FINAL PURCHASE AND SALE AGREEMENT by and among SEALASKA CORPORATION and SEACAL, LLC and SELECT RESOURCES CORPORATION, INC. Dated as of April 1, 2005 Page

Exhibit 2.1

FINAL

PURCHASE AND SALE AGREEMENT

by and among

SEALASKA CORPORATION

and

SEACAL, LLC

and

SELECT RESOURCES CORPORATION, INC.

Dated as of April 1, 2005

TABLE OF CONTENTS

Page

ARTICLE 1

Definitions

   Section 1.01

Defined terms

Affiliate

Agreement

Assets

Assumed Liabilities

Assignment of Tidelands Lease ADL-106300

▇▇▇▇ of Sale, Assignment, and Assumption Agreement

Business Day

Calder Mine Business

Certificates of Title

Closing

Closing Date

Code

Deed of Trust

Diesel Spills

Employee Plans

Encumbrance

Environmental Laws

Equipment, Fixtures, and Inventories

ERISA

Governmental Authority

Hazardous Material

Information

Knowledge

Legal Requirements

Letter Agreement

Occupational Safety and Health Laws

Operative Documents

Outstanding Sales Contract

Party; Parties

Permits

Permitted Encumbrances

Person

Personal Property

Preliminary Commitment for Title Insurance

Promissory Note

Purchase Price

Purchaser

Real Property

Release

Retained Liabilities

Seacal

Sealaska

Seller

Taxes

Tidelands Lease ADL-106300

WARN Act

Warranty Deed

   Section 1.02

Construction

ARTICLE 2

Sale and Purchase

   Section 2.01

Sale and Purchase of Assets

   Section 2.02

Excluded Assets

   Section 2.03

Purchase Price

   Section 2.04

Payment of Purchase Price

   Section 2.05

Liabilities

   Section 2.06

Allocation of Purchase Price

ARTICLE 3

Representations and Warranties of Seller

   Section 3.01

Organizational Status; Power and Authority

   Section 3.02

Duly Executed

   Section 3.03

No Breach, Etc.

   Section 3.04

Litigation

   Section 3.05

Changes, Etc.

   Section 3.06

Title to Assets

   Section 3.07

Inclusiveness of Assets

   Section 3.08

Certain Operational and Regulatory Matters

   Section 3.09

Brokers

ARTICLE 4

Representations and Warranties of Purchaser

   Section 4.01

Organizational Status; Power and Authority

   Section 4.02

Duly Executed

   Section 4.03

Financial Arrangements of Purchaser

   Section 4.04

Brokers

   Section 4.05

Due Diligence

ARTICLE 5

Certain Covenants of the Parties

   Section 5.01

Obligations of Seller Prior To Closing

   Section 5.02

Obligations of Parties Following Closing

ARTICLE 6

Conditions Precedent

   Section 6.01

Closing Conditions

   Section 6.02

Conditions To Obligations of Purchaser

   Section 6.03

Conditions to Obligations of Seller

ARTICLE 7

Closing

   Section 7.01

Closing

ARTICLE 8

Termination Prior To Completion of Closing

   Section 8.01

Generally

   Section 8.02

Effect of Termination

ARTICLE 9

Indemnification; Disclaimer; Confidentiality; Two-Year Exclusion Area

   Section 9.01

Indemnification

   Section 9.02

Disclaimer

   Section 9.03

Confidentiality

   Section 9.04

Two-Year Exclusion Area

ARTICLE 10

Default After Closing

   Section 10.01

Default

ARTICLE 11

Seller's Option To Repurchase

   Section 11.01

Generally

   Section 11.02

Exceptions

   Section 11.03

Recorded Notice

ARTICLE 12

Miscellaneous

   Section 12.01

Entire Agreement

   Section 12.02

Modification

   Section 12.03

Extension and Waiver

   Section 12.04

Further Actions

   Section 12.05

Notices

   Section 12.06

Assignment

   Section 12.07

No Third Party Beneficiaries

   Section 12.08

Counterparts

   Section 12.09

Applicable Law

EXHIBITS, SCHEDULES, and APPENDICES

Exhibit A

Real Property [Not Filed As Not Material]

Exhibit B

Personal Property [Not Filed As Not Material]

Schedule 1:

Equipment, Fixtures, and Inventories [Not Filed As Not Material]

Schedule 2:

Permits [Not Filed As Not Material]

Exhibit C

Warranty Deed

Exhibit D

Assignment of Tidelands Lease ADL-106300

Exhibit E

▇▇▇▇ of Sale, Assignment, and Assumption Agreement

[Schedules Not Filed as Not Material]

Exhibit F

Certificates of Title [Not Filed As Not Material]

Exhibit G

Promissory Note

Exhibit H

Deed of Trust

Exhibit I

Notice of Interest in Real Property [Not Filed As Not Material]

Appendix 1:

Ketchikan Title Agency, Inc.-Preliminary Commitment for Title Insurance
           Order No. AK-23723 (as amended) [Not Filed As Not Material]

Appendix 2:

Copies of all documents relating to DEC File 1545.38.001 (Contaminated Sites
           Program Database Reckey 2004130124601) [Not Filed As Not Material]

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), effective as of April 1, 2005, by and among SEALASKA CORPORATION ("Sealaska"), an Alaska corporation, SEACAL, LLC ("Seacal"), an Alaska limited liability company, (Sealaska and Seacal jointly and severally are referred to herein as "Seller") and SELECT RESOURCES CORPORATION, INC. ("Purchaser"), a Delaware corporation,

WITNESSETH:

WHEREAS, Seller owns the Assets (as defined below); and

WHEREAS, Seller desires to sell, and Purchaser desires to purchase, the Assets pursuant to, in accordance with, and in all respects subject to the provisions of this Agreement,

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1

Definitions

Section 1.01   Defined terms. As used herein, the following terms have the following meanings:

"Affiliate" means, (i) with respect to Seller, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Sealaska or Seacal, and (ii) with respect to Purchaser, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Select Resources Corporation, Inc., Tri-Valley Corporation, Inc. (a Delaware corporation that is the parent of Select Resources Corporation, Inc.), or Trans-Western Materials, Inc. (a Washington corporation that is a member, together with Select Resources Corporation, Inc., of Tri-Western Resources, LLC (a two-member Delaware limited liability company)). For the purpose of this definition, "control," when used with respect to any specified Person, means the possession of the power to direct the management or policies of the specified Person, directly or indirectly, whether through the ownership of voting securities, partnership, or limited liability company interests, by contract, or otherwise.

