SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K



                                 CURRENT REPORT

                        Pursuant to Rule 13 or 15d of the
                         Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): March 5, 1997



                     FRANKLIN CONSOLIDATED MINING CO., INC.
               (Exact name of Registrant as specified in charter)



Delaware                              0-9416                    13-2879202
(State or other                    (Commission                 (IRS Employer
jurisdiction of                    File Number)              Identification No.)
incorporation)


         76 Beaver Street, Suite 500, New York, New York                10005
            (Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code: (212) 344-2828


                                 Not Applicable
          (Former name or former address, if changed since last report)
<PAGE>


Item 1.  Changes in Control of Registrant

     Not applicable.

Item 2. Acquisition or Disposition of Assets

     Not applicable.

Item 3.  Bankruptcy or Receivership

     Not applicable.

Item 4. Changes in Registrant's Certifying Accountant

     Not applicable.

Item 5. Other Materially Important Events

     On March 5, 1997,  the United  District  Court for the District of Colorado
entered a  Judgment  against  the  Company  for  $90,000  in favor of Charles J.
Friedman,  P.C., the Company's former counsel ("Friedman").  This action follows
the dismissal with prejudice on January 10, 1997 by United States District Court
Judge Allan B. Johnson of all the Company's claims against Friedman. Pursuant to
such Judgment, the parties stipulated to a stay of execution of the Judgment for
forty-five (45) days to provide the Company with time to pay Friedman $45,000 in
full and complete satisfaction of the Judgment.

     However,  pursuant to such Judgment, which is attached hereto as Exhibit A,
the Company was required,  on or before March 21, 1997, (1) to issue to Friedman
1,000,000 of the  Company's  Common Stock having  certain  piggyback  and demand
registration rights and other rights as more specifically set forth in Exhibit A
to the Judgment (the "Settlement Shares"),  (2) to execute a Financing Statement
and Security  Agreement on the  appropriate  UCC forms (the "UCC  Filings")  and
deposit such Settlement  Shares and UCC Filings into the Registry of this Court,
and (3) to file with the SEC this  Current  Report on Form 8-K setting  forth in
full and accurate  detail the terms of the Judgment  against the Company and the
terms of the stay of  execution  as set  forth  therein,  which  disclosure  and
language the Company is also  required to include in its upcoming  Annual Report
on Form 10-K for the  fiscal  year  ended  December  31,  1996.  Simultaneously,
Friedman  will  deposit on or before  March 21,  1997 into the  Registry of this
Court its Share Purchase  Warrant dated July 1, 1995 with certain  piggyback and
demand registration rights attached thereto (the "Share Purchase Warrant").

     Finally, the Company was required, as soon as possible after the completion
of its audit for the fiscal year ended  December  31, 1996 and the filing of its
Annual Report on Form 10-K, but no later than April 30, 1997, and in addition to
the registration  rights provided for in Exhibit A hereto, to file with the U.S.
Securities and Exchange Commission (the "SEC") a Registration  Statement on such
form as may be required by the SEC,  covering the Settlement Shares so that such
shares will  thereafter  be fully  registered  upon the  effective  date of such
Registration  Statement. In the event that the Company makes the $45,000 payment
on or  before  April  21,  1997,  then  Friedman  will  release  its lien on the
Company's  files and return  such files to the Company on or before May 2, 1997.
In the event that the Company fails to pay Friedman $45,000 in cash on or before
April 21, 1997,  then the Court shall  release from its Registry the  Settlement
Shares and the UCC Filings, and Friedman shall maintain possession,  custody and
control of the Company's records until the Judgment is satisfied in full.
<PAGE>


Item 6. Resignations of the Registrant's Directors

     Not applicable.

Item 7. Financial Statements and Exhibits

     (a) Form of Judgment, dated March 5, 1997.

Item 8. Change in Fiscal Year

     Not applicable.


                                   SIGNATURES



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                        FRANKLIN CONSOLIDATED MINING CO., INC.




DATE: March ___, 1997                  By: J. Terry Anderson, President
                                          ---------------------------------
                                          J. Terry Anderson, President
<PAGE>



                   IN THE UNITED STATES DISTRICT COURT FOR THE
                              DISTRICT OF COLORADO

Civil Action No. 96 WY 506 AJ

CHARLES J. FRIEDMAN, P.C., a Colorado corporation,

          Plaintiff,

         vs.

FRANKLIN CONSOLIDATED MINING CO., INC., a Delaware corporation,

          Defendant

                                ORDER OF JUDGMENT


     JUDGMENT hereby enters in favor of PLAINTIFF,  CHARLES J. FRIEDMAN, P.C., a
Colorado corporation,  against the DEFENDANT,  FRANKLIN CONSOLIDATED MINING CO.,
INC., a Delaware  corporation  (the  "Company"),  in the principal sum of Ninety
Thousand  Dollars  ($90,000.00)  as of the date of March 5,  1997,  with  annual
interest at the legal rate of 8%.

