trust, located in the State upon recording in the real estate
records of the county in which the lands and claims are located
and is in proper form for recording in the State. Taken
together, the Deed of Trust and the Joint Security Agreement are
sufficient to create a security interest in the Company's and
Subsidiary's interest in unpatented mining claims and unpatented
mill sites on federal land, as such claims and sites are
described in the Joint Security Agreement and Deed of Trust, and
the Mining Financing Statement covering such claims and sites is
in proper form for filing with the State.

	Our opinions herein are limited to the matters expressly set forth
in
this opinion letter and are subject to the qualifications and limitations
herein, and no opinion is to be implied or may be inferred beyond the
matters expressly so stated.  This opinion is rendered as of the date
hereof, and we expressly disclaim any responsibility for notifying you of
any changes affecting this opinion that later come to our attention.
This
opinion is rendered solely for your information in connection with this
transaction and may not be relied on by any other person for any purpose
without our prior written consent.

Very truly yours,



STOEL RIVES LLP


Schedule 1

Senior Lenders

Name and Address-Purchase Price
Zoloto Investors, LP
c/o Zoloto, LLC
00000 Xx. Xxxx'x Xxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attn:  Xxxxx X. Xxxxxxx-2,000,000
-
Xxxx X. Xxxx
0000 Xxx Xxxx
Xxxxxx, XX 75226-200,000
-
Solitario Resources Corporation
0000 Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxx Xxxxx, XX 00000
Attn: Xxxxxxxxxxx X. Herald
        President
-650,000
-Special Note
350,000
TOTALS FOR REGULAR NOTES/WARRANTS-2,850,000
GRAND TOTALS-3,200,000



EXHIBIT I
RISK DISCLOSURE

RISK DISCLOSURE

	Crown Resources Corporation (the "Company") is the issuer of $15
million principal amount of 5.75 % Convertible Subordinated Debentures
due
2001 (the "Debentures"). The entire principal balance of $15 million and
accrued and unpaid interest were due and payable on August 27, 2001.
The
Company has not made such payments, and does not expect in the
foreseeable
future to have the funds to make such payments. Under the terms of the
indenture governing the Debentures (the "Indenture") the failure to pay
the
principal at maturity creates an automatic default without the
requirement
of notice to the Company. Accordingly, the Company is currently in
default
under the Debentures.  After a default has occurred, the trustee under
the
Indenture (the "Trustee") may pursue all remedies available to the
holders
of the Debentures under the Indenture.  These remedies include the right
to
institute a civil action against the Company to collect the amounts due
under the Debentures.  Company management is not presently aware of any
defense that it would be able to assert against any such claim and
therefore
believes that any such action would likely result in the entry of a
judgment
against the Company.  Following the entry of a judgment against the
Company,
the Trustee would be able, subject to any rights that the Company might
assert in a bankruptcy proceeding, to collect the amount awarded in the
judgment by seizing and foreclosing on Company assets.

	Any such action by the Trustee, or similar actions by other
creditors
of the Company, could have a material, adverse effect on the Company and
the
value of the Notes and Warrants.  Among other things, the Trustee or
other
creditors could seize and sell or, in the case of cash, distribute to
themselves, assets of the Company necessary to the continuation of the
Company's business, including the proceeds of the sale of the Notes,
thereby
making it impossible for the Company to continue to pursue its business.

	The Company is presently unable to pay its debts as they come due in
the ordinary course of business and is therefore insolvent under the
Washington Business Corporations Act.  Under applicable law, the
fiduciary
duty of management of an insolvent company is owed principally to the
company's creditors, in contrast to the fiduciary duty of management of a
solvent company, which is owed principally to the company's stockholders.
This change in fiduciary duty may prevent management of the Company from
taking actions to protect the interest of the holders of its equity
securities, including the Warrants and any securities into which the
Notes
might be convertible.

	The Company has the right to, and expects that it will,  petition
the
United States Bankruptcy Court for relief under Chapter 11 of the
Bankruptcy
Code.  Initiation of bankruptcy proceedings will ordinarily stay for a
time
any  actions by creditors to secure payment of debts of the Company,
including any foreclosures or other efforts to apply property of the
Company
to payment of Company indebtedness.  While the bankruptcy stay against
collection efforts of creditors may preserve the status quo temporarily,
there is no assurance that the Company can formulate a plan of
reorganization that will be acceptable to its creditors or be capable of
confirmation by the bankruptcy court absent approval of creditors.  There
is
also no assurance that the Company or a third party plan proponent will
not
propose and seek confirmation of a plan of reorganization that would
eliminate all pre-petition equity interests, cancel the Warrants and
eliminate or void any rights to convert any portion of the Note
indebtedness
to equity in the Company. In the event of bankruptcy proceedings
concerning
the Company, under certain circumstances the rights of holders of Notes
may
be significantly modified or eliminated, including avoidance of all liens
and security interests securing the Notes,  discharge of  all or  a
portion
of such holders' claims, turnover of escrowed funds and change of terms
of
payment of any amounts due on the Notes.  The cost to the Company and all
constituent creditor groups of a bankruptcy proceeding (other than a
proceeding filed pursuant to a prior, negotiated agreement) are
considerable
and would, in all probability, consume a portion of  the proceeds from
the
sale of the Notes.

	Assuming that the holders of the Notes have properly perfected their
security interests in the Collateral, they would collectively have
priority
over other creditors of the Company (except the holders, if any, of a
senior
or equal security interest in the Collateral, and except to the extent
that
their interests are affected by bankruptcy) with respect to the proceeds
from any sale of the Collateral.  However, Company represents that it and
its subsidiaries have not granted or otherwise created, and know of no
person or entity claiming the existence, of any security interest or lien
on
any assets of the Company or its subsidiaries.  To enforce such rights
and
otherwise to protect their interests, the holders of the Notes would be
required to retain legal counsel and to incur substantial expense.
Moreover,
the priority of the holders of the Notes would, at best, result in the
recovery of their investment, plus accrued interest.  Any additional
value
of the Collateral would be available to other creditors of the Company,
including the holders of the Debentures, to the extent of the Company's
obligation to such creditors.   Additionally, security interests in that
portion of the Collateral that consists of mining claims may be
extinguished
if the Company is unable to or should elect not to continue to pursue
development of such claims and pay related fees and taxes.


EXHIBIT J
FRAMEWORK



Framework for Plan of Reorganization:


In consideration for the Senior Lenders entering into the Transaction
Documents, promptly after delivery of the Minimum Offering Amount, the
Company shall commence reorganization of the Company in accordance with
the
framework described below:
1.	Corporate Restructure.
a.	1 for 5 reverse split of common shares;
b.	cancellation of preferred shares;
c.	Board of Directors to consist of seven directors; one director
appointed by executive management; one director appointed by
holders of Debentures; one director appointed by representatives
of Solitario Resources Corp; three directors appointed by Zoloto
Investors, LLC; and one independent director selected by the other
six directors.  All such directors to serve until the first annual
meeting after consummation of the restructure (which shall not
occur until after one year after consummation of the restructure).
2.	Restructure of Debentures.
a.	Debenture holders to exchange Debentures for:
i.	$1,000,000.00 cash;
ii.	$2,000,000.00 notes which are pari passu with Notes;
iii.	$4,000,000.00 unsecured subordinated convertible notes
bearing interest at 10% per annum payable annually during the
term in cash or at the option of Crown payable in kind with
additional notes or stock with principal payable six years
from issuance; convertible into shares of Company common
stock at a conversion price of $.75 per share and
automatically convertible into common stock when the average
daily trading price for Company shares for 20 consecutive
trading days exceed $1.75 per share; Crown will covenant that
after the reorganization it will not incur more than
$3,000,000 in additional indebtedness senior to the notes
described in this section 2.a.iii.
iv.	The principal balance of $8,000,000.00 plus any accrued
interest on the Debentures shall be extinguished upon
consummation of the restructure for no additional
consideration.
3.	Post Restructure Ownership of Company.
--Existing
Shareholders-Senior
 Lenders-Debenture
Holders
-
No Conversion or
Exercise of Warrants
?	Outstanding Debt
Equity Ownership-


-0-
100%-


$3,800,000
0%-


$6,000,000
0%
-
Conversion of Notes
Notes /Subordinated Notes
?	Outstanding Debt
?	Equity Ownership
-


-0-
11%-


-0-
44%-


-0-
45%
-
Conversion of Notes and
Warrants
?	Outstanding Debt
Equity Ownership-


-0-
7%-


-0-
52%-


-0-
41%

4.	Post Restructure Voting Agreement.  Zoloto and Solitario to enter
into a Voting Agreement pursuant to which Solitario agrees to vote for
three directors proposed by Zoloto and Zoloto agrees to vote for
director proposed by Solitario for a period of up to five years after
consummation of the Restructure.
5.	Bankruptcy Restructure.  The Senior Lenders have entered into the
transactions contemplated by the Transaction Documents on the condition
that the anticipated restructure of the Company will be accomplished
through a Chapter 11 proceeding in the Federal Bankruptcy Court.  The
parties hereto anticipate that the bankruptcy procedures will be as
follows:
a.	As soon as reasonably practicable after deposit of the
Minimum Offering Amount into Escrow, Company representatives
will commence and diligently pursue negotiations with the
holders of the Debentures in order to obtain the agreement of
the Debenture Holders to the restructure of Debentures on the
terms described above.
b.	As soon as reasonably practicable and in any event within
ninety days after the Minimum Offering Amount is deposited
into Escrow, the Company shall file a voluntary Chapter 11
petition in the Federal Bankruptcy Court in Colorado.



c.	Crown shall use its best efforts to:
i.	file a Plan and Disclosure Statement acceptable to the
Senior Lenders and Debenture Holders contemporaneously with
the Chapter 11 petition or within sixty days thereafter;
ii.	request Bankruptcy Court approval of the Termination Fee
referenced in Section 4(k) of the Convertible Note Purchase
Agreement within ten days after the bankruptcy proceeding
is commenced;
iii.	obtain Bankruptcy Court approval of the Disclosure
Statement within forty-five days after it is filed;  and
iv.	proceed with a confirmation hearing within thirty-five days
after the Disclosure Statement is approved.
d.	On or before March 31, 2002, the bankruptcy court shall have
entered a final order confirming a Plan that has been
approved by the Senior Lenders and the effective date of the
Plan shall have occurred authorizing the escrow agent to
release the balance of the escrowed funds to Crown pursuant
to the transaction documents.  If the final order and
consummation of the terms of the Plan do not occur by March
31, 2002, the escrow agent will return the balance of the
escrowed funds to the Senior Lenders and, the obligation of
the Senior Lenders to loan any amounts to Crown will
terminate.



