2ND AMENDMENT TO NON-REVOLVING CREDIT LINE LOAN AGREEMENT

     BY THIS  AMENDMENT,  entered  into on the  28th  day of June  2002,  to the
AGREEMENT  made and entered  into as of the 14th day of March,  2001,  and first
amended  on the  12th  day  of  October  2001,  AZCO  MINING  INC.,  a  Delaware
corporation,  whose  address is 7239  North El Mirage  Road,  Glendale,  Arizona
(hereinafter  called  "Borrower"),  and Lawrence G. Olson, whose address is 7239
North El Mirage Road, Glendale,  Arizona (hereinafter called "Lender"),  for and
in consideration of the recitals and mutual promises  contained herein,  confirm
and agree as follows:

SECTION 1. GENERAL TERMS

     1.1 Lender agrees to extend the term of the March 14, 2001,  $800,000 loan,
subsequently  extended  October 12th 2001 and  currently due March 12th 2003, an
additional year to March 12th 2004 (the "Loan Extension 2").

     1.2 The Loan Extension 2 shall be evidenced by a Non-Revolving  Credit Line
Note in the form attached hereto as Exhibit A (the "Note") of Borrower, executed
and delivered  simultaneously with the execution of this Amendment,  in the face
amount of $800,000,  payable to Lender upon the terms and  conditions  contained
therein.

     1.3 The note shall take the place of the note executed in conjunction  with
the March 14,  2001  non-revolving  credit  loan  agreement  as well as the note
executed October 14th 2001 in conjunction with Loan Extension.

     1.4 In  consideration  of Loan  Extension 2, Borrower  shall enter into the
attached security agreement with Lender.


     IN WITNESS  WHEREOF,  these  presents are executed as of the date indicated
above.


                                    BORROWER

                                    AZCO MINING INC., a Delaware corporation

                                    By:
                                    Its:


                                    LENDER



                                    Lawrence G. Olson