Exhibit 10.11

PROCEEDS ESCROW AGREEMENT

This Proceeds Escrow  Agreement (the  "Agreement") is made and entered into this
day of May, 1998, by and between Summa Metals Corp.,  28281 Crown Valley Parkway
Suite 225, Laguna Niguel, CA 92677, a Nevada corporation (the "Company/Issuer"),
American Securities Transfer & Trust, Inc., 1825 Lawrence St. Suite 444, Denver,
Colorado 80202, as escrow agent (the "Escrow Agent"),  and Boe & Company,  Inc.,
3668 So. Jasper St., Aurora, CO 80013, (the "Underwriter").

Premises

The  Company  proposes  to offer for sale to the  general  public,  through  the
Underwriter  of up to 510,000 Units on a "best efforts all or none,' basis as to
the first  130,000  Units,  and a "best  efforts only" basis as to the remaining
380,000 Units (the "Offering"),  each Unit consisting of one (1) share of common
stock of the  Company,  par value  $.001 per  share,  one (1) Class A Warrant to
purchase one share of common stock,  and one (1) Class 3 Warrant to purchase one
share of common stock,  pursuant to a  Registration  Statement on Form SB-2 (the
"Registration Statement") filed with the Securities and Exchange Commission.

                                   Agreement

NOW, THEREFORE, the parties hereto agree as follows:

     1. Commencing on the Effective Date of the Offering,  and until termination
of this Agreement, all funds collected by the Underwriter from subscriptions for
the purchase of Units in the subject Offering shall be forwarded promptly to the
Escrow  Agent,  but in any  event no later  than noon of the next  business  day
following  receipt,  and the Escrow Agent shall promptly deposit such funds with
the Union  Bank & Trust  Company,  100  Broadway,  Denver,  Colorado  80209 (the
"Depository").

     2. Collections.  All subscription  payments for Units (which payments shall
be made  payable  to "Summa  Metals  Corp.  /Escrow  Account")  received  by the
Underwriter  will be transmitted to the Escrow Agent by the  Underwriter by noon
of the next business day following  receipt by the  Underwriter,  and the Escrow
Agent shall promptly  deposit same with the Depository.  The  Underwriter  shall
include a written  account of sale,  which shall include the Investor's name and
address,  the  number of Units  purchased,  the  amount  paid  therefor,  social
security number,  taxpayer  identification number, and whether the consideration
received was in the form of a check, draft or money order ("Payment").

     3. The Escrow Agent shall  establish the Escrow Account with the Depository
and forward all Payments  received by it to the  Depository for deposit into the
Escrow Account. Any Payment received that is payable to a party other than Summa
Metals Corp./Escrow Account, and any Payment returned unpaid to the Escrow Agent
shall be  returned  to the  Underwriter.  In the event  the  Issuer  rejects  an
Investor  after  the  Investor's  Payment  has been  deposited  into the  Escrow
Account,  Issuer  shall  certify in writing to the Escrow Agent the fact of such
rejection,  the name of the Investor so rejected,  and the amount of Payment for
Units made by such  Investor,  and shall  direct  Escrow Agent to return to such
Investor a check in the amount of such  payment,  without  deduction,  provided,
however, that if Payment by such Investor has been forwarded for collection but




funds on which have not been collected,  Escrow Agent shall have no duty to make
payment  pursuant to this  paragraph  until receipt of such  collected  funds by
Escrow  Agent.  In the event Issuer  rejects an Investor  before the  Investor's
Payment has been  deposited in the Escrow  Account,  Issuer shall direct  Escrow
Agent to return promptly the Investor's Payment,  without interest,  directly to
Investor.

     4.  Interest.  Escrow  Agent shall  deliver to Issuer in a single, lump sum
payment  all  interest  earned on funds  deposited  in the  Escrow  Account.  No
interest shall be earned by or payable to Investors.

     5. Investments.  Collected funds deposited into the Escrow Account shall be
invested  only in  investments  permitted  under rule  15c2-4 of the  Securities
Exchange Act of 1935, as amended.