FORM OF SOLITARIO NOTE

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES
OR
BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR
OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH
RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2)
PURSUANT
TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT AND UNDER
APPLICABLE STATE SECURITIES AND BLUE SKY LAWS RELATING TO THE DISPOSITION
OF
SECURITIES, PROVIDED THAT AN OPINION OF COUNSEL TO SUCH EFFECT IS
PROVIDED
TO THE COMPANY IN CONNECTION THEREWITH.

CROWN RESOURCES CORPORATION
10% SECURED CONVERTIBLE PROMISSORY NOTE

$350,000	October ___, 2001
	Seattle, Washington

	Crown Resources Corporation, a Washington corporation (the
"Company"),
and Crown Resource Corp. of Colorado, a Colorado corporation (together
with
the Company collectively referred to as the "Makers"), the principal
office
of which is located at 0000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxx,
Xxxxxxxx
00000, for value received, hereby jointly and severally promise to pay to
Solitario Resources Corporation, a Colorado corporation, or its
registered
assigns, the sum of Three Hundred Fifty Thousand Dollars ($350,000), plus
interest from and including the date hereof on the principal balance from
time to time outstanding at a rate per annum equal to ten percent (10%),
which principal amount and accrued and unpaid interest thereon shall be
due
and payable on October __, 2006 (the "Expiration Date"); or when declared
due and payable by the Holder (as defined below) upon the occurrence of
an
Event of Default (as defined below).  This Note may not be prepaid, in
whole
or in part, by the Makers, except for the return of funds to the Holder
pursuant to the terms of that certain Convertible Note Purchase Agreement
by
and among the Company and the Senior Lenders thereto, dated October __,
2001, as the same may from time to time be amended, modified or
supplemented
(the "Purchase Agreement") (which return shall be deemed to be a
prepayment
of this Note and applied to principal).  Payment for all amounts due
hereunder shall be made, without set-off, deduction or counterclaim, to
the
registered address of the Holder as set forth on Exhibit A to the
Purchase
Agreement.  This Note is issued pursuant to the Purchase Agreement.
Capitalized terms used but not defined herein shall have the respective
meanings ascribed thereto in the Purchase Agreement.

	The following is a statement of the rights of the Holder and the
conditions to which this Note is subject, and to which the Holder, by the
acceptance of this Note, agrees:

	1.	Definitions.  As used in this Note, the following terms, unless
the context otherwise requires, have the following meanings:

	(i)	"Common Stock" means the Company's common stock, par value
$0.01.

(ii)	"Company" includes any corporation which shall succeed to or
assume the obligations of the Company under this Note.

	(iii)	"Conversion Price" means $0.29167 per share, subject to
adjustment from time to time as set forth in Section 6.

(iv)	"Holder" means at any time the person(s) who shall at such time
be the registered holder(s) of this Note.

	(v)	"Note" means, collectively, this Note and the Notes issued
pursuant to the Purchase Agreement.

	2.	Interest; Default Interest.  The principal outstanding from
time
to time on this Note shall bear interest at a rate per annum equal to ten
percent (10%).  Interest shall be calculated on the basis of actual
number
of days elapsed over a year of 365 days.  Any accrued interest shall be
paid
in arrears by the Makers quarterly on January 15, April 15, July 15 and
October 15 of each calendar year and shall, at the Company's option, be
paid
in cash or in shares of Common Stock valued at the Conversion Price,
provided that payment in shares of Common Stock may not be made if there
exists an Event of Default and that all such payments by the Company
shall
be made pari passu to all holders of Notes issued pursuant to the
Purchase
Agreement.  Except for the return of any funds from Escrow as provided in
the Purchase Agreement, any payment on this Note shall be applied first
to
accrued interest and any remaining balance shall be applied to a
reduction
of the principal hereof.  Upon maturity or acceleration of the amounts
due
hereunder, the unpaid principal shall, after such maturity or
acceleration,
bear interest at two (2%) per month until such time as the principal
balance
shall have been paid in full.

	3.	Events of Default.  If any of the events specified in this
Section
3 shall occur (herein individually referred to as an "Event of Default"),
the Holder may declare the entire principal hereon and accrued and unpaid
interest immediately due and payable by notice in writing to the Makers:

	(i)	Makers shall default in the payment of principal or interest
due
on this Note ten (10) business days after its due date;

	(ii)	Either Maker institutes proceedings to be adjudicated as
bankrupt
or insolvent; the institution of involuntary bankruptcy or insolvency
proceedings against either Maker if such proceedings are not dismissed
within 60 days of commencement; files a petition or answer or consent
seeking reorganization or release under the federal bankruptcy laws or
any
other similar federal or state law; consents to the filing of any such
petition or the appointment of a receiver, liquidator, assignee, trustee
(other than a trustee under a deed of trust or similar instrument) for
any
part of its property; or makes an assignment for the benefit of its
creditors (collectively, a "Bankruptcy"); excluding, however, any
Bankruptcy commenced by the filing of a voluntary petition in bankruptcy
by
the Company pursuant to 11 U.S.C. sub section 101 et seq. (the
"Bankruptcy
Code"), Chapter 11, before March 31, 2002 ( a "Permitted Bankruptcy");

	(iii)	In any Permitted Bankruptcy or any other bankruptcy
proceeding respecting a Maker:

		(a)	The bankruptcy court enters an order dismissing the
Permitted
Bankruptcy or converting the Permitted Bankruptcy from one under Chapter
11
to one under Chapter 7 of the Bankruptcy Code;

		(b)	The bankruptcy court enters an order or orders confirming
a
bankruptcy plan of reorganization in the Bankruptcy other than a
bankruptcy
plan approved by the Senior Lenders in accordance with the Intercreditor
Agreement;

		(c)	The bankruptcy court enters an order granting relief from
or
modifying the automatic stay of sub section 362 of the Bankruptcy Code
with
respect to any obligation or liability of the Company in excess of
$50,000;

		(d)	The bankruptcy court enters an order in the Permitted
Bankruptcy, or in any adversary proceeding or contested matter within the
Permitted Bankruptcy, negating the validity of or modifying or otherwise
altering all or any portion of any of the Transaction Documents (as
defined
in the Purchase Agreement) or any rights, obligations or terms contained
in
the Transaction Documents;

		(e)	The bankruptcy court enters an order authorizing any
debtor
in possession financing to any entity other than the Senior Lenders,
without
the prior written approval of the Senior Lenders in accordance with the
Intercreditor Agreement; or

		(f)	The Bankruptcy Court appoints a trustee to administer the
assets of the bankruptcy estate;

	(iv)	The granting of, the taking of any action which would grant or
create, a lien upon the Collateral securing this Note, except as
permitted
pursuant to the Purchase Agreement;

	(v)	The Transaction Documents shall at any time and for any reason
be
declared null and void or a proceeding be commenced to declare the
Transaction Documents null and void or the Company or the Subsidiary
denies
any of its liability or obligations under the Transaction Documents;

	(vi)	Any security interest granted under the Transaction Documents
shall, for any reason, lapse, fail or cease (except for the lapse of
time)
to be a valid, perfected and attached first priority lien on the
Collateral
or any material portion thereof;

	(vii)	Any representation or warranty made by Company in this
Note
or any of the other Transaction Documents, proves to be incorrect or
misleading in any material respect when made;

	(viii)	The Makers (or either of them) fail in the performance or
observance of any material agreement or covenant contained in, or
otherwise
breaches, this Note or the other Transaction Documents, or an "Event of
Default" by either of the Makers (or either of them) occurs under any
other
Transaction Document;

	(ix)	Any attachment or sequestration of any material portion of the
Collateral if the same is not discharged or bonded within ten (10)
business
days;

	(x)	Any further sale, transfer, assignment, conveyance or grant of
a
security interest in the Collateral without the express written
permission
of the Holders;

	(xi)	Any condemnation, taking or purchase in lieu thereof of all or
any
material part of the Collateral; or

	(xii)	Failure to maintain commercially reasonable liability
insurance consistent with industry practice.

	4.	Security Agreements.  This Note is secured by and entitled to
the
benefits of the Security Agreements and the Purchase Agreement.

	5.	Conversion.

		5.1	Conversion. The principal balance of this Note then
outstanding, and any accrued and unpaid interest thereon, may be
converted
in whole or in part, at the Holder's option into fully paid and
nonassessable shares of Common Stock at any time prior to the Expiration
Date, or at any time after the Expiration Date while any amount of
principal
or interest under the Note remains unpaid.  The number of shares of
Common
Stock into which this Note may be converted shall be determined by
dividing
such outstanding principal amount of this Note and accrued and unpaid
interest thereon by the Conversion Price.

		5.2	Conversion Procedure.  Before the Holder shall be entitled
to
convert this Note into shares of Common Stock, it shall surrender this
Note
at the office of the Company and shall give written notice, in the form
attached as Exhibit A, by mail, postage prepaid, to the Company at its
principal corporate office, of the election to convert the same pursuant
to
this Section 5, and shall state therein the name or names in which the
certificate or certificates for shares of Common Stock are to be issued.
The Company shall, as soon as practicable thereafter, issue and deliver
at
such office to the Holder of this Note a certificate or certificates for
the
number of shares of Common Stock to which the Holder of this Note shall
be
entitled as provided above.  Such conversion shall be deemed to have been
made immediately prior to the close of business on the date of such
surrender of this Note, and the person or persons entitled to receive the
shares of Common Stock issuable upon such conversion shall be treated for
all purposes as the record holder or holders of such shares of Common
Stock
as of such date.