"Agreement" means this Purchase and Sale Agreement, as the same may be amended or modified in writing by the Parties from time to time.

"Assets" means the Real Property and the Personal Property.

"Assignment of Tidelands Lease ADL-106300" means an assignment in the form of Exhibit D, to be executed and acknowledged by Seller and Purchaser, and delivered by Seller to Purchaser, pursuant to Sections 7.01(a)(2) and 7.01(b)(2).

"Assumed Liabilities" means those liabilities assumed pursuant to Section 2.05(a).

"▇▇▇▇ of Sale, Assignment, and Assumption Agreement" means a ▇▇▇▇ of Sale, Assignment, and Assumption Agreement in the form of Exhibit E, to be executed and acknowledged by Seller and Purchaser, and delivered by Seller to Purchaser, pursuant to Sections 7.01(a)(3) and 7.01(b)(3).

"Business Day" means any day except Saturday, Sunday and any other day on which banking institutions located in Juneau, Alaska, are required or authorized to close.

"Calder Mine Business" means the business of owning and operating the Assets.

"Certificates of Title" means the Certificates of Title issued for those items of Personal Property for which a certificate of title has been issued by the State of Alaska Department of Motor Vehicles pursuant to AS 28.10.201-28.10.401 (2004) (copies of all of which certificates are attached hereto as Exhibit F), the applications for transfer of which are to be executed, acknowledged, and delivered by Seller pursuant to Sections 7.01(a)(4) and 7.01(b)(4).

"Closing" is defined in Section 7.01.

"Closing Date" is the date on which Closing is completed.

"Code" means the Internal Revenue Code of 1986.

"Deed of Trust" means a deed of trust and security agreement in the form of Exhibit H, to be executed, acknowledged, and delivered by Purchaser pursuant to Section 7.01(b)(5).

"Diesel Spills" means the Releases of diesel fuel described in the documents attached hereto as Appendix 2.

"Employee Plans" means all "employee benefit plans" as defined by Section 3(3) of ERISA, all specified fringe benefit plans as defined in Section 6039D of the Code, and all other bonus, incentive-compensation, deferred-compensation, profit-sharing, stock-option, stock-appreciation-right, stock-bonus, stock-purchase, employee-stock-ownership, savings, severance, change-in-control, supplemental-unemployment, layoff, salary-continuation, retirement, pension, health, life-insurance, disability, accident, group-insurance, vacation, holiday, sick-leave, fringe-benefit, or welfare plan, and any other employee compensation or benefit plan, agreement, policy, practice, commitment, contract, or understanding (whether qualified or nonqualified, currently effective or terminated, written or unwritten) and any trust, escrow, or other agreement related thereto that (i) is maintained or contributed to by Seller or any other corporation or trade or business controlled by, controlling, or under common control with Seller (within the meaning of Section 414 of the Code or Section 4001(a)(14) or 4001(b) of ERISA) ("ERISA Affiliate") or has been maintained or contributed to in the last six (6) years by Seller or any ERISA Affiliate, or with respect to which Seller or any ERISA Affiliate has or may have any liability, and (ii) provides benefits or describes policies or procedures applicable to any current or former director, officer, employee, or service provider of Seller or any ERISA Affiliate, or the dependents of any thereof, regardless of how (or whether) liabilities for the provision of benefits are accrued or assets are acquired or dedicated with respect to the funding thereof.

"Encumbrance" means any deed of trust, mortgage, pledge, restriction on transfer, assessment, security interest, lien, adverse claim, levy, charge or other legal or equitable encumbrance of any kind.

"Environmental Laws" means any and all Legal Requirements (including common law) pertaining to the protection of human health (as it relates to exposure to Hazardous Materials), the environment (including, without limitation, any generation, use, storage, treatment, Release, or threatened Release of Hazardous Materials into the indoor or outdoor environment), wildlife or natural resources that is in effect in any and all jurisdictions in which Seller is conducting or at any time has conducted business or where the Assets are located, and any binding judicial or administrative interpretation (including, but not limited to, any judicial or administrative order, consent decree, judgment or settlement) thereof, including, without limitation, the Clean Air Act, as amended, the Federal Water Pollution Control Act, as amended, the Rivers and Harbors Act of 1899, as amended, the Oil Pollution Act of 1990, as amended, the Safe Drinking Water Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Resource Conservation and Recovery Act, as amended, the Hazardous and Solid Waste Amendments Act of 1984, as amended, the Toxic Substances Control Act, as amended, the Occupational Safety and Health Act, as amended, the Hazardous Materials Transportation Act, as amended, and AS 46.03.822 (2004), as amended.