     Pursuant to the  Stipulation of the parties  before United States  District
Court  Magistrate  Judge Donald E. Abram,  execution of said  Judgment  shall be
stayed for  forty-five  (45) days provided that on or before March 21, 1997, (1)
Defendant  Company shall deposit into the Registry of this Court a  newly-issued
share  certificate  registered  in the name of Charles  J.  Friedman,  P.C.  for
1,000,000 of the  Company's  Common Stock having  certain  piggyback  and demand
registration rights and other rights as more specifically set forth in Exhibit A
hereto  (the  "Settlement  Shares"),  (2)  Defendant  Company  shall  execute  a
Financing  Statement and Security Agreement on the appropriate UCC forms as more
specifically  set forth in Exhibit B hereto (the "UCC Filings") and deposit such
UCC Filings into the Registry of this Court,  (3)  Defendant  Company shall file
with the SEC, and provide to this Court and to  Plaintiff,  a Current  Report on
Form 8-K in substantially  the form attached hereto as Exhibit C, disclosing the
dismissal  by the United  States  Federal  District  Court for the  District  of
Colorado  by Judge  Allan B.  Johnson  of all of the  Company's  claims  against
Plaintiff  Charles J. Friedman,  P.C. in their entirety on January 10, 1997, and
setting forth in full and accurate detail the terms of this Judgment against the
Company,  and the  terms of the stay of  execution  as set forth  herein,  which
disclosure  and  language  the Company  shall also be required to include in its
Annual  Report on Form 10-K for the fiscal  year ended  December  31,  1996 in a
position in the Annual Report of equal prominence to the disclosure contained in
the Company's  previous year's Annual Report on Form 10-K (namely,  a heading as
follows  in  the  Litigation   section  of  the  10-K:   "Friedman   Litigation:
Counterclaims  Dismissed;  Judgment Entered Against Company"), and (4) Plaintiff
Charles J.  Friedman,  P.C.  shall  deposit  into the Registry of this Court its
Share Purchase Warrant dated July 1, 1995 with
<PAGE>


certain  piggyback and demand  registration  rights attached thereto (the "Share
Purchase  Warrant"),  and further provided that within 20 days of the completion
of its audit for the fiscal  year ended  December  31,  1996,  but no later than
April 30,  1997,  and in addition to the  registration  rights  provided  for in
Exhibit A hereto,  Defendant  Company  shall file with the U.S.  Securities  and
Exchange  Commission (the "SEC"), and provide the Registry of this Court and the
Plaintiff with copies  verifying such filing,  a Registration  Statement on such
form as may be required by the SEC,  covering the Settlement Shares so that such
shares will  thereafter  be fully  registered  upon the  effective  date of such
Registration Statement.

Execution  of this  Judgment by Plaintiff  Charles J.  Friedman,  P.C.  shall be
stayed up to and including  the date of April 21, 1997 pending  payment by or on
behalf of the Company to Plaintiff of Forty Five Thousand  Dollars  ($45,000.00)
in cash,  or by clear  funds  by wire  transfer  to  Plaintiff's  Account.  Upon
Plaintiff's  receipt of such funds on or before April 21, 1997,  the  Settlement
Shares, the UCC Filings,  and the Share Purchase Warrant held in the Registry of
the Court shall be released to the Company or to its  designee  and the Judgment
shall be deemed satisfied in full.

In the event  that  payment  to  Plaintiff  is not made as  aforesaid,  then the
certificate  representing the Settlement Shares and the UCC Filings representing
the Company's tangible and intangible assets shall be released from the Registry
of the Court to Plaintiff on April 22, 1997,  and the Judgment shall continue to
accrue  interest at the legal rate until  collected  or paid.  Moreover,  in the
subsequent event that Defendant  Company fails to complete its audit in and file
its  Annual  Report  on Form  10-K by  April  15,  1997  and  fails  to file the
Registration  Statement  with the SEC by April 30,  1997 fully  registering  the
Settlement Shares,  Plaintiff may require the Company to make such filing at the
Company's expense.

In the event  Plaintiff  chooses to  liquidate  any portion or all of the shares
represented by the Settlement Shares, the cash proceeds from such liquidation or
sale shall be applied  against the  Judgment  and against  interest  thereon and
appropriate  Satisfactions  of  judgment  shall be filed with the Court.  In the
event  that  Plaintiff  is forced to execute  on its  Judgment,  it may elect to
proceed against the Settlement  Shares,  or such other property or rights of the
Company as it may elect, or both until the Judgment is satisfied.

Finally,  in the event that  Plaintiff  receives  the $45,000  payment on before
April 21, 1997,  Plaintiff  shall  release its lien on the  Company's  files and
return such files to the Company on or before May 2, 1997. However, in the event
that Defendant  fails to make the required  payment on or before April 21, 1997,
Plaintiff  shall maintain the Company's  records in its  possession,  custody or
control unless and until this Judgment is satisfied in full.

SO ORDERED this ___ day of March, 1997, nunc pro tunc March 5, 1997.