		5.3	Delivery of Stock Certificates.  As promptly as
practicable
after the conversion of this Note, the Company at its expense will issue
and
deliver to the Holder of this Note a certificate or certificates for the
number of full shares of Common Stock issuable upon such conversion.

		5.4	Mechanics and Effect of Conversion.  No fractional shares
of
Common Stock shall be issued upon conversion of this Note.  In lieu of
the
Company issuing any fractional shares to the Holder upon the conversion
of
this Note, the Company shall pay to the Holder the amount of the Note
that
is not so converted in cash.  Upon the conversion of this Note, the
Holder
shall surrender this Note, duly endorsed, and execute and deliver such
other
instruments and agreements as the Company reasonably may require to
comply
with applicable laws, at the principal office of the Company.  At its
expense, the Company shall, as soon as practicable thereafter, issue and
deliver to such Holder a certificate or certificates for the number of
shares of Common Stock to which the Holder shall be entitled upon such
conversion (the "Conversion Securities"), together with a check payable
to
the Holder for any cash amounts for fractional shares as described above
in
this Section and in Section 5.1. The Conversion Securities shall bear
such
legends as are required by the Purchase Agreement and applicable state
and
federal securities laws, in the opinion of counsel to the Company.  Upon
conversion of this Note, the Company shall be forever released from all
its
obligations and liabilities under this Note.

		5.5	Legend.  All Conversion Securities issued upon conversion
of
this Note shall be stamped or imprinted with a legend in substantially
the
following form (in addition to any legend required by state securities
laws):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A
REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES AND
BLUE SKY LAWS RELATING TO THE DISPOSITION OF SECURITIES, PROVIDED THAT
AN OPINION OF COUNSEL TO SUCH EFFECT IS PROVIDED TO THE COMPANY IN
CONNECTION THEREWITH.

6.	Adjustments.  The Conversion Price and the securities issuable
upon conversion of this Note are subject to adjustment from time to time
as
follows:

		6.1.	Merger, Sale of Assets, etc.  If at any time while any
indebtedness is then outstanding under this Note there shall be (i) a
reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which
the
Company is not the surviving entity, or a reverse triangular merger in
which
the Company is the surviving entity but the shares of the Company's
capital
stock outstanding immediately prior to the merger are converted by virtue
of
the merger into other property, whether in the form of securities, cash,
or
otherwise, or (iii) a sale or transfer of the Company's properties and
assets as, or substantially as, an entirety to any other person, then, as
a
part of such reorganization, merger, consolidation, sale or transfer,
lawful
provision shall be made so that the Holder shall thereafter be entitled
to
receive upon conversion of this Note, during the period specified herein
and
the manner provided in Section 5, the number of shares of stock or other
securities or property of the successor corporation resulting from such
reorganization, merger, consolidation, sale or transfer that a Holder
would
have been entitled to receive in such reorganization, consolidation,
merger,
sale or transfer if the then-outstanding principal balance of the Note
had
been converted immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment as
provided in this Section 6.  The constituent documents effecting any such
reorganization, consolidation, sale or transfer shall be as nearly
equivalent as may be practicable to the agreements in this Section 6.1.
The
foregoing provisions of this Section 6.1 shall similarly apply to
successive
reorganizations, consolidations, mergers, sales and transfers and to the
stock or securities of any other corporation that are at the time
receivable
upon the conversion of this Note.  If the per share consideration payable
to
the holder hereof for shares in connection with any such transaction is
in a
form other than cash or marketable securities, then the value of such
consideration shall be determined in good faith by the Company's Board of
Directors.  In all events, appropriate adjustment (as determined in good
faith by the Company's Board of Directors) shall be made in the
application
of the provisions of this Note with respect to the rights and interests
of
the Holder after the transaction, to the end that the provisions of this
Note shall be applicable after that event, as near as reasonably may be,
in
relation to any shares or other property deliverable after that event
upon
conversion of this Note.

		6.2	Reclassification, etc.  If the Company, at any time while
any
indebtedness remains outstanding under this Note, by reclassification of
securities or otherwise, shall change any of the securities as to which
conversion rights under this Note exist into the same or a different
number
of securities of any other class or classes, this Note shall thereafter
represent the right to convert into the kind of securities as would have
been issuable as the result of such change with respect to the securities
that were subject to the conversion rights under this Note immediately
prior
to such reclassification or other change and the Conversion Price
therefor
shall be appropriately adjusted, all subject to further adjustment as
provided in this Section 6.

6.3 	Split, Subdivision or Combination of Stock. If the Company at
any time subdivides (by any stock split, stock dividend or otherwise) its
outstanding Common Stock (or such other securities as this Note is then
convertible into), into a greater number of shares, the Conversion Price
in
effect immediately prior to such subdivision shall be proportionately
reduced, and if the Company at any time combines (by reverse stock split
or
otherwise) its outstanding Common Stock (or such other securities as this
Note is then convertible into) into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination shall be
proportionately increased.

6.4	Adjustments for Dividends in Stock or Other Securities or
Property.  If while any indebtedness remains outstanding under this Note
the
holders of the securities as to which conversion rights under this Note
exist at the time shall have received, or, on or after the record date
fixed
for the determination of eligible shareholders, shall have become
entitled
to receive, without payment therefor, other or additional stock or other
securities or property (other than cash) of the Company by way of
dividend,
then and in each case, this Note shall represent the right to receive, in
addition to the number of shares of the security receivable upon
conversion
of this Note, and without payment of any additional consideration
therefor,
the amount of such other or additional stock or other securities or
property
(other than cash) of the Company that such holder would hold on the date
of
such exercise had it been the holder of record of the security receivable
upon conversion of this Note on the date hereof and had thereafter,
during
the period from the date hereof to and including the date of such
conversion, retained such shares and/or all other additional stock
available
by it as aforesaid during such period, giving effect to all adjustments
called for during such period by the provisions of this Section 6.

6.5	Certain Issuances of Securities.  Subject to 6.7, if the
Company at any time after the date hereof shall issue any additional
shares
of Common Stock (otherwise than as provided in Sections 6.1, 6.2, 6.3 or
6.4) at a price per share less than the Average Price (as hereinafter
defined) per share of Common Stock for the 20 trading days immediately
preceding the date of the authorization of such issuance (the "Market
Price") by the Board of Directors or its compensation committee (as
applicable), then the Conversion Price upon each such issuance shall be
lowered to that price determined by multiplying the Conversion Price by a
fraction:

(i)	the numerator of which shall be the sum of (1) the number of
shares of Common Stock outstanding immediately prior to the issuance of
such
additional shares of Common Stock multiplied by the Market Price, and (2)
the consideration, if any, received by the Company upon the issuance of
such
additional shares of Common Stock, and

(ii)	the denominator of which shall be the Market Price multiplied
by the total number of shares of Common Stock outstanding immediately
after
the issuance of such additional shares of Common Stock.

No adjustments of the Conversion Price shall be made under this Section
6.5
if such adjustment would have lowered the Conversion Price upon the
issuance
of any additional shares of Common Stock that (a) are issued pursuant to
any
grant or award made prior to the date hereof under any thrift plan, stock
purchase plan, stock bonus plan, stock option plan, employee stock
ownership
plan, incentive or profit sharing arrangement or other benefit or
compensation plan for the benefit of the Company's officers, directors
and/or employees ("Employee Benefit Plans") that has been approved by the
Board of Directors of the Company or its compensation committee and that
otherwise would cause an adjustment under this Section 6.5; (b) are
issued
pursuant to any grant or award made on or after the date hereof under any
Employee Benefit Plan if the purchase, option, conversion or exercise
price,
as applicable, of any such issuance is not less than the lesser of the
Market Price as determined above and the "Fair Market Value," as defined
under the applicable Employee Benefit Plan, on the date of Board or
compensation committee authorization; (c) are issued pursuant to any
Common
Stock Equivalent (as hereinafter defined) (x) if upon the issuance of any
such Common Stock Equivalent, any such adjustments shall previously have
been made pursuant to Section 6.6, (y) if no adjustment was required
pursuant to Section 6.6, or (z) if such Common Stock Equivalent was
issued
prior to this Note; (d) are issued pursuant to a public offering by the
Company; or (e) results in an adjustment pursuant to Section 6.7.

As used in this Note, "Price" means the average of the "high" and "low"
prices as reported in The Wall Street Journal's listing for such day or
if
such shares are not reported in such listing, the average of the reported
sales prices on the largest national securities exchange (based on the
aggregate dollar value of securities listed) on which such shares are
listed
or traded, or if such shares are not listed or traded on any national
securities exchange, then the average of the reported sales prices for
such
shares in the over-the-counter market, as reported on the National
Association of Securities Dealers Automated Quotations Systems, or, if
such
prices shall not be reported thereon, then the average of the closing bid
and asked prices so reported, or if such prices shall not be so reported,
then the average of the closing bid and asked prices reported by the
National Quotations Bureau Incorporated, or if such prices shall not be
so
reported, then the fair market value price as determined in good faith by
the Board of Directors of the Company.  The "Average Price" per share for
any period shall be determined by dividing the sum of the Prices
determined
for the individual trading days in such period by the number of trading
days
in such period.

6.5	Common Stock Equivalents.

(a)	Subject to Section 6.7, if the Company shall, after the date
hereof, issue any security or evidence of indebtedness which is
convertible
into or exchangeable for Common Stock ("Convertible Security"), or any
warrant, option or other right to subscribe for or purchase Common Stock
or
any Convertible Security, other than pursuant to Employee Benefit Plans
(together with Convertible Securities, "Common Stock Equivalent"), then
the
Conversion Price upon each such issuance shall be adjusted as provided in
Section 6.5 on the basis that (i) the maximum number of additional shares
of
Common Stock issuable pursuant to all such Common Stock Equivalents shall
be
deemed to have been issued as of the date of issuance of such Common
Stock
Equivalent; and (ii) the aggregate consideration for such maximum number
of
additional shares of Common Stock shall be deemed to be the minimum
consideration received and receivable by the Company for the issuance of
such additional shares of Common Stock pursuant to such Common Stock
Equivalent.