"Equipment, Fixtures, and Inventories" means all buildings, structures, plants, processing facilities, installed equipment, office trailers, office equipment, trailer camps, furnishings, kitchen facilities, pipelines, electric power equipment and facilities, telecommunications equipment and facilities, fuel tanks, waste facilities, docks, mining equipment, crushers, conveyors, trucks, vans, hoppers, trailers, all-terrain vehicles, and other items as are affixed to or situated upon the Real Property or Tidelands Lease ADL-106300 at Closing (but including wherever situated the items described on Schedule 1 attached to Exhibit B), together with (1) all fuel, tools, parts, and supplies held by Seller for or in connection with any of the foregoing, (2) all warranties (if any) and software licenses (if any) respecting any of the foregoing, and (3) all extracted rock or rock products that have been severed from the Real Property and that remain situated on the Real Property or Tidelands Lease ADL-106300 at Closing.

"ERISA" means the Employee Retirement Income Security Act of 1974.

"Governmental Authority" means any federal, state, local, foreign or other government, any governmental, regulatory, judicial or administrative agency, bureau, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, or any court or governmental tribunal, but does not include Purchaser, Seller, any Affiliates thereof, or any of their respective successors-in-interest.

"Hazardous Material" means any substance, material, or waste that, in such quantity or concentration, is or foreseeably will be regulated under or pursuant to any Environmental Law as hazardous, toxic, a pollutant, contaminant, solid waste, or words of similar meaning, including but not limited to petroleum, petroleum products, petroleum hydrocarbons, petroleum by-products, crude oil and any components, fractions, or derivatives thereof, methyl tertiary butyl ether, ammonia, asbestos or material containing or presumed to contain asbestos, urea formaldehyde, and polychlorinated biphenyls.

"Information" means all of the drill core, rock samples, data, maps, files, and records (whether in written, tabular, electronic, photographic, or other form and wherever situated) relating to any or all of the following: the geology of the Real Property or adjoining or nearby lands; the sampling, drilling, mapping, or other analysis (whether of a geologic, chemical, metallurgical, physical, engineering, environmental, or other nature or type) of the Real Property or adjoining or nearby lands, or of samples obtained therefrom; identification or calculation of reserves or resources; engineering associated with the Assets or the Calder Mine Business; construction of improvements on the Real Property or Tidelands Lease ADL-106300 or otherwise for or in connection with the Calder Mine Business; acquisition and maintenance of title to the Real Property; purchase, operation, maintenance, repair, and replacement of the Equipment, Fixtures, and Inventories; acquisition of, and compliance or noncompliance with, all Permits; the mining, processing, transport, shipping, marketing, and sale of minerals or mineral products derived from the Real Property; and the conduct of reclamation or remediation activities in connection with the Calder Mine Business.

"Knowledge", when used in the phrases "to Seller's Knowledge," "to the Knowledge of Seller" or similar phrases with respect to Seller, means, and shall be limited to, the actual knowledge of the executive officer of Seller or the senior employee of Seller who is responsible for the area of operation of Seller to which such Person's knowledge relates, and, when used in the phrases "to Purchaser's Knowledge," "to the Knowledge of Purchaser" or similar phrases with respect to Purchaser, means, and shall be limited to, the actual knowledge of the executive officer of Purchaser or the senior employee of Purchaser who is responsible for the area of operation of Purchaser to which such Person's knowledge relates.

"Legal Requirements" means any and all applicable (i) laws (statutory and administrative), ordinances, regulations, judgments, orders, writs, injunctions and decrees of any Governmental Authority and (ii) contracts with any Governmental Authority relating to compliance with matters described in (i) above.

"Letter Agreement" means that certain Letter of Intent between Sealaska and Purchaser effective as of April 1, 2005, relating to the subject matter hereof.

"Occupational Safety and Health Laws" means any and all Legal Requirements (including common law) designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards, including the Occupational Safety and Health Act, the Mine Safety and Health Act, and any program, whether governmental or private (such as those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions.

"Operative Documents" means this Agreement; the Warranty Deed; the Assignment of Tidelands Lease ADL-106300; the ▇▇▇▇ of Sale, Assignment, and Assumption Agreement; the applications for transfer of the Certificates of Title; the Promissory Note; and the Deed of Trust.

"Outstanding Sales Contract" means that certain agreement between an Affiliate of Seller and Channel Construction, Inc. respecting the sale and purchase of approximately 200 severed blocks of limestone constituting part of the Inventory situated on the Real Property or Tidelands Lease ADL-106300.

"Party" means Seller or Purchaser, as the context requires, and "Parties" means, collectively, Seller and Purchaser.

"Permits" means all of the permits, authorizations, determinations, approvals, licenses, exemptions, variances, and orders described on Schedule 2 attached to Exhibit B.

"Permitted Encumbrances" means, with reference to Seller or the Assets:

(a)

reservations, exceptions, exclusions and limitations set forth in any federal patent, state patent, or other governmental conveyance issued for any of the Real Property;

(b)

reservations, exceptions, exclusions and limitations set forth in Tidelands Lease ADL-106300;

(c)

special exceptions enumerated in the Preliminary Commitment for Title Insurance;

(d)

liens for Taxes, assessments, and governmental charges not yet delinquent;

(e)

all Legal Requirements and rights reserved to or vested in any Governmental Authority under any of the Permits (including but not necessarily limited to the right to consent to any transfer thereof).

"Person" means an individual, corporation, limited liability company, partnership, joint venture, bank, trust, unincorporated organization and/or a government or any department or agency thereof or other entity of any kind.

"Personal Property" means all of the following: the Equipment, Fixtures, and Inventories; the Information; the Permits; all rights to any and all proceeds of condemnation or inverse condemnation of any of the Assets; all rights to any and all insurance proceeds for any damage to or destruction or loss of any of the Assets prior to Closing; and all claims of Seller against third parties relating to any of the Assets (whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent).

"Preliminary Commitment for Title Insurance" means that certain Preliminary Commitment for Title Insurance, Order No. AK-23723 (as amended on July 12, 2005), issued by Ketchikan Title Agency, Inc., a copy of which is set out in Appendix 1.