     6.  Concurrently  with the  transmitting  funds to the  Escrow  Agent,  the
Underwriter  shall also deliver to the Escrow Agent a schedule setting forth the
name  and  address  of  each  subscriber   whose  funds  are  included  in  such
transmittal, the number of Units subscribed for, and the dollar amount paid. All
funds so deposited shall remain the property of the subscriber until the minimum
dollar  threshold  of $780,000 is met  pursuant to the  Registration  Statement.
Until the minimum  threshold  is  reached,  the  subscribers'  funds held by the
Escrow Agent shall not be subject to any lien or charges by the Escrow Agent, or
judgments or creditors, claims against the Company.

     7. If at any time prior to the expiration of the minimum  offering  period,
as  specified  in Paragraph  8,  $780,000  has been  deposited  pursuant to this
Agreement,  the Escrow  Agent  shall  confirm  the  receipt of such funds to the
Company and  Underwriter,  and the Escrow  Agent  shall  promptly  transmit  the
balance to the Company (such event is hereafter referred to as the "Closing") by
wire  transfer  and  deliver all  documents  including  the Shares as  required.
Thereafter,  the  Escrow  Agent  shall  continue  to  accept  deposits  from the
Underwriter and transmit, upon written request of the Company the balance to the
Company  until the Offering is  terminated.  The Company shall notify the Escrow
Agent in writing of the  completion  of the Offering and shall  schedule a final
closing for the final disbursement and settlement of the balance of funds in the
offering.

     8. If the  Underwriter  has not  deposited a minimum of  $780,000  with the
Escrow Agent on or before 1998, but in any event no later than 180 days from the
Effective Date of the Offering, the Escrow Agent shall so notify the Company and
shall  promptly  transmit to those  Investors who subscribed for the purchase of
Units from the Company,  the amount of money each such  Investor so paid without
interest.  The Escrow Agent shall furnish to the Company verification of refunds
to all subscribers.

     9. If at any time prior to the termination of this escrow, the Escrow Agent
is advised by the Securities and Exchange  Commission,  or any state  securities
division,  that a stop order has been  issued with  respect to the  Registration
Statement,  the Escrow Agent shall thereon return all funds with interest to the
respective subscribers.

     10. It is  understood  and agreed  that the duties of the Escrow  Agent are
entirely ministerial, being limited to receiving monies from the Underwriter and
holding and disbursing such monies in accordance with this Agreement.

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     11. The Escrow Agent is not responsible or liable in any manner  whatsoever
for the  sufficiency,  correctness,  genuineness,  or validity of any instrument
deposited  with it, or with respect to the form or execution of the same, or the
identity, authority, or rights of any person executing or depositing the same.

     12. The  Escrow  Agent  shall not be bound by notice of any  default by any
person or to take any action with respect to such default  involving any expense
or  liability,  unless  notice in writing is given to any  officer of the Escrow
Agent of such default by the Company or the  Underwriter,  and unless the Escrow
Agent is  indemnified  in manner  satisfactory  to it  against  any  expense  or
liability arising therefrom.

     13. The Escrow Agent shall not be liable for acting on any notice, request,
waiver,  consent,  receipt,  or other  paper or  document  believed  by it to be
genuine, and to have been signed by the proper party or parties.

     14. The Escrow  Agent  shall not be liable for any error of judgment or for
any act done or step taken or omitted by it in good faith, or for any mistake of
fact or law,  or for having  anything  which it may do or refrain  from doing in
connection herewith, except its own willful misconduct.

     15. The Escrow  Agent may  consult  with legal  counsel in the event of any
dispute or question as to the consideration of the foregoing instructions or its
duties hereunder and it shall incur no liability and shall be fully protected in
acting in accordance with the opinion and instructions of such counsel.