                                        BY THE COURT

                                        -----------------------------
                                        Judge
<PAGE>


                              EXHIBIT A TO JUDGMENT

(1)  THE NEW  SHARE  CERTIFICATE  FOR  1,000,000  COMMON  SHARES TO BE ISSUED TO
     CHARLES J.  FRIEDMAN,  P.C.  BY  FRANKLIN  CONSOLIDATED  MINING  CO.,  INC.
     PURSUANT TO THE MARCH 5, 1997  JUDGMENT  (THE  "SETTLEMENT  SHARES")  SHALL
     CONTAIN THE FOLLOWING NOTATION ON THE FRONT OF SUCH CERTIFICATE:

     "SEE  ATTACHED  PIGGYBACK  AND  DEMAND  REGISTRATION  AND  OTHER  RIGHTS OF
     SHAREHOLDER CHARLES J. FRIEDMAN, P.C."

(2)  THE FOLLOWING STATEMENT OF RIGHTS OR LEGEND SHALL BE ATTACHED TO AND MADE A
     PART OF SUCH SHARE CERTIFICATE FOR SUCH SETTLEMENT SHARES:

     STATEMENT OF RIGHTS OF SHAREHOLDER CHARLES J. FRIEDMAN, P.C.

The Holder of This Share Certificate, Charles J. Friedman, P.C. or its Assignee,
Shall Possess Unlimited Incidental ("Piggyback") Registration Rights and One (1)
Demand Registration  Right, at the Company's Cost and Expense,  and Other Rights
All As More Fully Set Forth Below:

     1.  Piggyback  Registration  Rights.  As soon as possible after the Company
concludes  its audit for the fiscal year ended  December  31, 1996 and files its
Annual Report on Form 10-K,  but in any event no later than April 30, 1997,  the
Company shall file a  Registration  Statement on such form as may be required by
the U.S.  Securities  and Exchange  Commission  ("SEC")  covering the  1,000,000
Settlement  Shares so that such shares will  thereafter be fully  registered and
freely  tradeable upon the effective date of such  Registration  Statement.  The
Company may not require that such  Settlement  Shares to be registered on behalf
of the Holder be pari passu to the number of shares  that may be  registered  by
all other  parties.  If for any reason the Company does not file a  Registration
Statement  as required on or before  April 30, 1997 and  Holder's  shares do not
become  fully  registered  and  freely  tradeable,  then each and every time the
Company shall determine to file a registration  statement in connection with the
proposed offer and sale for money of any of its  securities  either by it or any
of its security  holders (except solely to implement an employee  benefit plan),
the  Company  shall  cause  all of  Holder's  shares or  remaining  shares to be
included in such  registration  statement for current sale.  The Company may not
require that the number of shares to be  registered on behalf of Holder shall be
pari passu to the number of shares to be  registered  by all parties,  including
the Company,  distributing  securities in such underwriting.  Holder's piggyback
rights shall  continue  with respect to any of Holder's  shares which fail to be
registered or fail to become freely tradable as previously  noted. The costs and
expenses of any registration hereunder shall be borne by the Company,  including
legal fees of Holder,  except that the Company shall not be required to bear any
underwriting discounts or commissions of Holder.

                                        1
<PAGE>


STATEMENT OF RIGHTS of SHAREHOLDER CHARLES J. FRIEDMAN, P.C. (PAGE 2)

     2. Demand  Registration  Rights.  By written notice to the Company,  Holder
shall  have the  right to  demand  one  registration  of any or all of  Holder's
shares,  at the expense of the Company as provided below.  The Company shall not
be obligated to effect a registration  statement during the period starting with
the date sixty (60) days prior to the Company's estimated date of filing of, and
ending on a date six (6) months  following the effective date of, a registration
statement  pertaining to an  underwritten  public offering or securities for the
account of the Company,  provided that the Company is actively employing in good
faith all  reasonable  efforts to cause such  registration  statement  to become
effective  and  that  the  Company's   estimate  of  the  date  of  filing  such
registration statement is made in good faith.

If the Company shall furnish to Holder a certificate  signed by the President of
the Company and the Company's  underwriter and authorized by the Company's Board
of Directors  stating that in the good faith  judgment of the Board of Directors
and the  underwriter  it would be materially  detrimental  to the Company or its
shareholders for a demand registration to be undertaken in the near future, then
the  Company's  obligation  to use  its  best  efforts  to  file a  registration
statement  shall be deferred for a period not to exceed  three (3) months.  Such
certificate  must set forth in detail  the  basis for any  determination  that a
demand  registration  would be  materially  detrimental  to the  Company  or its
shareholders and the basis of any such detriment.

3. Other Rights.

     a. Notice. The Company shall notify Holder within 24 hours of the date upon
which the Company's  accountants issue their letter certifying the audit and the
financial  statements  and within 24 hours of the date upon which the  Company's
Annual Report on Form 10-K for the fiscal year ended  December 31, 1996 has been
filed with the SEC. The Company shall  provide  similar  24-hour  notice for any
other  filing with the SEC,  whether on EDGAR or  otherwise,  and shall  further
provide  Holder with a copy via express  mail of all such SEC filings  within 24
hours.  The Company shall also provide  Holder prior notice of at least five (5)
business  days  of any  material  significant  transaction,  including  mergers,
acquisitions, consolidations, sale of assets, bankruptcy, insolvency, de-listing
from  NASDAQ,  or similar  actions  that may affect  the value or  liquidity  of
Holder's stock. If these  Settlement  Shares are still owned by Holder after May
1, 1997, then the Company shall also provide Holder with prior notice  regarding
any proposed sale,  transfer,  pledge or encumbrance of all or substantially all
of the  Company's  assets,  merger,  acquisition  or any  other  significant  or
material transaction affecting any of the assets of the Company.