"Promissory Note" means a promissory note in the form of Exhibit G, to be executed and delivered by Purchaser pursuant to Section 7.01(b)(5).

"Purchase Price" is defined in Section 2.03.

"Purchaser" means Select Resources Corporation, Inc., a Delaware corporation.

"Real Property" means the real property described in Exhibit A.

"Release" means any depositing, spilling, leaking, pouring, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, seeping, dumping, or disposing.

"Retained Liabilities" means those liabilities retained pursuant to Section 2.05(b).

"Seacal" means Seacal, LLC, a single-member member-managed Alaska limited liability company.

"Sealaska" means Sealaska Corporation, an Alaska regional Native corporation.

"Seller" means Sealaska and Seacal, jointly and severally.

"Taxes" means unclaimed property and escheat obligations, taxes, charges, fees, levies, penalties or other assessments imposed by any Governmental Authority, including but not limited to, income, excise, real or personal property, sales, use, ad valorem, value added, environmental, transfer, franchise, payroll, withholding, social security (or similar), gross receipts, license, severance, fuel, production, transportation, stamp, occupation, employment, payroll, unemployment, disability or other taxes, including any interest, penalties or additions attributable thereto, whether disputed or not.

"Tidelands Lease ADL-106300" means that certain Tidelands Lease ADL-106300 effective June 1, 1999, and recorded on July 8, 1999, at Book 64, Pages 20-33, Petersburg Recording District, or its equivalent.

"WARN Act" means the Worker Adjustment and Retraining Notification Act or any similar state or local legal requirement.

"Warranty Deed" means a Statutory Warranty Deed in the form of Exhibit C, to be executed, acknowledged, and delivered by Seller pursuant to Section 7.01(a)(1).

Section 2.02     Excluded Assets. The following assets of Seller are not part of the sale and purchase contemplated hereunder, are excluded from the Assets, and shall remain the property of Seller after the Closing:

(a)

all cash, cash equivalents, and accounts receivable associated with the Calder Mine Business;

(b)

all minute books and corporate seals;

(c)

all personnel records and other records that Seller is required by law to retain in its possession;

(d)

all claims for refund of Taxes and other governmental charges of whatever nature;

(e)

all rights in connection with and assets of the Employee Plans; and

(f)

all rights of Seller under this Agreement or any other Operative Document.

Section 2.03     Purchase Price. The aggregate purchase price for the Assets shall be $3,000,000 ("Purchase Price"), payable to Seller as described in Section 2.04.

Section 2.04     Payment of Purchase Price.

           (a)     Payment pursuant to Letter Agreement. The $100,000 paid by Purchaser pursuant to the Letter Agreement shall count toward the Purchase Price.

           (b)     Payment at Closing. At Closing, Purchaser shall become obligated to deliver into the trust account of Seller's legal counsel-the law firm of Simpson, Tillinghast, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇, P.C. the address of which is ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇ wire transfer within five Business Days after the date of Closing, the sum of $900,000. Said amount may be disbursed to Seller upon issuance of a policy of title insurance consistent in all respects with the Preliminary Commitment for Title Insurance. Purchaser shall have no obligation to see to the allocation, as between Sealaska and Seacal, of either (i) the $100,000 paid by Purchaser pursuant to the Letter Agreement or (ii) the $900,000 paid by Purchaser pursuant to this Section 2.04(b).

            (c)     Later Payments; Promissory Note; Deed of Trust. On or before July 15, 2006, and then on or before July 15 of each year thereafter through and including 2015, Purchaser shall pay to the order of Sealaska Corporation the sum of $200,000, without interest. The total of all payments to be made pursuant to this Section 2.04(c) thus is $2,000,000. The obligation arising under this Section 2.04(c) shall be incorporated into the Promissory Note to be executed and delivered pursuant to Section 7.01(b)(5), the payment of which note shall be secured by the Deed of Trust to be executed and delivered pursuant to Section 7.01(b)(5).

Section 2.05     Liabilities.

           (a)     Assumed Liabilities. Upon completion of Closing, Purchaser shall assume and agree to discharge only the following liabilities of Seller: any and all liabilities of Seller (i) arising under any Legal Requirement (except any Legal Requirement relating to those matters for which Seller expressly is retaining liability under Section 2.05(b)) or Permit applicable to any of the Assets or the conduct of the Calder Mine Business or (ii) resulting from the failure to satisfy, meet, or comply with any Legal Requirement (except any Legal Requirement relating to those matters for which Seller expressly is retaining liability under Section 2.05(b)) or Permit applicable to any of the Assets or the conduct of the Calder Mine Business, including but not limited to the first $100,000 incurred to clean up and remediate the Diesel Spills.

           (b)     Retained Liabilities. Seller shall retain each and every liability of Seller, other than those liabilities expressly assumed by Purchaser pursuant to Section 2.05(a), arising out of or relating to the conduct of the Calder Mine Business prior to the completion of Closing, including but not necessarily limited to the following:

STATE OF WASHINGTON

)

) ss.

COUNTY OF ___________

)

THIS CERTIFIES that on the                day of                                     , 2005, at                         , Washington, the foregoing instrument was acknowledged before me by (name)                                                      , (title)                                                   of SEALASKA CORPORATION, an Alaska regional Native corporation acting in its capacity as sole member of SEACAL, LLC, a single-member member-managed Alaska limited liability company, on behalf of said limited liability company.

GIVEN UNDER MY HAND and official seal the day and year last above written.

Notary Public in and for Washington

My Commission Expires                            

APPENDIX 1

Pages 2-4 of Preliminary Commitment for Title Insurance
Order No. AK-23723 (as amended) issued by
Ketchikan Title Agency, Inc.