(b)	Notwithstanding the foregoing, no adjustment shall be made
pursuant to this Section 6.6 unless the consideration received and
receivable by the Company per share of Common Stock for the issuance of
such
additional shares of Common Stock pursuant to such Common Stock
Equivalent
is less than the Market Price.  No adjustment of the Conversion Price
shall
be made under this Section 6.6 upon the issuance of any Convertible
Security
which is issued pursuant to the conversion or exercise of any other
Convertible Security or the exercise of any warrants or other
subscription
or purchase rights therefor, if any adjustment shall previously have been
made in the Conversion Price then in effect upon the issuance of such
warrants or other rights pursuant to this Section 6.6.  No adjustment
shall
be made under this Section 6.6 if an adjustment is to be made under
Section
6.7.  No adjustment shall be made as a result of adjustment in the
exercise
or conversion price of Common Stock Equivalents, if those adjustments
occur
by the terms of such Common Stock Equivalents.

6.7	Special Adjustments of Conversion Price.  Notwithstanding
anything to the contrary in Section 6.5 or Section 6.6, this Section 6.7
shall govern adjustments to the Conversion Price for the transaction
described in this Section 6.7.

(a)	If at any time after the date hereof and prior the second
anniversary of the date hereof the Company shall issue any additional
shares
of Common Stock (otherwise than as provided in Sections 6.1, 6.2, 6.3 and
6.4; pursuant to any Employee Benefit Plan; or pursuant to any Common
Stock
Equivalent outstanding as of the date hereof) or upon the issuance of any
such Common Stock, any adjustments shall previously have been made
pursuant
to Section 6.6 or Section 6.7(b); and the New Stock Issue Price (defined
below) of such additional shares is less than the Conversion Price then
in
effect, then the Conversion Price upon each such issuance shall be
adjusted
to the New Stock Issue Price of such additional shares.  The "New Stock
Issue Price" shall be determined by dividing the total amount of
consideration received by the Company for such issue or sale by the
number
of shares of Common Stock issued or sold.

(b)	If at any time after the date hereof and prior to the second
anniversary of the date hereof, the Company issues any Common Stock
Equivalent (which by definition excludes Employee Benefit Plan
securities)
(otherwise than as provided in Sections 6.1, 6.2, 6.3 and 6.4; or
pursuant
to any Common Stock Equivalent outstanding as of the date hereof) and the
New CSE Conversion Price (defined below) of such Common Stock Equivalents
is
less than the Conversion Price then in effect, then the Conversion Price
upon each such issuance shall be adjusted to the New CSE Conversion Price
of
such Common Stock Equivalents.  The "New CSE Conversion Price" shall be
determined by dividing (x) the total amount, if any, received or
receivable
by the Company as consideration for the issuance of such Common Stock
Equivalents, plus the minimum aggregate amount of additional
consideration
payable to the Company upon the exercise, conversion or exchange of such
Common Stock Equivalents, plus, in the case of any such Common Stock
Equivalents which relate to Convertible Securities, the minimum aggregate
amount of additional consideration, if any, payable to the Company upon
the
conversion or exchange of such Convertible Securities, by (y) the total
maximum number of shares of Common Stock issuable upon the exercise,
conversion or exchange of all such Common Stock Equivalents.

		6.8	Certificate as to Adjustments.  Upon the occurrence of
each
adjustment or readjustment pursuant to this Section 6, the Company at its
expense shall promptly compute such adjustment or readjustment in
accordance
with the terms hereof and furnish to each Holder of this Note a
certificate
setting forth such adjustment or readjustment and showing in detail the
facts upon which such adjustment or readjustment is based.  The Company
shall, upon the written request, at any time, of any such Holder, furnish
or
cause to be furnished to such Holder a like certificate setting forth:
(i)
such adjustments and readjustments; (ii) the Conversion Price at the time
in
effect; and (iii) the amount, if any, of other property that at the time
would be received upon the conversion of the Note.

		6.9	No Impairment.  The Company will not, by any 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
Section 6 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 Note
against impairment.

		6.10	Miscellaneous.  The following provisions shall be
applicable
to the making of adjustments in the Conversion Price hereinbefore
provided
in this Section 6:

(a)	The consideration received by the Company shall be deemed to be the
following:  (i) to the extent that any additional shares of Common Stock
or
any Common Stock Equivalent shall be issued for cash consideration, the
consideration received by the Company therefor, or, if such additional
shares of Common Stock or Common Stock Equivalent are offered by the
Company
for subscription, the subscription price, or, if such additional shares
of
Common Stock or Common Stock Equivalent are sold to underwriters or
dealers
for public offering without a subscription offering, the initial public
offering price, in any such case excluding any amounts paid or receivable
for accrued interest or accrued dividends and without deduction of any
compensation, discounts, commissions or expenses paid or incurred by the
Company for and in the underwriting of, or otherwise in connection with,
the
issuance thereof; (ii) to the extent that such issuance shall be for a
consideration other than cash, then, except as herein otherwise expressly
provided, the fair value of such consideration at the time of such
issuance
as determined in good faith by the Board of Directors, as evidenced by a
certified resolution of the Board of Directors delivered to the holder of
this Note setting forth such determination.  The consideration for any
additional shares of Common Stock issuable pursuant to any Common Stock
Equivalent shall be the consideration received by the Company for issuing
such Common Stock Equivalent, plus the additional consideration payable
to
the Company upon the exercise, conversion or exchange of such Common
Stock
Equivalent.  In case of the issuance at any time of any additional shares
of
Common Stock or Common Stock Equivalent in payment or satisfaction of any
dividend upon any class of stock other than Common Stock, the Company
shall
be deemed to have received for such additional shares of Common Stock or
Common Stock Equivalent (which shall not be deemed to be a dividend
payable
in, or other distribution of, Common Stock under Section 6.4 above)
consideration equal to the amount of such dividend so paid or satisfied.
In
the event additional shares of Common Stock or Common Stock Equivalents
are
issued together with other shares or securities or other assets of the
Company or its subsidiaries for consideration which covers both, the
consideration for such shares of Common Stock and Common Stock
Equivalents
shall be computed based on the respective portions of such consideration
so
received, computed as provided in this Section 6.10(a), as determined and
allocated in good faith by the Board of Directors of the Company.

		(b)	Upon the expiration of the right to convert, exchange or
exercise any Common Stock Equivalent the issuance of which effected an
adjustment in the Conversion Price, if any such Common Stock Equivalent
shall not have been converted, exercised or exchanged, the number of
shares
of Common Stock deemed to be issued and outstanding because they were
issuable upon conversion, exchange or exercise of any such Common Stock
Equivalent shall no longer be computed as set forth above, and the
Conversion Price shall forthwith be readjusted and thereafter be the
price
which it would have been (but reflecting any other adjustments in the
Conversion Price made pursuant to the provisions of Section 6.5 after the
issuance of such Common Stock Equivalent) had the adjustment of the
Conversion Price made upon the issuance or sale of such Common Stock
Equivalent been made on the basis of the issuance only of the number of
additional shares of Common Stock actually issued upon exercise,
conversion
or exchange of such Common Stock Equivalent and thereupon only the number
of
additional shares of Common Stock actually so issued shall be deemed to
have
been issued and only the consideration actually received by the Company
(computed as in this Section 6.10(b)), shall be deemed to have been
received
by the Company.

		(c)	The number of shares of Common Stock at any time
outstanding
shall not include any shares thereof then directly or indirectly owned or
held by or for the account of the Company or its wholly owned
subsidiaries.

		(d)	Upon each adjustment of the Conversion Price as a result
of
the calculations made in Sections 6.5, 6.6 and 6.7 hereof, this Note
shall
thereafter evidence the right to purchase, at the adjusted Conversion
Price,
that number of shares of Common Stock obtained by (i) multiplying the
number
of shares covered by this Note immediately prior to such adjustment of
the
number of shares by the Conversion Price in effect immediately prior to
such
adjustment of the Conversion Price and (ii) dividing the product so
obtained
by the Conversion Price in effect immediately after such adjustment of
the
Conversion Price.

		(e)	For the purpose of this Section 6, the term "shares of
Common
Stock" shall mean shares of (i) the class of stock designated as the
Common
Stock at the date hereof or (ii) any other class of stock resulting from
successive changes or reclassifications of such shares consisting solely
of
changes in par value, or from par value to no par value, or from no par
value to par value.  If at any time, because of an adjustment pursuant to
Section 6.1, the Notes shall entitle the holders to purchase any
securities
other than shares of Common Stock, thereafter the number of such other
securities so purchasable upon exercise of each Note and the Conversion
Price of such securities shall be subject to adjustment from time to time
in
a manner and on terms as nearly equivalent as practicable to the
provisions
with respect to the Common Stock contained in this Section 6.

		6.11	Calculation of Conversion Price.  The Conversion Price in
effect from time to time shall be calculated to four decimal places and
rounded to the nearest thousandth.

	7.	Representations; Covenants.

		(a)	The Company represents and warrants that all shares of
Common
Stock into which this Note may be converted shall, upon issuance, be duly
authorized, validly issued, fully paid and nonassessable, and free of any
liens and encumbrances except for restrictions on transfer provided for
herein or under applicable federal and state securities laws.

		(b)	The Company covenants that from the date of issuance and
so
long as any indebtedness is outstanding on this Note, the Company will
reserve from its authorized and unissued Common Stock a sufficient number
of
shares to provide for the issuance of Common Stock upon the conversion of
this Note and thereafter, from time to time, will take all steps
necessary
to amend its Articles of Incorporation (the "Articles") to provide
sufficient reserves of shares of Common Stock issuable upon conversion of
this Note.  The Company agrees that its issuance of this Note shall
constitute full authority to its officers who are charged with the duty
of
executing stock certificates to execute and issue the necessary
certificates
for shares of Common Stock upon the conversion of this Note.