     b. Recapitalization,  etc. If, at any time the Common Shares represented by
this Certificate are not yet fully registered and freely tradeable,  the Company
is recapitalized by reclassifying its outstanding Common Shares into shares with
a different par value,  or by changing its  outstanding  Common Shares to shares
without par value, or if the Company or a successor corporation  consolidates or
merges with or conveys all or substantially all of its, or of any

                                        2
<PAGE>


STATEMENT OF RIGHTS of SHAREHOLDER CHARLES J. FRIEDMAN, P.C. (PAGE 3)


successor  corporation's,  property  and  assets  to any  other  corporation  or
corporations  (any such other  corporation  being included within the meaning of
the  term  "successor  corporation"  hereinbefore  used  in the  context  of any
consolidation  or merger of any other  corporation  with,  or the sale of all or
substantially  all of the  property of any such other  corporation  to,  another
corporation or  corporations),  or in the event of any other material  change of
the Company's capital structure or of any successor corporation by reason of any
reclassification,   reorganization,  recapitalization,   consolidation,  merger,
conveyance  or  otherwise,  then,  as a condition of any such  reclassification,
reorganization, recapitalization, consolidation, merger or conveyance, a prompt,
proportionate,  equitable,  lawful and adequate  provision shall be made whereby
any  additional  shares,  securities or assets that may be issued to Holder with
respect   to   such    reclassification,    reorganization,    recapitalization,
consolidation,  merger or  conveyance  shall be  covered  by this  Statement  of
Rights.

     c. Merger, dissolution,  etc. If, at any time the Common Shares represented
by this  Certificated are not yet fully registered or freely tradeable and after
prior notice has been  provided to Holder as set forth above,  the Company sells
all or substantially all of its property, or dissolves,  liquidates, or winds up
its affairs,  prompt,  proportionate  equitable,  lawful and adequate  provision
shall be made as part of the terms of any such sale,  dissolution,  liquidation,
or winding up such that Holder of this  Certificate may thereafter  receive,  in
lieu of each fully  registered and freely  tradeable Common Share of the Company
which he would have been  entitled to  receive,  the same kind and amount of any
stock,  securities or assets as may be issuable,  distributable  or payable upon
any such sale,  dissolution,  liquidation  or  winding  up with  respect to each
Common Share of the Company.

     d. Owner;  Dividend;  Rule 144. The Holder of this Certificate at all times
shall be treated by the Company as the absolute  owner hereof for all  purposes,
regardless of any notice to the contrary from any person. This Certificate shall
entitle Holder to all of the rights of shareholders or to any dividend  declared
upon the Common Shares of the Company.  At any time after the Settlement  Shares
have not yet become fully  registered and freely  tradeable,  if sufficient time
has passed  such that Rule 144 becomes  available  to Holder AND the Company and
the Company's  transfer agent lifts all trading  restrictions  on such shares so
that they  become  freely  tradeable,  with an  accompanying  opinion of counsel
acceptable  to Holder,  then the  Registration  rights  contained  herein  shall
terminate,  but only with the written approval of Holder.  However, in the event
at any time  thereafter  should Rule 144 no longer be available to holder,  then
these rights will be  automatically  reinstated  and continue until such time as
Rule 144 will become available to Holder, and such automatic reinstatement shall
continue in force until all such shares are sold by Holder or its assignee.

                                        3
<PAGE>


STATEMENT OF RIGHTS of SHAREHOLDER CHARLES J. FRIEDMAN, P.C. (PAGE 4)



IN WITNESS  WHEREOF,  the  Company has caused  this Share  Certificate  and this
accompanying  Statement  of  Rights  and  Legend  to be  executed  by  its  duly
authorized  officers,  to be affixed to the Share  Certificate for the 1,000,000
Settlement  Shares of the  Company  issued as of March 5, 1997  pursuant  to the
Judgment of the United States  District  Court in the District of Colorado dated
as of March 5, 1997, and to be sealed with the seal of the Company as of the 5th
day of March, 1997.

                                        FRANKLIN CONSOLIDATED MINING CO., INC.


[SEAL]                                  By:_______________________________
                                           J. Terry Anderson, President

Attest:
----------------------------------------
         Robert Waligunda, Secretary

                                        4
<PAGE>


STATEMENT OF RIGHTS of SHAREHOLDER CHARLES J. FRIEDMAN, P.C. (PAGE 5)



IN WITNESS  WHEREOF,  the  Company has caused  this Share  Certificate  and this
accompanying  Statement  of  Rights  and  Legend  to be  executed  by  its  duly
authorized  officers,  to be affixed to the Share  Certificate for the 1,000,000
Settlement  Shares of the  Company  issued as of March 5, 1997  pursuant  to the
Judgment of the United States  District  Court in the District of Colorado dated
as of March 5, 1997, and to be sealed with the seal of the Company as of the 5th
day of March, 1997.

                                         FRANKLIN CONSOLIDATED MINING CO., INC.