[Not Filed]

EXHIBIT D

Assignment of ADL - 106300

STATE OF ALASKA DEPERTMENT OF NATURAL RESOURCES

DIVISION OF MINING, LAND AND WATER

Southeast Region

▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

(▇▇▇) ▇▇▇-▇▇▇▇

ASSIGNMENT OF TIDELIANDS LEASE ADL-106300

AS 38.05.095 AND AS 38.05.920

[completed version of DNR Form 102-117 (rev. 10/01)]

[to be executed in triplicate and then submitted with (1) nonrefundable filing fee of $200 required by 11 AAC 05.010(a)(6)(E) and (2) copies of Assignee's articles of incorporation, certificate of authority to transact business in Alaska, and resolution authorizing execution of this Agreement]

For good and valuable consideration, the receipt and adequacy of which acknowledged, SEACAL, LLC ("Seacal"), a single-member member-managed Alaska limited liability company the address of which is ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, lessee under TIDELANDS LEASE ADL-106300 (the "Lease") effective June 1, 1999, recorded on July 8, 1999, at Book 64, Pages 20-33, Petersburg Recording District, and covering the following-described property:

ALASKA TIDELANDS SURVEY NO. 1537, according to the plat thereof filed on May 4, 1999, as Plat NO. 99-5, Petersburg Recording District (ATS No. 1537 is situated in ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ 77 East, Copper River Meridian),

hereby does CONVEY, GRANT, and ASSIGN all right, title, and interest in the Lease, to SELECT RESOURCES CORPORATION, INC. ("Assignee"), a Delaware corporation the address of which is Suite 200, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and its successors and assigns, TO HAVE AND TO HOLD for the unexpired term of the Lease, commencing on the date that this assignment is approved by the State of Alaska and expiring on May 31, 2039.

This Assignment is made subject to (a) all rents, covenants, and conditions set forth in the Lease, (b) all reservations, exceptions, exclusions and limitations set forth in the Lease, and (c) liens for any taxes, assessments, or governmental charges that are not yet delinquent.

SEACAL, LLC, a single-member member-managed Alaska limited liability company

By:     Sealaska Corporation, its sole member

          By:                                                           

          Name:                                                           

          Title:                                                           

STATE OF WASHINGTON

)

) ss.

COUNTY OF ___________

)

THIS CERTIFIES that on the                day of                                     , 2005, at                         , Washington, the foregoing instrument was acknowledged before me by (name)                                                      , (title)                                                   of SEALASKA CORPORATION, an Alaska regional Native corporation acting in its capacity as sole member of SEACAL, LLC, a single-member member-managed Alaska limited liability company, on behalf of said limited liability company.

GIVEN UNDER MY HAND and official seal the day and year last above written.

Notary Public in and for Washington

My Commission Expires                            

Assignee SELECT RESOURCES CORPORATION, INC., expressly assume(s) the obligation to pay any and all prior or delinquent taxes, liens of any nature, penalties, interest, or any other obligations charged against the property described above and to fulfill all the terms, conditions, and covenants of the Lease as of the effective date of this Assignment

SELECT RESOURCES CORPORATION, INC.

(Fed. Tax ID #___________________)

          By:                                                           

          Name:                                                           

          Title:                                                           

STATE OF WASHINGTON

)

) ss.

COUNTY OF ___________

)

THIS CERTIFIES that on the _____ day of ________________, 2005, at ______________, Washington, the foregoing instrument was acknowledged before me by (name)_________________, (title)_____________ of SELECT RESOURCES CORPORATION, a Delaware corporation, on behalf of said corporation.

GIVEN UNDER MY HAND and official seal the day and year last above written.

Notary Public in and for Washington

My Commission Expires                            

APPROVED:

______________________________________________________      ______________

Division of Mining, Land and Water Authorized Representative              Date

NOTE: AS 38.05.035(a) authorizes the director to decide what information is needed to process an application for the sale or use of state land and resources. This information is made a part of the state public land records and becomes public information under AS 40.25.110 and 40.25.120 (unless the information qualifies for confidentiality under 38.05.035(a)(9) and confidentiality is requested). Public information is open to inspection by you or any member of the public. A person who is the subject of the information may challenge its accuracy or completeness under AS 44.99.310, by giving a written description of the challenged information, the changes needed to correct it, and a name and address where the person can be reached. False statements made in an application for a benefit are punishable under AS 11.56.210.

Record this document in the Petersburg Recording District

Return recorded document to:

                                                            State of Alaska Dept of Natural Resources

                                                            Division of Mining Land and Water,

                                                            Southeast Region

                                                            ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

                                                            ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

EXHIBIT E

▇▇▇▇ OF SALE, ASSIGNMENT, AND ASSUMPTION AGREEMENT

THIS ▇▇▇▇ OF SALE, ASSIGNMENT, AND ASSUMPTION AGREEMENT ("this Instrument"), given this _____ day of ____________, 2005, by SEALASKA CORPORATION ("Sealaska"), an Alaska corporation the address of which is ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, and SEACAL, LLC ("Seacal"), a single-member member-managed Alaska limited liability company the address of which is ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, (Sealaska and Seacal jointly and severally are referred to herein as "Seller"), to SELECT RESOURCES CORPORATION, INC. ("Purchaser"), a Delaware corporation the address of which is Suite 200, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,

Witnesseth:

THAT FOR AND IN CONSIDERATION OF ten dollars ($10.00) and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Seller hereby BARGAINS, SELLS, CONVEYS, GRANTS, ASSIGNS, and TRANSFERS to Purchaser and its successors and assigns all rights, titles, and interests of Seller in, to, under, and respecting the personal property ("Personal Property") described in Exhibit B attached hereto (which Exhibit B also refers to certain real property described in Exhibit A attached hereto), TO HAVE AND TO HOLD FOREVER.