	8.	Adjustment Notices.  In case:

	(i)	the Company shall take a record of the holders of its Common
Stock
(or other stock or securities at the time receivable upon the conversion
of
this Note) for the purpose of entitling them to receive any dividend or
other distribution, or any right to subscribe for or purchase any shares
of
stock of any class or any other securities, or to receive any other
right,
or

	(ii)	of any capital reorganization of the Company, any
reclassification
of the capital stock of the Company, any consolidation or merger of the
Company with or into another corporation, or any conveyance of all or
substantially all of the assets of the Company to another corporation, or

	(iii)	of any voluntary dissolution, liquidation or winding-up of
the Company,

then, and in each such case, the Company will mail or cause to be mailed
to
the Holder or Holders a notice specifying, as the case may be, (A) the
date
on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such
dividend, distribution or right, or (B) the date on which such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up is to take place, and the time, if
any is to be fixed, as of which the holders of record of Common Stock (or
such stock or securities at the time receivable upon the conversion of
this
Note) shall be entitled to exchange their shares of Common Stock (or such
other stock or securities) for securities or other property deliverable
upon
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up.  Such notice shall be mailed at
least fifteen (15) days prior to the date therein specified.

9.	Remedies.  If an Event of Default shall have occurred, the Holder
shall, at its option, have the following remedies:

	(i)	The Holder may declare the principal of and interest on this
Note
and all other amounts due thereunder to be immediately due and payable;

	(ii)	The Holder may terminate the Company's option granted under
Section 2 hereof to pay amounts due hereunder in the Common Stock of the
Company valued at the Conversion Price;

	(iii)	The Holder may request, and the Makers shall not object
to,
relief from the automatic stay of the Bankruptcy Code allowing the Holder
to
foreclose on the Collateral; and

	(iv)	Holder may immediately assert all rights and remedies allowed
at
law or in equity with respect to the Collateral, including, without
limitation, commencement of proceedings to foreclose its security
interests
in the Collateral and any judicial and non-judicial sales of the same,
provided that at any such foreclosure sale, the Holder may become the
purchaser and credit the amount due hereunder against the sales price
thereof after deducting therefrom all expenses of sale and any
proceedings.

	10.	Assignment. Subject to the restrictions on transfer described
in
Section 12 below, the rights and obligations of the Makers and the Holder
of
this Note shall be binding upon and benefit the successors, assigns,
heirs,
administrators and transferees of the parties.

	11.	Waiver, Amendment and Consent. Any provision of this Note may
be
waived or amended, and any consent, approval or other action (each a
"Consent") of the holders of the Notes may be taken, with the written
consent of the Makers and the Holders (under the terms and in the manner
set
forth in the Intercreditor Agreement). No waivers of, or exceptions to,
any
term, condition or provision of this Note, in any one or more instances,
shall be deemed to be, or construed as, a further or continuing waiver of
any such term, condition or provision. For the purposes of this Note, no
course of dealing between or among any of the parties hereto and no delay
on
the part of any party hereto in exercising any rights hereunder or
thereunder shall operate as a waiver of the rights hereof and thereof.

	12.	Transfer of this Note or Conversion Securities.  With respect
to
any offer, sale or other disposition of this Note or Conversion
Securities,
the Holder will give written notice to the Company prior thereto,
describing
briefly the manner thereof, together with a written opinion of such
Holder's
counsel, to the effect that such offer, sale or other disposition may be
effected without registration or qualification (under any federal or
state
law then in effect).  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 offer, sell
or
otherwise dispose of this Note or such securities, all in accordance with
the terms of the notice delivered to the Company.  If a determination has
been made pursuant to this Section 12 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.  Each
Note thus transferred and each certificate representing the securities
thus
transferred shall bear a legend as to the applicable restrictions on
transferability in order to ensure compliance with the Securities Act of
1933, as amended (the "Act"), unless in the opinion of counsel for the
Company such legend is not required in order to ensure compliance with
the
Act.  The Company may issue stop transfer instructions to its transfer
agent
in connection with such restrictions.  Furthermore, the Holder agrees
that
the Warrant shall be subject to the transfer limitations set forth
herein.

13.	Notices.  Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been
duly given if personally delivered or if mailed by registered or
certified
mail, postage prepaid and return receipt requested, or by overnight
courier
providing receipt of delivery, at the respective addresses of the parties
as
set forth in the Subscription Agreement. Any party hereto may by notice
so
given change its address for future notice hereunder. Notice shall
conclusively be deemed to have been given when personally delivered, five
(5) days after being sent by registered or certified mail, or two (2)
business days after being sent by overnight delivery, in the manner set
forth above.  Except as otherwise provided in this Note as to notices,
the
undersigned and all endorsers and all persons liable or to become liable
on
this Note waive presentment, demand, protest and notice of demand,
protest
and nonpayment.

	14.	No Shareholder Rights.  Nothing contained in this Note shall be
construed as conferring upon the Holder or any other person the right to
vote or to consent or to receive notice as a shareholder in respect of
meetings of shareholders for the election of directors of the Company or
any
other matters or any rights whatsoever as a shareholder of the Company;
and
no dividends or interest shall be payable or accrued in respect of this
Note
or the interest represented hereby or the Conversion Securities
obtainable
hereunder until, and only to the extent that, this Note shall have been
converted.  In the event of any action to enforce payment of this Note,
the
Holder shall be entitled to the reasonable costs of collection, including
attorneys' fees and expenses, in addition to all other relief to which
the
Holder may be entitled.

15.	Attorneys' Fees.  In addition to any other sums payable hereunder,
the Makers shall pay to the Holder the amount of any reasonable attorneys
fees and related costs (including without limitation expert witness fees,
if
any) incurred by Holder (i) in connection with any demands, proceedings
or
efforts (whether or not legal proceedings are commenced) to enforce or
modify the terms of this Note, or any of the Transaction Documents and
(ii)
in connection with any action or proceeding (including any Bankruptcy
proceeding) which affects the  Makers (or either of them), the Collateral
or
title thereto or the interest of Holder therein.  Any amounts incurred by
Holder for the foregoing purposes, or any of them, shall be due and
payable
by the Makers upon demand, and if not paid upon such demand, shall be
added
to the principal balance of this Note and shall bear interest from the
date
of disbursement at the rate stated in the Note and constitute a part of
the
indebtedness secured by the Security Agreements securing this Note.

16.	Governing Law. This Note shall be construed and enforced according
to, and governed by, the laws of the State of Washington without
reference
to conflicts of laws provisions which, but for this provision, would
require
the application of the law of any other jurisdiction.  The venue of any
action brought to interpret or enforce the provisions of this Note shall
be
laid only in Jefferson County, Colorado, and the Makers and the Holder
hereby consent to the jurisdiction of the courts of such state and
county.

ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER
WASHINGTON LAW.

						THE COMPANY:

CROWN RESOURCES CORPORATION

By:____________________________________
	Xxxxxxxxxxx X. Herald
	Its:  President


CROWN RESOURCE CORP. OF COLORADO

By:____________________________________
	Xxxxxxxxxxx X. Herald
	Its: President


Signed for Identification:

HOLDER

_______________________________



EXHIBIT A

NOTICE OF CONVERSION

(To Be Signed Only Upon Conversion of Note)


TO CROWN RESOURCES CORPORATION


	The undersigned, the holder of the foregoing Note, hereby surrenders
such Note for conversion into shares of Common Stock of Crown Resources
Corporation, to the extent of $________ unpaid principal amount and $
___________ unpaid interest of such Note, and requests that the
certificates
for such shares be issued in the name of, and delivered to,
_________________________, whose address is
_____________________________________________________.

	Dated:  _________________________



(Signature must conform in all respects
to name of holder as specified on the
face of the Note)

____________________________________
		(Address)



FORM OF SOLITARIO WARRANT
WARRANT

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES
OR
BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR
OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH
RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2)
PURSUANT
TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT AND UNDER
APPLICABLE STATE SECURITIES AND BLUE SKY LAWS RELATING TO THE DISPOSITION
OF
SECURITIES, PROVIDED THAT AN OPINION OF COUNSEL TO SUCH EFFECT IS
PROVIDED
TO THE COMPANY IN CONNECTION THEREWITH.


No. S-1


CROWN RESOURCES CORPORATION
WARRANT TO PURCHASE COMMON STOCK

	This certifies that, for value received, Solitario Resources
Corporation, a Colorado corporation, or its registered assigns
("Holder"),
is entitled, subject to the terms set forth below, to purchase from Crown
Resources Corporation, a Washington corporation (the "Company"), up to
1,200,000 shares of the Company's common stock, par value $0.01 ("Common
Stock") for the Exercise Price set forth in Section 2.  The term
"Warrant"
means this warrant, which is one of a series of warrants issued for the
Common Stock of the Company under the terms of the Purchase Agreement,
and
any warrants delivered in substitution therefor as provided herein, and
the
term "Warrants" means all warrants issued for the Common Stock of the
Company under the terms of that certain Convertible Note Purchase
Agreement,
dated as of October ____, 2001, by and among the Company, the Holder and
certain other purchasers of Notes (the "Purchase Agreement").  Any terms
used herein without definition shall have the meaning given them in the
Purchase Agreement.

	1.	Term of Warrant.  Subject to the terms and conditions set forth
herein, this Warrant shall be exercisable, in whole or in part, at any
time
until 5:00 p.m., Mountain time, on October ___, 2006, and shall be void
thereafter.

	2.	Exercise Price.  The Exercise Price of this Warrant shall be
$0.60
per share, as adjusted from time to time pursuant to Section 11 hereof.

	3.	Exercise of Warrant.

(a)	The purchase rights represented by this Warrant are
exercisable by the Holder, in whole or in part, at any time during the
term
hereof as described in Section 1 above, by the surrender of this Warrant
and
the Notice of Exercise attached hereto duly completed and executed on
behalf
of the Holder, at the office of the Company (or such other office or
agency
of the Company as it may designate by notice in writing to the Holder at
the
address of the Holder appearing on the books of the Company), upon
payment
of the Exercise Price with respect to the shares to be purchased (i) in
cash
or by check acceptable to the Company, or (ii) in such other manner as
the
Holder and the Company may agree, as set forth in Holder's Notice of
Exercise as acknowledged and accepted by the Company.