[SEAL]                                   By: J. Terry Anderson
                                             J. Terry Anderson, President

Attest:  Robert Waligunda
         Robert Waligunda, Secretary

                                        5
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                        Pursuant to Rule 13 or 15d of the
                         Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): March 5, 1997

                     FRANKLIN CONSOLIDATED MINING CO., INC.
               (Exact name of Registrant as specified in charter)

Delaware                              0-9416                    13-2879202
(State or other                    (Commission                 (IRS Employer
jurisdiction of                    File Number)              Identification No.)
incorporation)

         76 Beaver Street, Suite 500, New York, New York                10005
            (Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code: (212) 344-2828

                                 Not Applicable
          (Former name or former address, if changed since last report)
Item 1.  Changes in Control of Registrant

     Not applicable.

Item 2. Acquisition or Disposition of Assets

     Not applicable.

Item 3.  Bankruptcy or Receivership

     Not applicable.

Item 4. Changes in Registrant's Certifying Accountant

     Not applicable.

Item 5. Other Materially Important Events

     On March 5, 1997,  the United  District  Court for the District of Colorado
entered a  Judgment  against  the  Company  for  $90,000  in favor of Charles J.
Friedman,  P.C., the Company's former counsel ("Friedman").  This action follows
the dismissal with prejudice on January 10, 1997 by United States District Court
Judge Allan B. Johnson of all the Company's claims against Friedman. Pursuant to
such Judgment, the parties stipulated to a stay of execution of the Judgment for
forty-five (45) days to provide the Company with time to pay Friedman $45,000 in
full and complete satisfaction of the Judgment.

     However,  pursuant to such Judgment, which is attached hereto as Exhibit A,
the Company was required,  on or before March 21, 1997, (1) to issue to Friedman
1,000,000 of the  Company's  Common Stock having  certain  piggyback  and demand
registration rights and other rights as more specifically set forth in Exhibit A
to the Judgment (the "Settlement Shares"),  (2) to execute a Financing Statement
and Security  Agreement on the  appropriate  UCC forms (the "UCC  Filings")  and
deposit such Settlement  Shares and UCC Filings into the Registry of this Court,
and (3) to file with the SEC this  Current  Report on Form 8-K setting  forth in
full and accurate  detail the terms of the Judgment  against the Company and the
terms of the stay of  execution  as set  forth  therein,  which  disclosure  and
language the Company is also  required to include in its upcoming  Annual Report
on Form 10-K for the  fiscal  year  ended  December  31,  1996.  Simultaneously,
Friedman  will  deposit on or before  March 21,  1997 into the  Registry of this
Court its Share Purchase  Warrant dated July 1, 1995 with certain  piggyback and
demand registration rights attached thereto (the "Share Purchase Warrant").

     Finally, the Company was required, as soon as possible after the completion
of its audit for the fiscal year ended  December  31, 1996 and the filing of its
Annual Report on Form 10-K, but no later than April 30, 1997, and in addition to
the registration  rights provided for in Exhibit A hereto, to file with the U.S.
Securities and Exchange Commission (the "SEC") a Registration  Statement on such
form as may be required by the SEC,  covering the Settlement Shares so that such
shares will  thereafter  be fully  registered  upon the  effective  date of such
Registration  Statement. In the event that the Company makes the $45,000 payment
on or  before  April  21,  1997,  then  Friedman  will  release  its lien on the
Company's  files and return  such files to the Company on or before May 2, 1997.
In the event that the Company fails to pay Friedman $45,000 in cash on or before
April 21, 1997,  then the Court shall  release from its Registry the  Settlement
Shares and the UCC Filings, and Friedman shall maintain possession,  custody and
control of the Company's records until the Judgment is satisfied in full.
Item 6. Resignations of the Registrant's Directors

     Not applicable.

Item 7. Financial Statements and Exhibits

     (a) Form of Judgment, dated March 5, 1997.

Item 8. Change in Fiscal Year

     Not applicable.

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        FRANKLIN CONSOLIDATED MINING CO., INC.

DATE: March ___, 1997                  By: J. Terry Anderson, President
                                          ---------------------------------
                                          J. Terry Anderson, President
IN THE UNITED STATES DISTRICT COURT FOR THE
                              DISTRICT OF COLORADO

Civil Action No. 96 WY 506 AJ

CHARLES J. FRIEDMAN, P.C., a Colorado corporation,

          Plaintiff,

         vs.

FRANKLIN CONSOLIDATED MINING CO., INC., a Delaware corporation,

          Defendant

                                ORDER OF JUDGMENT

     JUDGMENT hereby enters in favor of PLAINTIFF,  CHARLES J. FRIEDMAN, P.C., a
Colorado corporation,  against the DEFENDANT,  FRANKLIN CONSOLIDATED MINING CO.,
INC., a Delaware  corporation  (the  "Company"),  in the principal sum of Ninety
Thousand  Dollars  ($90,000.00)  as of the date of March 5,  1997,  with  annual
interest at the legal rate of 8%.