Seller hereby WARRANTS to Purchaser and its successors and assigns only that Seller has good title to the Personal Property free and clear of any liens, encumbrances, or security interests of third parties. SELLER MAKES NO OTHER WARRANTIES RESPECTING THE PERSONAL PROPERTY OR ANY PART THEREOF. WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, PURCHASER HEREBY ACKNOWLEDGES AS FOLLOWS:

(1)

SELLER MAKES NO REPRESENTATIONS OR WARRANTIES RESPECTING THE GOOD STANDING OF ANY OF THE PERMITS; AND

(2)

SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE NATURE, CONDITION, OR SUITABILITY OF ANY OF THE PERSONAL PROPERTY FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO

(A)

ANY EXPRESS OR IMPLIED WARRANTY RESPECTING THE CHARACTER, CONDITION, OR QUALITY OF ANY OF THE REAL PROPERTY,

(B)

ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY,

(C)

ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE,

(D)

ANY EXPRESS OR IMPLIED WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS,

(E)

ANY EXPRESS OR IMPLIED WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, AND

(F)

ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW NOW OR HEREAFTER IN EFFECT,

IT BEING THE EXPRESS INTENTION OF PURCHASER AND SELLER THAT THE PERSONAL PROPERTY SHALL BE CONVEYED, TRANSFERRED, AND ASSIGNED TO PURCHASER "AS IS" AND "WHERE IS" AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR, AND PURCHASER REPRESENTS TO SELLER THAT PURCHASER IS ACQUAINTED WITH THE PERSONAL PROPERTY AND HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS WITH RESPECT TO THE PERSONAL PROPERTY AS PURCHASER DEEMS APPROPRIATE AND THAT PURCHASER WILL ACCEPT THE PERSONAL PROPERTY "AS IS" AND "WHERE IS" AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR.

Purchaser (1) hereby accepts the transfers made hereby and (2) hereby assumes and agrees to observe and perform all of the duties, obligations, terms, provisions, and covenants of Seller, and to pay and discharge all of the liabilities of Seller to be observed, performed, paid, or discharged from and after the date hereof, under or respecting the Permits.

Purchaser hereby assumes none of the Retained Liabilities of Seller set forth in Section 2.05(b) of the Agreement between Seller and Purchaser dated as of April 1, 2005; the parties hereby agree that all such Retained Liabilities shall remain the sole responsibility of Seller.

IN WITNESS WHEREOF, the Parties have caused this Instrument to be executed as of the date first above written.

           SELLER:

SEALASKA CORPORATION, an Alaska regional Native corporation

By:                                                           

Name:                                                           

Title:                                                           

SEACAL, LLC, a single-member member-managed Alaska limited liability company

By:     Sealaska Corporation, its sole member

          By:                                                           

          Name:                                                           

          Title:                                                           

           PURCHASER:

SELECT RESOURCES CORPORATION, INC.

By:                                                           

Name:                                                           

Title:                                                           

STATE OF WASHINGTON

)

) ss.

COUNTY OF ___________

)

THIS CERTIFIES that on the                day of                                     , 2005, at                         , Washington, the foregoing instrument was acknowledged before me by (name)                                                      , (title)                                                   of SEALASKA CORPORATION, an Alaska regional Native corporation, on behalf of said corporation.

GIVEN UNDER MY HAND and official seal the day and year last above written.

Notary Public in and for Washington

My Commission Expires                            

STATE OF WASHINGTON

)

) ss.

COUNTY OF ___________

)

THIS CERTIFIES that on the                day of                                     , 2005, at                         , Washington, the foregoing instrument was acknowledged before me by (name)                                                      , (title)                                                   of SEALASKA CORPORATION, an Alaska regional Native corporation acting in its capacity as sole member of SEACAL, LLC, a single-member member-managed Alaska limited liability company, on behalf of said limited liability company.

GIVEN UNDER MY HAND and official seal the day and year last above written.

Notary Public in and for Washington

My Commission Expires                            

STATE OF WASHINGTON

)

) ss.

COUNTY OF ___________

)

THIS CERTIFIES that on the _____ day of ________________, 2005, at ______________, Washington, the foregoing instrument was acknowledged before me by (name)_________________, (title)_____________ of SELECT RESOURCES CORPORATION, a Delaware corporation, on behalf of said corporation.

GIVEN UNDER MY HAND and official seal the day and year last above written.

Notary Public in and for Washington

My Commission Expires                            

[Exhibits A and B Not Filed]

EXHIBIT F

CERTIFICATES OF TITLE

[Not Filed]

EXHIBIT G

PROMISSORY NOTE

$2,000,000.00

July __, 2005

Juneau, Alaska

FOR VALUE RECEIVED, SELECT RESOURCES CORPORATION, INC., a corporation organized and existing under the laws of the State of Delaware whose address is ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, promises to pay to the order of SEALASKA CORPORATION, an Alaska corporation whose address is of ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, hereinafter referred to as "Holder," the sum of TWO MILLION DOLLARS ($2,000,000.00), payable in lawful money of the United States of America, without interest on the balance remaining from time to time unpaid. Annual installments shall be due in the amount of TWO HUNDRED THOUSAND DOLLARS ($200,000.00), with the first annual payment due on or before the 15^th day of July, 2006, and a like payment due on the same day of each July thereafter until the 15^th day of July, 2015, whereupon the entire then remaining unpaid principal balance shall be due in full.

The undersigned, hereinafter referred to as "Payer," may make payments of more than the stated annual payment; however, Payer may not make payments of less than $200,000.00 per year. If Payer elects to pay off this Note prior to maturity, Payer may do so without penalty. The said principal shall be payable at Sealaska Corporation, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the holder hereof may designate in writing.