		(b) 	This Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of its surrender
for
exercise as provided above, and the person entitled to receive the shares
of
Common Stock issuable upon such exercise shall be treated for all
purposes
as the holder of record of such shares as of the close of business on
such
date.  As promptly as practicable on or after such date and in any event
within ten (10) days thereafter, the Company at its expense shall issue
and
deliver to the person or persons entitled to receive the same a
certificate
or certificates for the number of shares issuable upon such exercise and,
if
this Warrant has not been fully exercised and has not expired, a new
Warrant
representing the shares of Common Stock not so acquired.

(c)	Notwithstanding any provisions herein to the contrary, if the
fair market value of one share of Common Stock is greater than the
Exercise
Price (at the date of calculation as set forth below), in lieu of
exercising
this Warrant for cash, the Holder may elect to receive shares equal to
the
value (as determined below) of the portion of this Warrant then being
exercised by surrender of this Warrant at the principal office of the
Company together with the properly endorsed Notice of Exercise and notice
of
such election, in which event the Company shall issue to the Holder a
number
of shares of Common Stock computed using the following formula:
X = Y (A-B)
             A

Where	X = the number of shares of Common Stock to be
			issued to the Holder

	Y = the number of shares of Common Stock
				for
which this Warrant is being exercised

A = the fair market value of one share of the
Company's Common Stock (at the date of such
calculation)

B = the per share Exercise Price

For purposes of the above calculation, fair market value of one share of
Common Stock shall be the closing price or, if the closing price is not
available, the average of the closing bid and ask prices of the Company's
Common Stock as traded on the OTC Bulletin Board or other public market
on
the date of the exercise or if there is no public market for the
Company's
Common Stock at the time of such exercise, as determined by the Company's
Board of Directors in good faith.

	4.	No Fractional Shares.  No fractional shares shall be issued
upon
the exercise of this Warrant. In lieu of any fractional share to which
the
Holder would otherwise be entitled, the Company shall make a cash payment
equal to the fair market value of one share of the Company's Common Stock
multiplied by such fraction.

	5.	Replacement of Warrant.  On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation
of
this Warrant and, in the case of loss, theft or destruction, on delivery
of
an indemnity agreement reasonably satisfactory in form and substance to
the
Company or, in the case of mutilation, on surrender and cancellation of
this
Warrant, the Company at its expense shall execute and deliver, in lieu of
this Warrant, a new warrant of like tenor and amount.

	6.	Rights of Shareholders.  Subject to Sections 9 and 11 of this
Warrant, the Holder shall not be entitled to vote or receive dividends or
be
deemed the holder of Common Stock or any other securities of the Company
that 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,
as
such, any of the rights of a shareholder of the Company or any right to
vote
for the election of directors or upon any matter submitted to
shareholders
at any meeting thereof, or to give or withhold consent to any corporate
action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, or change of stock to no
par
value, consolidation, merger, conveyance, or otherwise) or to receive
notice
of meetings, or to receive dividends or subscription rights or otherwise,
until the Warrant shall have been exercised as provided herein.

7.	Transfer of Warrant.

(a)	Warrant Register.  The Company will maintain a register (the
"Warrant Register") containing the names and addresses of the Holder or
Holders.  Any Holder of this Warrant or any portion thereof may change
his
or her address as shown on the Warrant Register by written notice to the
Company requesting such change.  Any notice or written communication
required or permitted to be given to the Holder may be delivered or given
by
mail to such Holder as shown on the Warrant Register and at the address
shown on the Warrant Register.  Until this Warrant is transferred on the
Warrant Register of the Company, the Company may treat the Holder as
shown
on the Warrant Register as the absolute owner of this Warrant for all
purposes, notwithstanding any notice to the contrary.

(b)	Transferability and Nonnegotiability of Warrant.  This Warrant may
not be transferred or assigned in whole or in part without compliance
with
all applicable federal and state securities laws by the transferor and
the
transferee (including the delivery of investment representation letters
and
legal opinions reasonably satisfactory to the Company, if such are
requested
by the Company).  Subject to the provisions of this Warrant with respect
to
compliance with the Securities Act of 1933, as amended (the "Act"), title
to this Warrant may be transferred by endorsement (by the Holder
executing
the Assignment Form annexed hereto) and delivery in the same manner as a
negotiable instrument transferable by endorsement and delivery.

(c)	Exchange of Warrant Upon a Transfer.  On surrender of this Warrant
for exchange, properly endorsed on the Assignment Form and subject to the
provisions of this Warrant with respect to compliance with the Act and
with
the limitations on assignments and transfers contained in this Section 7,
the Company at its expense shall issue to or on the order of the Holder a
new warrant or warrants of like tenor, in the name of the Holder or as
the
Holder (on payment by the Holder of any applicable transfer taxes) may
direct, for the number of shares issuable upon exercise hereof.

(d)	Compliance with Securities Laws.

		(i) 	The Holder of this Warrant, by acceptance hereof,
acknowledges that this Warrant and the shares of Common Stock to be
issued
upon exercise hereof are being acquired solely for the Holder's own
account
and not as a nominee for any other party, and for investment, and that
the
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 that will not result in a violation of the Act or any state
securities laws.  Upon exercise of this Warrant, the Holder shall, if
requested by the Company, confirm in writing, in a form satisfactory to
the
Company, that the shares of Common Stock so purchased are being acquired
solely for the Holder's own account and not as a nominee for any other
party, for investment, and not with a view toward distribution or resale.

		(ii) 	This Warrant and all shares of Common Stock issued
upon
exercise hereof shall be stamped or imprinted with a legend in
substantially
the following form (in addition to any legend required by state
securities
laws):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A
REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES AND
BLUE SKY LAWS RELATING TO THE DISPOSITION OF SECURITIES, PROVIDED THAT
AN OPINION OF COUNSEL TO SUCH EFFECT IS PROVIDED TO THE COMPANY IN
CONNECTION THEREWITH.

	8.	Representations; Covenants.

	(a)	The Company represents and warrants that all shares of Common
Stock which may be issued upon the exercise of the purchase right
represented by this Warrant shall, upon issuance, be duly authorized,
validly issued, fully paid and nonassessable, and free of any liens and
encumbrances except for restrictions on transfer provided for herein or
under applicable federal and state securities laws.

(b)	The Company covenants that from the date of issuance and through
the term during which this Warrant is exercisable, the Company will
reserve
from its authorized and unissued Common Stock a sufficient number of
shares
to provide for the issuance of Common Stock upon the exercise of this
Warrant and thereafter, from time to time, will take all steps necessary
to
amend its Articles of Incorporation (the "Articles") to provide
sufficient
reserves of shares of Common Stock issuable upon exercise of the Warrant.
The Company agrees that its issuance of this Warrant shall constitute
full
authority to its officers who are charged with the duty of executing
stock
certificates to execute and issue the necessary certificates for shares
of
Common Stock upon the exercise of this Warrant.

	9.	Notices.

	(a) 	Whenever the Exercise Price or number of shares purchasable
hereunder shall be adjusted pursuant to Section 11 hereof, the Company
shall
issue a certificate signed by its Secretary setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment,
the method by which such adjustment was calculated, and the Exercise
Price
and number of shares purchasable hereunder after giving effect to such
adjustment, and shall cause a copy of such certificate to be mailed (by
registered or certified mail, postage prepaid and return receipt
requested)
to the Holder of this Warrant.

	(b) 	In case:

		(i) 	the Company shall take a record of the holders of its
Common
Stock (or other stock or securities at the time receivable upon the
exercise
of this Warrant) for the purpose of entitling them to receive any
dividend
or other distribution, or any right to subscribe for or purchase any
shares
of stock of any class or any other securities, or to receive any other
right, or

		(ii) 	of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation
or
merger of the Company with or into another corporation, or any conveyance
of
all or substantially all of the assets of the Company to another
corporation, or

		(iii)	of any voluntary dissolution, liquidation or winding-
up
of the Company,

then, and in each such case, the Company will mail or cause to be mailed
to
the Holder or Holders a notice specifying, as the case may be, (A) the
date
on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such
dividend, distribution or right, or (B) the date on which such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up is to take place, and the time, if
any is to be fixed, as of which the holders of record of Common Stock (or
such stock or securities at the time receivable upon the exercise of this
Warrant) shall be entitled to exchange their shares of Common Stock (or
such
other stock or securities) for securities or other property deliverable
upon
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up.  Such notice shall be mailed at
least fifteen (15) days prior to the date therein specified.

	(c)	All such notices and communications shall be deemed to have
been
received (i) in the case of personal delivery, on the date of such
delivery
and (ii) in the case of mailing, on the fifth business day following the
date of such mailing.

	10.	Amendments and Waiver. Any provision of this Warrant may be
amended or waived with the written consent of the Company and the holders
of
Warrants representing not less than a majority of the shares of Common
Stock
issuable upon exercise of any and all outstanding Warrants.  Any
amendment
effected in accordance with this Section 10 shall be binding upon each
Holder of any of the Warrants, each future Holder, and the Company;
provided, however, that no special consideration or inducement may be
given
to any such Holder in connection with such consent that is not given
ratably
to all such Holders, and that such amendment must apply to all such
Holders
equally and ratably in accordance with the number of shares of Common
Stock
issuable upon exercise of their Warrants.  The Company shall promptly
give
notice to all Holders of Warrants of any amendment effected in accordance
with this Section 10. No waivers of, or exceptions to, any term,
condition
or provision of this Warrant, in any one or more instances, shall be
deemed
to be, or construed as, a further or continuing waiver of any such term,
condition or provision. No waivers of, or exceptions to, any term,
condition
or provision of this Warrant, in any one or more instances, shall be
deemed
to be, or construed as, a further or continuing waiver of any such term,
condition or provision.