     Pursuant to the  Stipulation of the parties  before United States  District
Court  Magistrate  Judge Donald E. Abram,  execution of said  Judgment  shall be
stayed for  forty-five  (45) days provided that on or before March 21, 1997, (1)
Defendant  Company shall deposit into the Registry of this Court a  newly-issued
share  certificate  registered  in the name of Charles  J.  Friedman,  P.C.  for
1,000,000 of the  Company's  Common Stock having  certain  piggyback  and demand
registration rights and other rights as more specifically set forth in Exhibit A
hereto  (the  "Settlement  Shares"),  (2)  Defendant  Company  shall  execute  a
Financing  Statement and Security Agreement on the appropriate UCC forms as more
specifically  set forth in Exhibit B hereto (the "UCC Filings") and deposit such
UCC Filings into the Registry of this Court,  (3)  Defendant  Company shall file
with the SEC, and provide to this Court and to  Plaintiff,  a Current  Report on
Form 8-K in substantially  the form attached hereto as Exhibit C, disclosing the
dismissal  by the United  States  Federal  District  Court for the  District  of
Colorado  by Judge  Allan B.  Johnson  of all of the  Company's  claims  against
Plaintiff  Charles J. Friedman,  P.C. in their entirety on January 10, 1997, and
setting forth in full and accurate detail the terms of this Judgment against the
Company,  and the  terms of the stay of  execution  as set forth  herein,  which
disclosure  and  language  the Company  shall also be required to include in its
Annual  Report on Form 10-K for the fiscal  year ended  December  31,  1996 in a
position in the Annual Report of equal prominence to the disclosure contained in
the Company's  previous year's Annual Report on Form 10-K (namely,  a heading as
follows  in  the  Litigation   section  of  the  10-K:   "Friedman   Litigation:
Counterclaims  Dismissed;  Judgment Entered Against Company"), and (4) Plaintiff
Charles J.  Friedman,  P.C.  shall  deposit  into the Registry of this Court its
Share Purchase Warrant dated July 1, 1995 with
certain  piggyback and demand  registration  rights attached thereto (the "Share
Purchase  Warrant"),  and further provided that within 20 days of the completion
of its audit for the fiscal  year ended  December  31,  1996,  but no later than
April 30,  1997,  and in addition to the  registration  rights  provided  for in
Exhibit A hereto,  Defendant  Company  shall file with the U.S.  Securities  and
Exchange  Commission (the "SEC"), and provide the Registry of this Court and the
Plaintiff with copies  verifying such filing,  a Registration  Statement on such
form as may be required by the SEC,  covering the Settlement Shares so that such
shares will  thereafter  be fully  registered  upon the  effective  date of such
Registration Statement.

Execution  of this  Judgment by Plaintiff  Charles J.  Friedman,  P.C.  shall be
stayed up to and including  the date of April 21, 1997 pending  payment by or on
behalf of the Company to Plaintiff of Forty Five Thousand  Dollars  ($45,000.00)
in cash,  or by clear  funds  by wire  transfer  to  Plaintiff's  Account.  Upon
Plaintiff's  receipt of such funds on or before April 21, 1997,  the  Settlement
Shares, the UCC Filings,  and the Share Purchase Warrant held in the Registry of
the Court shall be released to the Company or to its  designee  and the Judgment
shall be deemed satisfied in full.

In the event  that  payment  to  Plaintiff  is not made as  aforesaid,  then the
certificate  representing the Settlement Shares and the UCC Filings representing
the Company's tangible and intangible assets shall be released from the Registry
of the Court to Plaintiff on April 22, 1997,  and the Judgment shall continue to
accrue  interest at the legal rate until  collected  or paid.  Moreover,  in the
subsequent event that Defendant  Company fails to complete its audit in and file
its  Annual  Report  on Form  10-K by  April  15,  1997  and  fails  to file the
Registration  Statement  with the SEC by April 30,  1997 fully  registering  the
Settlement Shares,  Plaintiff may require the Company to make such filing at the
Company's expense.

In the event  Plaintiff  chooses to  liquidate  any portion or all of the shares
represented by the Settlement Shares, the cash proceeds from such liquidation or
sale shall be applied  against the  Judgment  and against  interest  thereon and
appropriate  Satisfactions  of  judgment  shall be filed with the Court.  In the
event  that  Plaintiff  is forced to execute  on its  Judgment,  it may elect to
proceed against the Settlement  Shares,  or such other property or rights of the
Company as it may elect, or both until the Judgment is satisfied.

Finally,  in the event that  Plaintiff  receives  the $45,000  payment on before
April 21, 1997,  Plaintiff  shall  release its lien on the  Company's  files and
return such files to the Company on or before May 2, 1997. However, in the event
that Defendant  fails to make the required  payment on or before April 21, 1997,
Plaintiff  shall maintain the Company's  records in its  possession,  custody or
control unless and until this Judgment is satisfied in full.

SO ORDERED this ___ day of March, 1997, nunc pro tunc March 5, 1997.

                                        BY THE COURT

                                        -----------------------------
                                        Judge
EXHIBIT A TO JUDGMENT

(1)  THE NEW  SHARE  CERTIFICATE  FOR  1,000,000  COMMON  SHARES TO BE ISSUED TO
     CHARLES J.  FRIEDMAN,  P.C.  BY  FRANKLIN  CONSOLIDATED  MINING  CO.,  INC.
     PURSUANT TO THE MARCH 5, 1997  JUDGMENT  (THE  "SETTLEMENT  SHARES")  SHALL
     CONTAIN THE FOLLOWING NOTATION ON THE FRONT OF SUCH CERTIFICATE:

     "SEE  ATTACHED  PIGGYBACK  AND  DEMAND  REGISTRATION  AND  OTHER  RIGHTS OF
     SHAREHOLDER CHARLES J. FRIEDMAN, P.C."