If default be made in the payment of this Note, and if such default is not made good within fifteen (15) days, the entire principal balance shall at once become due and payable at the option of the Holder of this Note. Failure to exercise this option shall not constitute a waiver of the right to exercise the same in the event of any subsequent default. Payer agrees to pay upon demand all of Holder's expenses, including, without limitation, actual attorneys' fees incurred in connection with enforcement, modification, and collection of this Promissory Note. Holder may pay someone else to help collect and enforce this Promissory Note or any of the supporting security documents, and Payer will pay that amount. This includes, subject to any limits under applicable law, Holder's actual attorneys' fees and Holder's legal expenses, whether or not there is actual commencement of judicial proceedings, including actual attorneys' fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Payer also will pay any court costs, in addition to all other sums provided by law.

The undersigned, whether principal, surety, guarantor, endorser or other party hereto, hereby waives any homestead or exemption right against said debt and hereby waives demand, protest, and notice of nonpayment, demand, or protest.

This Note is to be construed according to the laws of the State of Alaska.

SELECT RESOURCES CORPORATION, INC.

By:___________________________________

         ▇. ▇. ▇▇▇▇▇▇, Executive Vice President

STATE OF WASHINGTON

)

) ss.

COUNTY OF ___________

)

On this ____ day of July, 2005, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared ▇. ▇. ▇▇▇▇▇▇, to me known to be the Executive Vice President, of Select Resources Corporation, Inc., the Delaware corporation that executed the foregoing instrument, and he acknowledged the 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 is authorized to execute the said instrument and that the seal affixed (if any) is the corporate seal of said corporation.

Witness my hand and official seal hereto affixed the day and year first above-written.

Notary Public in and for Washington

My Commission Expires                            

EXHIBIT H

RECORD THIS INSTRUMENT IN THE PETERSBURG RECORDING DISTRICT

INDEX THIS INSTRUMENT AS FOLLOWS:

            Trustor:           Select Resources Corporation, Inc.

            Trustee:           Simpson, Tillinghast, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇, P.C.

            Beneficiary:    Sealaska Corporation

AFTER RECORDING RETURN TO:

Simpson, Tillinghast, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇, P.C.

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

******************************************************************************

DEED OF TRUST

AND SECURITY AGREEMENT

THIS DEED OF TRUST AND SECURITY AGREEMENT ("Deed of Trust") is made this ____ day of July, 2005, between SELECT RESOURCES CORPORATION, INC., a Delaware corporation herein called "Trustor", whose address is ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, SIMPSON, TILLINGHAST, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇, P.C., herein called "Trustee", whose address is ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and SEALASKA CORPORATION, a Alaska Native corporation organized and existing under the laws of the State of Alaska, herein called "Beneficiary", whose address is ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.

        (For purposes of Article 29 of the Uniform Commercial Code (AS 45.29), this Deed of
        Trust constitutes a Security Agreement with Trustor being the Debtor and Beneficiary
        being the Secured Party.)

WITNESSETH:

That Trustor GRANTS, BARGAINS, SELLS, and CONVEYS to TRUSTEE in TRUST WITH POWER OF SALE, that property ("Property") in the Petersburg Recording District, First Judicial District, State of Alaska, more particularly described as follows:

(1)        the real property described below ("Real Property"):

(a)   

that certain real property described in Exhibit A attached hereto; and

(b)   

TIDELANDS LEASE ADL-106300 effective June 1, 1999, recorded on July 8, 1999, at Book 64, Pages 20-33, Petersburg Recording District, or its equivalent, covering the following-described property:

ALASKA TIDELANDS SURVEY NO. 1537, according to the plat thereof filed on May 4, 1999, as Plat No. 99-5, Petersburg Recording District (ATS No. 1537 is situated in ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ 77 East, Copper River Meridian),

(all of the foregoing Real Property is situated generally within Sections 1, 2, 3, 10, 11, and ▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ 77 East, Copper River Meridian), and

(2)

the personal property described on Exhibit B attached hereto, together with the products and proceeds thereof ("Personal Property"),

TOGETHER with the tenements, hereditaments, and appurtenances thereunto belonging, or in anywise appertaining, and the rents, issues and profits thereof, SUBJECT, HOWEVER, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits, TO HAVE AND TO HOLD the same unto Trustee.

THIS DEED OF TRUST IS MADE FOR THE PURPOSE OF SECURING: The performance of each agreement of Trustor herein contained and payment of the indebtedness evidenced by one note ("Note"), of even date herewith, in the Principal sum of TWO MILLION DOLLARS ($2,000,000.00), payable to Beneficiary or order. Maturity date: July 15, 2015.

A.

To protect the security of this Deed of Trust, Trustor agrees:

1.

To keep said property in good condition and repair (excepting normal wear and tear, maintenance, and replacement); to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property; and to do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general.

2.

To provide, maintain and deliver to Beneficiary casualty and theft, and fire insurance with extended coverage, satisfactory to and with loss payable to Beneficiary in an amount not less than $__N/A____. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.

3.

To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary, or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in the actual sum, in any such action or proceeding in which Beneficiary or Trustee may appear. In the event of default in any of the terms contained in this Deed of Trust or the Note secured hereby, Trustor agrees to pay upon demand all of Beneficiary's expenses, including, without limitation, actual attorneys' fees incurred in connection with enforcement, modification and collection of this Deed of Trust. Beneficiary may pay someone else to help collect and enforce this Deed of Trust, and Trustor will pay that amount. This includes, subject to any limits under applicable law, Beneficiary's actual attorneys' fees and Beneficiary's legal expenses, whether or not there is actual commencement of judicial or non-judicial proceedings, including actual attorneys' fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Trustor also will pay any court costs, in addition to all other sums provided by law.

4.