	11.	Adjustments.  The Exercise Price and the number of shares
purchasable hereunder are subject to adjustment from time to time as
follows:

		11.1.	Merger, Sale of Assets, etc.  If at any time while
this
Warrant is outstanding and unexpired there shall be (i) a reorganization
(other than a combination, reclassification, exchange or subdivision of
shares otherwise provided for herein), (ii) a merger or consolidation of
the
Company with or into another corporation in which the Company is not the
surviving entity, or a reverse triangular merger in which the Company is
the
surviving entity but the shares of the Company's capital stock
outstanding
immediately prior to the merger are converted by virtue of the merger
into
other property, whether in the form of securities, cash, or otherwise, or
(iii) a sale or transfer of the Company's properties and assets as, or
substantially as, an entirety to any other person, then, as a part of
such
reorganization, merger, consolidation, sale or transfer, lawful provision
shall be made so that the holder of this Warrant shall thereafter be
entitled to receive upon exercise of this Warrant, during the period
specified herein and upon payment of the Exercise Price then in effect,
the
number of shares of stock or other securities or property of the
successor
corporation resulting from such reorganization, merger, consolidation,
sale
or transfer that a holder of the shares deliverable upon exercise of this
Warrant would have been entitled to receive in such reorganization,
consolidation, merger, sale or transfer if this Warrant had been
exercised
immediately before such reorganization, merger, consolidation, sale or
transfer, all subject to further adjustment as provided in this Section
11.
 The constituent documents effecting any such reorganization,
consolidation,
sale or transfer shall provide for adjustments that shall be as nearly
equivalent as may be practicable to the agreements in this Section 11.1.
The foregoing provisions of this Section 11.1 shall similarly apply to
successive reorganizations, consolidations, mergers, sales and transfers
and
to the stock or securities of any other corporation that are at the time
receivable upon the exercise of this Warrant.  If the per share
consideration payable to the holder hereof for shares in connection with
any
such transaction is in a form other than cash or marketable securities,
then
the value of such consideration shall be determined in good faith by the
Company's Board of Directors.  In all events, appropriate adjustment (as
determined in good faith by the Company's Board of Directors) shall be
made
in the application of the provisions of this Warrant with respect to the
rights and interests of the Holder after the transaction, to the end that
the provisions of this Warrant shall be applicable after that event, as
near
as reasonably may be, in relation to any shares or other property
deliverable after that event upon exercise of this Warrant.

		11.2	Reclassification, etc.  If the Company, at any time while
this Warrant, or any portion hereof, remains outstanding and unexpired by
reclassification of securities or otherwise, shall change any of the
securities as to which purchase rights under this Warrant exist into the
same or a different number of securities of any other class or classes,
this
Warrant shall thereafter represent the right to acquire such number and
kind
of securities as would have been issuable as the result of such change
with
respect to the securities that were subject to the purchase rights under
this Warrant immediately prior to such reclassification or other change
and
the Exercise Price therefor shall be appropriately adjusted, all subject
to
further adjustment as provided in this Section 11.

		11.3 	Split, Subdivision or Combination of Stock.  If the
Company at any time while this Warrant, or any portion hereof, remains
outstanding and unexpired shall split, subdivide or combine the
securities
as to which purchase rights under this Warrant exist, into a different
number of securities of the same class, the number of securities for
which
this Warrant may be exercised shall be proportionately increased in the
case
of a split or subdivision or proportionately decreased in the case of a
combination and the Exercise Price therefor shall be proportionately
decreased in the case of a split or subdivision or proportionately
increased
in the case of a combination, all subject to further adjustment as
provided
in this Section 11.

		11.4	Adjustments for Dividends in Stock or Other Securities or
Property.  If while this Warrant remains outstanding and unexpired the
holders of the securities as to which purchase rights under this Warrant
exist at the time shall have received, or, on or after the record date
fixed
for the determination of eligible shareholders, shall have become
entitled
to receive, without payment therefor, other or additional stock or other
securities or property (other than cash) of the Company by way of
dividend,
then and in each case, this Warrant shall represent the right to acquire,
in
addition to the number of shares of the security receivable upon exercise
of
this Warrant, and without payment of any additional consideration
therefor,
the amount of such other or additional stock or other securities or
property
(other than cash) of the Company that such holder would hold on the date
of
such exercise had it been the holder of record of the security receivable
upon exercise of this Warrant on the date hereof and had thereafter,
during
the period from the date hereof to and including the date of such
exercise,
retained such shares and/or all other additional stock available by it as
aforesaid during such period, giving effect to all adjustments called for
during such period by the provisions of this Section 11.

		11.5	Certain Issuances of Securities.  Subject to Section 11.7,
if
the Company at any time after the date hereof shall issue any additional
shares of Common Stock (otherwise than as provided in Sections 11.1,
11.2,
11.3 or 11.4) at a price per share less than the Average Price (as
hereinafter defined) per share of Common Stock for the 20 trading days
immediately preceding the date of the authorization of such issuance (the
"Market Price") by the Board of Directors or its compensation committee
(as
applicable), then the Exercise Price upon each such issuance shall be
adjusted to that price determined by multiplying the Exercise Price by a
fraction:

		(i)	the numerator of which shall be the sum of (1) the number
of
shares of Common Stock outstanding immediately prior to the issuance of
such
additional shares of Common Stock multiplied by the Market Price, and (2)
the consideration, if any, received by the Company upon the issuance of
such
additional shares of Common Stock, and

		(ii)	the denominator of which shall be the Market Price
multiplied
by the total number of shares of Common Stock outstanding immediately
after
the issuance of such additional shares of Common Stock.

No adjustments of the Exercise Price shall be made under this Section
11.5
upon the issuance of any additional shares of Common Stock that (a) are
issued pursuant to any grant or award made prior to the date hereof under
any thrift plan, stock purchase plan, stock bonus plan, stock option
plan,
employee stock ownership plan, incentive or profit sharing arrangement or
other benefit or compensation plan for the benefit of the Company's
officers, directors and/or employees ("Employee Benefit Plans") that has
been approved by the Board of Directors of the Company or its
compensation
committee and that otherwise would cause an adjustment under this Section
11.5; (b) are issued pursuant to any grant or award made on or after the
date hereof under any Employee Benefit Plan if the purchase, option,
conversion or exercise price, as applicable, of any such issuance is not
less than the lesser of the Market Price as determined above and the
"Fair
Market Value", as defined under the applicable Employee Benefit Plan, on
the
date of the Board of Directors' or compensation committee's
authorization;
(c) are issued pursuant to any Common Stock Equivalent (as hereinafter
defined) (x) if upon the issuance of any such Common Stock Equivalent,
any
such adjustments shall previously have been made pursuant to Section
11.6,
(y) if no adjustment was required pursuant to Section 11.6, or (z) if
such
Common Stock Equivalent was issued prior to this Warrant; (d) are issued
pursuant to a public offering by the Company; or (e) results in an
adjustment pursuant to Section 11.7.

As used in this Warrant, "Price" means the average of the "high" and
"low" prices as reported in The Wall Street Journal's listing for such
day
or if such shares are not reported in such listing, the average of the
reported sales prices on the largest national securities exchange (based
on
the aggregate dollar value of securities listed) on which such shares are
listed or traded, or if such shares are not listed or traded on any
national
securities exchange, then the average of the reported sales prices for
such
shares in the over-the-counter market, as reported on the National
Association of Securities Dealers Automated Quotations Systems, or, if
such
prices shall not be reported thereon, then the average of the closing bid
and asked prices so reported, or if such prices shall not be so reported,
then the average of the closing bid and asked prices reported by the
National Quotations Bureau Incorporated, or if such prices shall not be
so
reported, then the fair market value price as determined in good faith by
the Board of Directors of the Company.  The "Average Price" per share for
any period shall be determined by dividing the sum of the Prices
determined
for the individual trading days in such period by the number of trading
days
in such period.

		11.6	Common Stock Equivalents.

		(a)	Subject to Section 11.7, if the Company shall, after the
date
hereof, issue any security or evidence of indebtedness which is
convertible
into or exchangeable for Common Stock ("Convertible Security"), or any
warrant, option or other right to subscribe for or purchase Common Stock
or
any Convertible Security, other than pursuant to Employee Benefit Plans
(together with Convertible Securities, "Common Stock Equivalent"), then
the
Exercise Price upon each such issuance shall be adjusted as provided in
Section 11.5 on the basis that (i) the maximum number of additional
shares
of Common Stock issuable pursuant to all such Common Stock Equivalents
shall
be deemed to have been issued as of the date of issuance of such Common
Stock Equivalent; and (ii) the aggregate consideration for such maximum
number of additional shares of Common Stock shall be deemed to be the
minimum consideration received and receivable by the Company for the
issuance of such additional shares of Common Stock pursuant to such
Common
Stock Equivalent.

		(b)	Notwithstanding the foregoing, no adjustment shall be made
pursuant to this Section 11.6 unless the consideration received and
receivable by the Company per share of Common Stock for the issuance of
such
additional shares of Common Stock pursuant to such Common Stock
Equivalent
is less than the Market Price.  No adjustment of the Exercise Price shall
be
made under this Section 11.6 upon the issuance of any Convertible
Security
which is issued pursuant to the conversion or exercise of any other
Convertible Security or the exercise of any warrants or other
subscription
or purchase rights therefor, if any adjustment shall previously have been
made in the Exercise Price then in effect upon the issuance of such
warrants
or other rights pursuant to this Section 11.6.  No adjustment shall be
made
under this Section 11.6 if an adjustment is to be made under Section
11.7.
No adjustment shall be made as a result of adjustment in the exercise or
conversion price of Common Stock Equivalents, if those adjustments occur
by
the terms of such Common Stock Equivalents.

		11.7	Special Adjustments of Exercise Price.  Notwithstanding
anything to the contrary in Section 11.5 or Section 11.6, this Section
11.7
shall govern adjustments to the Exercise Price for the transactions
described in this Section 11.7.

		(a)	If the Company at any time after the date hereof and prior
to
the second anniversary of the date hereof shall issue any additional
shares
of Common Stock (otherwise than as provided in Sections 11.1, 11.2, 11.3
and
11.4; pursuant to any Employee Benefit Plan; or pursuant to any Common
Stock
Equivalent outstanding as of the date hereof) or upon the issuance of any
such Common Stock, any adjustments shall previously have been made
pursuant
to Section 11.6 or Section 11.7(b); and the New Stock Issue Price
(defined
below) of such additional shares is less than the Exercise Price then in
effect, then the Exercise Price upon each such issuance shall be adjusted
to
the New Stock Issue Price of such additional shares.  The "New Stock
Issue
Price" shall be determined by dividing the total amount of consideration
received by the Company for such issue or sale by the number of shares of
Common Stock issued or sold.