(2)  THE FOLLOWING STATEMENT OF RIGHTS OR LEGEND SHALL BE ATTACHED TO AND MADE A
     PART OF SUCH SHARE CERTIFICATE FOR SUCH SETTLEMENT SHARES:

     STATEMENT OF RIGHTS OF SHAREHOLDER CHARLES J. FRIEDMAN, P.C.

The Holder of This Share Certificate, Charles J. Friedman, P.C. or its Assignee,
Shall Possess Unlimited Incidental ("Piggyback") Registration Rights and One (1)
Demand Registration  Right, at the Company's Cost and Expense,  and Other Rights
All As More Fully Set Forth Below:

     1.  Piggyback  Registration  Rights.  As soon as possible after the Company
concludes  its audit for the fiscal year ended  December  31, 1996 and files its
Annual Report on Form 10-K,  but in any event no later than April 30, 1997,  the
Company shall file a  Registration  Statement on such form as may be required by
the U.S.  Securities  and Exchange  Commission  ("SEC")  covering the  1,000,000
Settlement  Shares so that such shares will  thereafter be fully  registered and
freely  tradeable upon the effective date of such  Registration  Statement.  The
Company may not require that such  Settlement  Shares to be registered on behalf
of the Holder be pari passu to the number of shares  that may be  registered  by
all other  parties.  If for any reason the Company does not file a  Registration
Statement  as required on or before  April 30, 1997 and  Holder's  shares do not
become  fully  registered  and  freely  tradeable,  then each and every time the
Company shall determine to file a registration  statement in connection with the
proposed offer and sale for money of any of its  securities  either by it or any
of its security  holders (except solely to implement an employee  benefit plan),
the  Company  shall  cause  all of  Holder's  shares or  remaining  shares to be
included in such  registration  statement for current sale.  The Company may not
require that the number of shares to be  registered on behalf of Holder shall be
pari passu to the number of shares to be  registered  by all parties,  including
the Company,  distributing  securities in such underwriting.  Holder's piggyback
rights shall  continue  with respect to any of Holder's  shares which fail to be
registered or fail to become freely tradable as previously  noted. The costs and
expenses of any registration hereunder shall be borne by the Company,  including
legal fees of Holder,  except that the Company shall not be required to bear any
underwriting discounts or commissions of Holder.

                                        1
STATEMENT OF RIGHTS of SHAREHOLDER CHARLES J. FRIEDMAN, P.C. (PAGE 2)

     2. Demand  Registration  Rights.  By written notice to the Company,  Holder
shall  have the  right to  demand  one  registration  of any or all of  Holder's
shares,  at the expense of the Company as provided below.  The Company shall not
be obligated to effect a registration  statement during the period starting with
the date sixty (60) days prior to the Company's estimated date of filing of, and
ending on a date six (6) months  following the effective date of, a registration
statement  pertaining to an  underwritten  public offering or securities for the
account of the Company,  provided that the Company is actively employing in good
faith all  reasonable  efforts to cause such  registration  statement  to become
effective  and  that  the  Company's   estimate  of  the  date  of  filing  such
registration statement is made in good faith.

If the Company shall furnish to Holder a certificate  signed by the President of
the Company and the Company's  underwriter and authorized by the Company's Board
of Directors  stating that in the good faith  judgment of the Board of Directors
and the  underwriter  it would be materially  detrimental  to the Company or its
shareholders for a demand registration to be undertaken in the near future, then
the  Company's  obligation  to use  its  best  efforts  to  file a  registration
statement  shall be deferred for a period not to exceed  three (3) months.  Such
certificate  must set forth in detail  the  basis for any  determination  that a
demand  registration  would be  materially  detrimental  to the  Company  or its
shareholders and the basis of any such detriment.

3. Other Rights.

     a. Notice. The Company shall notify Holder within 24 hours of the date upon
which the Company's  accountants issue their letter certifying the audit and the
financial  statements  and within 24 hours of the date upon which the  Company's
Annual Report on Form 10-K for the fiscal year ended  December 31, 1996 has been
filed with the SEC. The Company shall  provide  similar  24-hour  notice for any
other  filing with the SEC,  whether on EDGAR or  otherwise,  and shall  further
provide  Holder with a copy via express  mail of all such SEC filings  within 24
hours.  The Company shall also provide  Holder prior notice of at least five (5)
business  days  of any  material  significant  transaction,  including  mergers,
acquisitions, consolidations, sale of assets, bankruptcy, insolvency, de-listing
from  NASDAQ,  or similar  actions  that may affect  the value or  liquidity  of
Holder's stock. If these  Settlement  Shares are still owned by Holder after May
1, 1997, then the Company shall also provide Holder with prior notice  regarding
any proposed sale,  transfer,  pledge or encumbrance of all or substantially all
of the  Company's  assets,  merger,  acquisition  or any  other  significant  or
material transaction affecting any of the assets of the Company.