To pay, at least ten days before delinquency all taxes and assessments affecting said property; and to pay, when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; and to pay, when due, all costs, fees and expenses of this Trust.

5.

To pay immediately and without demand all sums expended by Beneficiary or Trustee pursuant to the provisions hereof, with interest from date of expenditure at seven percent per annum.

6.

Should Trustor fail to make any payment or to do any act herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; to pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto, and, in exercising any such powers, to pay necessary expenses, employ counsel and pay his reasonable fees.

7.

This Deed of Trust constitutes a security agreement pursuant to the Uniform Commercial Code with respect to:

(a)

any of the Property which, under applicable law, is not real property or effectively made part of the real property by the provisions of this Deed of Trust; and

(b)

any and all other property now and hereafter described on any Uniform Commercial Code Financing Statement naming Trustor as Debtor and Beneficiary as Secured Party and affecting property in any way connected with the use and enjoyment of the Property.

            With respect to the Property subject to the foregoing security interest, Beneficiary shall have all of the rights and remedies (i) of a secured party under the Uniform Commercial Code, (ii) provided herein, including without limitation the right to cause such Property to be sold by Trustee under the power of sale granted by this Deed of Trust, and (iii) provided by law. In exercising its remedies, Beneficiary may proceed against the items of real property and any items of personal property separately or together and in any order whatsoever, without in any way affecting the availability of Beneficiary's remedies. Upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, upon demand by Beneficiary, Trustor shall assemble any items of personal property and make them available to Beneficiary at the Real Property. Beneficiary shall give Trustor at least ten (10) days' prior written notice of the time and place of any public sale or other disposition of such Property or of the time of or after which any private sale or any other intended disposition is to be made. Any person permitted by law to purchase at any such sale may do so. Such Property may be sold at any one or more public or private sales as permitted by applicable law.

B.

It is mutually agreed that:

l.

Any award or damages in connection with any condemnation for public use of or injury to said Property or any part thereof, is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance.

2.

By accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay.

3.

At any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of the Deed of Trust and said Note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey all or any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof.

4.

Upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust and said Note to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in any reconveyance executed under this Deed of Trust of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto."

5.

As additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by the court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name ▇▇▇ for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.

6.

Upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, all sums secured hereby shall immediately become due and payable at the option of Beneficiary. In the event of default Beneficiary may execute or cause Trustee to execute a written notice of such default and of his election to cause to be sold the herein described property to satisfy the obligation hereof, and shall cause such notice to be recorded in the office of the recorder of each recording district wherein said real property or some part thereof is situated.

Notice of sale having been given as then required by law and not less than the time required by law having elapsed after recordation of such notice of default, Trustee, without demand on Trustor, shall sell said property at the time and place of sale fixed by it in said notice of sale, either as a whole or in separate parcels and in such order as it may determine, at public auction to the highest and best bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to the purchaser its deed conveying the property so sold, but without any covenant or warranty, expressed or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary, as hereunder defined, may purchase at such sale.

After deducting all costs, fees and expenses of Trustee and of this Trust, including costs of evidence of title and reasonable counsel fees in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid with accrued interest at seven percent (7.0%) per annum; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. To the extent provided by law, Trustor shall be liable for and agrees to pay any deficit.

7.

This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the holder and owner, including pledgee, of the note secured hereby, whether or not named as a beneficiary herein, or, if the note has been pledged, the pledgee thereof. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural.

8.

Trustee accepts this trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

9.

Beneficiary may, from time to time as provided by statute, appoint another Trustee in place and stead of Trustee herein named, and thereupon, Trustee herein named shall be discharged and Trustee so appointed shall be substituted as Trustee hereunder with the same effect as if originally named Trustee herein.

10.

If two or more persons be designated as Trustee herein, any, or all, powers granted herein to Trustee may be exercised by any of such persons, if the other person or persons is unable, for any reason, to act, and any recital of such inability in any instrument executed by any of such persons shall be conclusive against Trustor, his heirs and assigns.

11.

Due on Sale Condition: Should Trustor sell, convey, transfer, or dispose of said property, or any part thereof, or any interest therein, or agree to do so including by means of assumption, a sale by land contract, or wrap-around financing, to any person other than an "Affiliate" (as defined in that certain Purchase and Sale Agreement dated April 1, 2005, among, inter alia, Trustor and Beneficiary (which agreement closed effective July 15, 2005)) of Trustor without the written consent of Beneficiary being first obtained, then Beneficiary shall have the right, at its option, to declare all sums secured hereby forthwith due and payable. Consent to one such transaction shall not be deemed to be a waiver of the right to require such consent to future or successive transactions.

12.

Additional Term: Trustor is personally obligated and fully liable on the amount due under the Note. Beneficiary has the right to ▇▇▇ on the note and obtain a personal judgment against Trustor for satisfaction of the amount due under the note either before or after a judicial foreclosure of the Deed of Trust, AS 09.45.170-220.

The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder be mailed to it at the address hereinbefore set forth.

           TRUSTOR:

SELECT RESOURCES CORPORATION, INC.

By:__________________________________

          ▇.▇. ▇▇▇▇▇▇, Executive Vice President

STATE OF WASHINGTON

)

) ss.

COUNTY OF ___________

)

On this ____ day of July, 2005, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared ▇. ▇. ▇▇▇▇▇▇, to me known to be the Executive Vice President, of Select Resources Corporation, Inc., the Delaware corporation that executed the foregoing instrument, and he acknowledged the 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 is authorized to execute the said instrument and that the seal affixed (if any) is the corporate seal of said corporation.

Witness my hand and official seal hereto affixed the day and year first above-written.

Notary Public in and for Washington

My Commission Expires                            

[Exhibits A and B Not Filed]

EXHIBIT I

Notice of Interest in Real Property

[Not Filed]