     16. In the event of any  disagreement  between the  undersigned,  or any of
them,  the person or persons  named in the  foregoing  instructions,  and/or any
other  person,  resulting  in  adverse  claims  and;  or  demands  being made in
connection with or for any papers, money or property involved herein or affected
hereby,  the Escrow  Agent  shall be  entitled at its option to refuse to comply
with any such claim or demand so long as such  disagreement  shall continue and,
in so  refusing,  the  Escrow  Agent  shall  not  be or  become  liable  to  the
undersigned or any of them or to any person named in the foregoing  instructions
for the failure or refusal to comply with such  conflicting or adverse  demands,
and the Escrow  Agent  shall be entitled to continue to so refrain and refuse to
so act until:

     (a) The rights of adverse  claimants  have been  finally  adjudicated  in a
     court  assuming  and having  jurisdiction  over the  parties and the money,
     papers and property involved herein or affected hereby; and/or

     (b) All  differences  shall have been  adjusted by agreement and the Escrow
     Agent  shall have been  notified  thereof  in writing  signed by all of the
     persons interested.

     17. The fee of the Escrow Agent is $5,000, payable as follows:  $2,500 upon
execution of this Agreement and $2,500 upon the Closing. In addition, the Escrow
Agent  shall be paid  $5,000 on  account  of its  expenses  for acting as Escrow
Agent.  Escrow Agent shall  account to the Company for such  expenses and refund
any remaining  balance.  The Escrow Agent shall be  responsible  for fees of the
Depository. The fee agreed upon for services rendered hereunder

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is intended as full compensation for the Escrow Agent's services as contemplated
by this Agreement,  however,  in the event that the conditions of this Agreement
are not  fulfilled,  or the  Escrow  Agent  renders  any  material  service  not
contemplated  by this  Agreement,  or there is any assignment of interest in the
subject matter of this Agreement,  or any material  modification  thereof, or if
any material  controversy arises hereunder,  of the Escrow Agent is made a party
to or justifiably intervenes in any litigation pertaining to this Agreement,  or
the subject  matter hereof,  the Escrow Agent shall be fully  reimbursed for all
such  extraordinary  expenses,  including  reasonable  attorney's  fees, and all
extraordinary expenses shall be paid by the Company.

     18. Resignation.  The Escrow Agent may resign at any time and be discharged
from its duties as Escrow Agent  hereunder by giving the other parties hereto at
least  fifteen  (15)  days  notice  hereof.  As soon as  practicable  after  the
resignation,  the Escrow  Agent shall turn over to a successor  escrow agent all
monies and property held hereunder (less such amount as Escrow Agent is entitled
to retain) upon presentation to Escrow Agent of the document  appointing the new
escrow agent and its  acceptance  of such  appointment.  If no successor  escrow
agent is  appointed  within a thirty  (30) day period  following  such notice of
resignation,  Escrow  Agent  shall  deposit  the  monies and  property  with the
Superior Court of the State of Colorado in and for the County of Denver,  or the
United States District Court for the Colorado District, as it deems appropriate.

     19.   Representations   and   Warranties.   Issuer   makes  the   following
representations and warranties to Escrow Agent:

     (a) Issuer is a corporation  duly formed and validly  subsisting  under the
     laws of the State of Nevada,  and has full power and  authority  to execute
     and deliver this Escrow Agreement and to perform its obligations hereunder.

     (b) This Escrow Agreement has been duly approved by all necessary corporate
     action of the Issuer,  including any necessary  shareholder  approval,  has
     been executed by duly authorized  officers of the Issuer, and constitutes a
     valid and binding  agreement of the Issuer,  enforceable in accordance with
     its terms.

     (c) The execution,  delivery,  and performance by the Issuer of this Escrow
     Agreement  will not violate,  conflict  with,  or cause a default under the
     articles of incorporation  or By-laws of the Issuer,  any applicable law or
     regulation,  any court  order or  administrative  ruling or decree to which
     issuer is a party or any of its  property  is  subject,  or any  agreement,
     contract,  indenture, or other binding arrangement to which the Issuer is a
     party or any of its property is subject.