     b. Recapitalization,  etc. If, at any time the Common Shares represented by
this Certificate are not yet fully registered and freely tradeable,  the Company
is recapitalized by reclassifying its outstanding Common Shares into shares with
a different par value,  or by changing its  outstanding  Common Shares to shares
without par value, or if the Company or a successor corporation  consolidates or
merges with or conveys all or substantially all of its, or of any

                                        2
STATEMENT OF RIGHTS of SHAREHOLDER CHARLES J. FRIEDMAN, P.C. (PAGE 3)

successor  corporation's,  property  and  assets  to any  other  corporation  or
corporations  (any such other  corporation  being included within the meaning of
the  term  "successor  corporation"  hereinbefore  used  in the  context  of any
consolidation  or merger of any other  corporation  with,  or the sale of all or
substantially  all of the  property of any such other  corporation  to,  another
corporation or  corporations),  or in the event of any other material  change of
the Company's capital structure or of any successor corporation by reason of any
reclassification,   reorganization,  recapitalization,   consolidation,  merger,
conveyance  or  otherwise,  then,  as a condition of any such  reclassification,
reorganization, recapitalization, consolidation, merger or conveyance, a prompt,
proportionate,  equitable,  lawful and adequate  provision shall be made whereby
any  additional  shares,  securities or assets that may be issued to Holder with
respect   to   such    reclassification,    reorganization,    recapitalization,
consolidation,  merger or  conveyance  shall be  covered  by this  Statement  of
Rights.

     c. Merger, dissolution,  etc. If, at any time the Common Shares represented
by this  Certificated are not yet fully registered or freely tradeable and after
prior notice has been  provided to Holder as set forth above,  the Company sells
all or substantially all of its property, or dissolves,  liquidates, or winds up
its affairs,  prompt,  proportionate  equitable,  lawful and adequate  provision
shall be made as part of the terms of any such sale,  dissolution,  liquidation,
or winding up such that Holder of this  Certificate may thereafter  receive,  in
lieu of each fully  registered and freely  tradeable Common Share of the Company
which he would have been  entitled to  receive,  the same kind and amount of any
stock,  securities or assets as may be issuable,  distributable  or payable upon
any such sale,  dissolution,  liquidation  or  winding  up with  respect to each
Common Share of the Company.

     d. Owner;  Dividend;  Rule 144. The Holder of this Certificate at all times
shall be treated by the Company as the absolute  owner hereof for all  purposes,
regardless of any notice to the contrary from any person. This Certificate shall
entitle Holder to all of the rights of shareholders or to any dividend  declared
upon the Common Shares of the Company.  At any time after the Settlement  Shares
have not yet become fully  registered and freely  tradeable,  if sufficient time
has passed  such that Rule 144 becomes  available  to Holder AND the Company and
the Company's  transfer agent lifts all trading  restrictions  on such shares so
that they  become  freely  tradeable,  with an  accompanying  opinion of counsel
acceptable  to Holder,  then the  Registration  rights  contained  herein  shall
terminate,  but only with the written approval of Holder.  However, in the event
at any time  thereafter  should Rule 144 no longer be available to holder,  then
these rights will be  automatically  reinstated  and continue until such time as
Rule 144 will become available to Holder, and such automatic reinstatement shall
continue in force until all such shares are sold by Holder or its assignee.

                                        3
STATEMENT OF RIGHTS of SHAREHOLDER CHARLES J. FRIEDMAN, P.C. (PAGE 4)

IN WITNESS  WHEREOF,  the  Company has caused  this Share  Certificate  and this
accompanying  Statement  of  Rights  and  Legend  to be  executed  by  its  duly
authorized  officers,  to be affixed to the Share  Certificate for the 1,000,000
Settlement  Shares of the  Company  issued as of March 5, 1997  pursuant  to the
Judgment of the United States  District  Court in the District of Colorado dated
as of March 5, 1997, and to be sealed with the seal of the Company as of the 5th
day of March, 1997.

                                        FRANKLIN CONSOLIDATED MINING CO., INC.

[SEAL]                                  By:_______________________________
                                           J. Terry Anderson, President

Attest:
----------------------------------------
         Robert Waligunda, Secretary

                                        4
STATEMENT OF RIGHTS of SHAREHOLDER CHARLES J. FRIEDMAN, P.C. (PAGE 5)

IN WITNESS  WHEREOF,  the  Company has caused  this Share  Certificate  and this
accompanying  Statement  of  Rights  and  Legend  to be  executed  by  its  duly
authorized  officers,  to be affixed to the Share  Certificate for the 1,000,000
Settlement  Shares of the  Company  issued as of March 5, 1997  pursuant  to the
Judgment of the United States  District  Court in the District of Colorado dated
as of March 5, 1997, and to be sealed with the seal of the Company as of the 5th
day of March, 1997.

                                         FRANKLIN CONSOLIDATED MINING CO., INC.

[SEAL]                                   By: J. Terry Anderson
                                             J. Terry Anderson, President

Attest:  Robert Waligunda
         Robert Waligunda, Secretary

                                        5