		(b)	If the Company at any time after the date hereof and prior
to
the second anniversary of the date hereof, issues any Common Stock
Equivalent (which by definition excludes Employee Benefit Plan
securities)
(otherwise than as provided in Sections 11.1, 11.2, 11.3 and 11.4; or
pursuant to any Common Stock Equivalent outstanding as of the date
hereof)
and the New CSE Exercise Price (defined below) of such Common Stock
Equivalents is less than the Exercise Price then in effect, then the
Exercise Price upon each such issuance shall be adjusted to the New CSE
Exercise Price of such Common Stock Equivalents.  The "New CSE Exercise
Price" shall be determined by dividing (x) the total amount, if any,
received or receivable by the Company as consideration for the issuance
of
such Common Stock Equivalents, plus the minimum aggregate amount of
additional consideration payable to the Company upon the exercise,
conversion or exchange of such Common Stock Equivalents, plus, in the
case
of any such Common Stock Equivalents which relate to Convertible
Securities,
the minimum aggregate amount of additional consideration, if any, payable
to
the Company upon the conversion or exchange of such Convertible
Securities,
by (y) the total maximum number of shares of Common Stock issuable upon
the
exercise, conversion or exchange of all such Common Stock Equivalents.

		11.8	Certificate as to Adjustments.  Upon the occurrence of
each
adjustment or readjustment pursuant to this Section 11, the Company at
its
expense shall promptly compute such adjustment or readjustment in
accordance
with the terms hereof and furnish to each Holder of this Warrant a
certificate setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based.
The
Company shall, upon the written request, at any time, of any such Holder,
furnish or cause to be furnished to such Holder a like certificate
setting
forth: (i) such adjustments and readjustments; (ii) the Exercise Price at
the time in effect; and (iii) the number of shares and the amount, if
any,
of other property that at the time would be received upon the exercise of
the Warrant.

		11.9	 No Impairment.  The Company will not, by any 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
Section 11 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.

		11.10	Miscellaneous.  The following provisions shall be
applicable to the making of adjustments in the Exercise Price
hereinbefore
provided in this Section 11:

		(a)	The consideration received by the Company shall be deemed
to
be the following:  (i) to the extent that any additional shares of Common
Stock or any Common Stock Equivalent shall be issued for cash
consideration,
the consideration received by the Company therefor, or, if such
additional
shares of Common Stock or Common Stock Equivalent are offered by the
Company
for subscription, the subscription price, or, if such additional shares
of
Common Stock or Common Stock Equivalent are sold to underwriters or
dealers
for public offering without a subscription offering, the initial public
offering price, in any such case excluding any amounts paid or receivable
for accrued interest or accrued dividends and without deduction of any
compensation, discounts, commissions or expenses paid or incurred by the
Company for and in the underwriting of, or otherwise in connection with,
the
issue thereof; (ii) to the extent that such issuance shall be for a
consideration other than cash, then, except as herein otherwise expressly
provided, the fair value of such consideration at the time of such
issuance
as determined in good faith by the Board of Directors, as evidenced by a
certified resolution of the Board of Directors delivered to the holder of
this Warrant setting forth such determination.  The consideration for any
additional shares of Common Stock issuable pursuant to any Common Stock
Equivalent shall be the consideration received by the Company for issuing
such Common Stock Equivalent, plus the additional consideration payable
to
the Company upon the exercise, conversion or exchange of such Common
Stock
Equivalent.  In case of the issuance at any time of any additional shares
of
Common Stock or Common Stock Equivalent in payment or satisfaction of any
dividend upon any class of stock other than Common Stock, the Company
shall
be deemed to have received for such additional shares of Common Stock or
Common Stock Equivalent (which shall not be deemed to be a dividend
payable
in, or other distribution of, Common Stock under Section 11.4 above)
consideration equal to the amount of such dividend so paid or satisfied.
In
the event additional shares of Common Stock or Common Stock Equivalents
are
issued together with other shares or securities or other assets of the
Company or its subsidiaries for consideration which covers both, the
consideration for such shares of Common Stock and Common Stock
Equivalents
shall be computed based on the respective portions of such consideration
so
received, computed as provided in this Section 11.10(a), as determined
and
allocated in good faith by the Board of Directors of the Company.

		(b)	Upon the expiration of the right to convert, exchange or
exercise any Common Stock Equivalent the issuance of which effected an
adjustment to the Exercise Price, if any such Common Stock Equivalent
shall
not have been converted, exercised or exchanged, the number of shares of
Common Stock deemed to be issued and outstanding because they were
issuable
upon conversion, exchange or exercise of any such Common Stock Equivalent
shall no longer be computed as set forth above, and the Exercise Price
shall
forthwith be readjusted and thereafter be the price which it would have
been
(but reflecting any other adjustments in the Exercise Price made pursuant
to
the provisions of Section 11.5 after the issuance of such Common Stock
Equivalent) had the adjustment of the Exercise Price made upon the
issuance
or sale of such Common Stock Equivalent been made on the basis of the
issuance only of the number of additional shares of Common Stock actually
issued upon exercise, conversion or exchange of such Common Stock
Equivalent
and thereupon only the number of additional shares of Common Stock
actually
so issued shall be deemed to have been issued and only the consideration
actually received by the Company (computed as in this Section 11.10(b)),
shall be deemed to have been received by the Company.

		(c)	The number of shares of Common Stock at any time
outstanding
shall not include any shares thereof then directly or indirectly owned or
held by or for the account of the Company or its wholly owned
subsidiaries.

		(d)	Upon each adjustment of the Exercise Price as a result of
the
calculations made in Sections 11.5, 11.6 and 11.7 hereof, this Warrant
shall
thereafter evidence the right to purchase, at the adjusted Exercise
Price,
that number of shares of Common Stock obtained by (i) multiplying the
number
of shares covered by this Warrant immediately prior to such adjustment of
the number of shares by the Exercise Price in effect immediately prior to
such adjustment of the Exercise Price and (ii) dividing the product so
obtained by the Exercise Price in effect immediately after such
adjustment
of the Exercise Price.

		(e)	For the purpose of this Section 11 the term "shares of
Common
Stock" shall mean shares of (i) the class of stock designated as the
Common
Stock at the date hereof or (ii) any other class of stock resulting from
successive changes or reclassifications of such shares consisting solely
of
changes in par value, or from par value to no par value, or from no par
value to par value.  If at any time, because of an adjustment pursuant to
Section 11.1, the Warrants shall entitle the holders to purchase any
securities other than shares of Common Stock, thereafter the number of
such
other securities so purchasable upon exercise of each Warrant and the
Exercise Price of such securities shall be subject to adjustment from
time
to time in a manner and on terms as nearly equivalent as practicable to
the
provisions with respect to the Common Stock contained in this Section 11.

		11.11	Calculation of Exercise Price.  The Exercise Price in
effect from time to time shall be calculated to four decimal places and
rounded to the nearest thousandth.

	12.	Governing Law. This Warrant shall be construed and enforced
according to, and governed by, the laws of the State of Washington
without
reference to conflicts of laws provisions which, but for this provision,
would require the application of the law of any other jurisdiction.  The
venue of any action brought to interpret or enforce the provisions of
this
Warrant shall be laid only in Jefferson County, Colorado, and the Company
and the Holder hereby consent to the jurisdiction of the courts of such
state and county.

	IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed
by its officers thereunto duly authorized.

Dated:  ___________, 2001 			CROWN RESOURCES CORPORATION


By:____________________________________
	Xxxxxxxxxxx X. Herald
	Its:  President

Signed for Identification:

HOLDER


________________________________


NOTICE OF EXERCISE

To:	Crown Resources Corporation

	(1)	The undersigned hereby (A) elects to purchase shares of Common
Stock of Crown Resources Corporation, pursuant to the provisions of
Section
3(a) of the attached Warrant, and tenders herewith payment of the
purchase
price for such shares in full, or (B) elects to exercise this Warrant for
the purchase of shares of Common Stock, pursuant to the provisions of
Section 3(c) of the attached Warrant.

	(2)	In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the shares of Common Stock are being acquired solely
for
the account of the undersigned and not as a nominee for any other party,
and
for investment, and that the undersigned will not offer, sell or
otherwise
dispose of any such shares of Common Stock except under the circumstances
that will not result in a violation of the Securities Act of 1933, as
amended, or any applicable state securities laws.

	(3)	Please issue a certificate or certificates representing said
shares of Common Stock in the name of the undersigned or in such other
name
as is specified below:


________________________
							             (Name)


	________________________
							             (Signature)


ASSIGNMENT FORM


	FOR VALUE RECEIVED, the undersigned registered owner of this
Warrant hereby sells, assigns and transfers unto the Assignee named
below all of the rights of the undersigned under the within Warrant,
with respect to the number of shares of Common Stock set forth below:

Name of Assignee				Address			No. of Shares



and does hereby irrevocably constitute and appoint __________ Attorney
to make such transfer on the books of Crown Resources Corporation,
maintained for the purpose, with full power of substitution in the
premises.

	The undersigned also represents that, by assignment hereof, the
Assignee acknowledges that this Warrant and the shares of stock to be
issued upon exercise hereof or conversion thereof are being acquired
for investment and that the Assignee will not offer, sell or otherwise
dispose of this Warrant or any shares of stock to be issued upon
exercise hereof or conversion thereof except under circumstances which
will not result in a violation of the Securities Act of 1933, as
amended, or any state securities laws.  Further, the Assignee has
acknowledged that upon exercise of this Warrant, the Assignee shall, if
requested by the Company, confirm in writing, in a form satisfactory to
the Company, that the shares of stock so purchased are being acquired
for investment and not with a view toward distribution or resale.

DATED:  _______________, 2001


						____________________________________
						Signature of Holder


 Finalized on August 23, 2001.
 Draft created April 11, 2001.
 Finalized on October 17, 2001.
 Draft created October 17, 2001.
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