     (d) No party other than the parties hereto and the prospective  Subscribers
     have,  or shall have,  any lien,  claim or security  interest in the Escrow
     Funds or any  part  thereof.  No  financing  statement  under  the  Uniform
     Commercial Code is on file in any jurisdiction claiming a security interest
     in or describing  (whether  specifically  or generally) the Escrow Funds or
     any part thereof.

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     (e) Issuer hereby  acknowledges  that the status of Escrow Agent is that of
     agent only for the limited purposes set forth herein, and hereby represents
     and covenants that no  representation or implication shall be made that the
     Escrow  Agent  has   investigated   the  desirability  of  advisability  of
     investment  in the  Shares or has  approved,  endorsed  or passed  upon the
     merits of the investment  therein and that the name of the Escrow Agent has
     not and shall not be used in any  manner  in  connection  with the offer or
     sale of the Shares  other than to state that the Escrow Agent has agreed to
     serve as escrow agent for the limited purposes set forth herein.

     (f) All of the  representations  and  warranties  of the  Issuer  contained
     herein  are true and  complete  as of the date  hereof and will be true and
     complete  at the time of any  deposit  to or  disbursement  form the Escrow
     Funds.

     20.  Arbitration.  Except as expressly  provided herein,  the parties agree
that any  dispute  which  arises  under this  Agreement  that cannot be resolved
through good faith  discussions,  shall be settled by  arbitration to be held in
the City of Denver,  Colorado using the Standard Commercial Arbitration Rules of
the American Arbitration Association.

     21.  Notice.  All notices and other  communications  hereunder  shall be in
writing and shall be deemed to have been validly served, given or delivered five
(50 days after deposit in the United States mail, by certified  mail with return
receipt requested and postage prepaid,  when delivered  personally,  one (1) day
after  delivery to any  overnight  courier,  or when  transmitted  by  facsimile
transmissions facilities, and addressed to the party to be notified as follows:

     If to Issuer:                 Summa Metals Corp.
                                   28281 Crown Valley Parkway Suite 225
                                   Laguna Niguel, CA 92677

     With a copy to:               Steven L. Siskind
                                   645 Fifth Avenue, Suite 403
                                   New York, New York 10022

     If to the Escrow Agent:       American Securities Transfer & Trust, inc.
                                   1825 Lawrence Street
                                   Suite 444
                                   Denver, Colorado 80202-1817

     If to the Underwriter:        Boe & Company
                                   3668 So. Jasper Street
                                   Aurora, Colorado 80013

or to such other  address as each party may designate for itself by like notice.

     22.  Amendments or Waiver.  This Escrow  Agreement may be changed,  waived,
discharged  or terminated  only by a writing  signed by the parties  hereto.  No
delay or  omission by any party in  exercising  any right with  respect  thereto

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shall operate as a waiver.  A waiver on any one occasion  shall not be construed
as a bar to, or waiver of, any right or remedy on any future occasion.

     23.  Severability.  To the extent any provision of this Escrow Agreement is
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  to  the  extent  of  such   prohibition   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Escrow Agreement.

     24. Governing Law. This Escrow Agreement shall be construed and interpreted
in  accordance  with the internal laws of the State of Colorado  without  giving
effect to the principles or rules governing conflict of laws.

     25.  Entire  Agreement.   This  Escrow  Agreement  constitutes  the  entire
agreement between the parties relating to the acceptance,  collection,  holding,
investment and disbursement of the Escrow Funds and sets forth in their entirety
the  obligations  and duties of the Escrow Agent and Depository  with respect to
the Escrow Agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their  respective  duly  authorized  officers,  as of the date first
above written.

                                      SUMMA METALS CORPORATION


                              By: /s/ Raymond Baptista
                                      ------------------------------------------
                                      Raymond Baptista, Executive Vice-President

                              AMERICAN SECURITIES TRANSFER & TRUST, INC.

                              By:
                                      ------------------------------------------

                                      BOE & COMPANY, INC.


                              By: /s/ Jeffrey Boe, President
                                      ------------------------------------------
                                      Jeffrey Boe, President

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