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Form of Mining Company Inc. Stock Purchase Agreement - Inc.


                               MININGCO.COM, INC.
                        FORM OF STOCK PURCHASE AGREEMENT

            I hereby elect to participate in the 1999 Employee Stock Purchase
Plan (the "ESPP") for the offering period specified below, and I hereby
subscribe to purchase shares of Common Stock of, Inc. (the
"Corporation") in accordance with the provisions of this Agreement and the ESPP.
I hereby authorize payroll deductions from each of my paychecks following my
entry into the offering period in the 1% multiple of my cash earnings (not to
exceed a maximum of 15%) specified in my attached Enrollment Form.

            The offering period is divided into a series of consecutive purchase
intervals. With the exception of the initial purchase interval which begins at
the time of the initial public offering of the Common Stock and ends on October
31, 1999, those purchase intervals will each be of six months duration and begin
on the first business day of May and November each year during the offering
period. My participation will automatically remain in effect from one purchase
interval to the next in accordance with my payroll deduction authorization,
unless I withdraw from the ESPP or change the rate of my payroll deduction or
unless my employment status changes. I may reduce the rate of my payroll
deductions on one occasion per purchase interval, and I may increase my rate of
payroll deductions to become effective at the beginning of any subsequent
purchase interval.

            My payroll deductions will be accumulated for the purchase of shares
of the Corporation's Common Stock on the last business day of each purchase
interval within the offering period. The purchase price per share will be equal
to 85% of the lower of (i) the fair market value per share of Common Stock on my
entry date into the offering period or (ii) the fair market value per share on
the purchase date. I will also be subject to ESPP restrictions (i) limiting the
maximum number of shares which I may purchase per purchase interval and (ii)
prohibiting me from purchasing more than $25,000 worth of Common Stock for each
calendar year my purchase right remains outstanding.

            I may withdraw from the ESPP at any time prior to the last business
day of a purchase interval and elect either to have the Corporation refund all
my payroll deductions for that interval or to have such payroll deductions
applied to the purchase of Common Stock at the end of such interval. However, I
may not rejoin that particular offering period at any later date. Upon the
termination of my employment for any reason, including death or disability, or
my loss of eligible employee status, my participation in the ESPP will
immediately cease, and all my payroll deductions for the purchase interval in
which my employment terminates or my loss of eligibility occurs will
automatically be refunded. If I take an unpaid leave of absence, my payroll
deductions will immediately cease, and any payroll deductions for the purchase
interval in which my leave begins will, at my election, either be refunded or
applied to the purchase of shares of Common Stock at the end of that purchase
interval. If my re-employment is guaranteed by either law or contract, or if I
return to active service within ninety (90) days, then upon my return my payroll
deductions will automatically resume at the rate in effect when my leave began.

            The Corporation will issue a stock certificate for the shares
purchased on my behalf after the end of each purchase interval. The certificate
will be issued in street name and will be deposited directly in my
Corporation-designated brokerage account. I will notify the Corporation of any
disposition of shares purchased under the ESPP, and I will satisfy all
applicable income and employment tax withholding requirements at the time of
such disposition.

            The Corporation has the right, exercisable in its sole discretion,
to amend or terminate all outstanding purchase rights under the ESPP at any
time, with such amendment or termination to become effective immediately
following the end of any purchase interval. However, such purchase rights may be
amended or terminated with an immediate effective date to the extent necessary
to avoid the Corporation's recognition of compensation expense for financial
reporting purposes, should the accounting principles applicable to the ESPP
change. Upon any such termination, I will cease to have any further rights to
purchase shares of Common Stock under this Agreement.

            I have read this Agreement and hereby agree to be bound by the terms
of both this Agreement and the ESPP. The effectiveness of this Agreement is
dependent upon my eligibility to participate in the ESPP.

            Date: ________________ 199____

            Signature of Employee:_______________________________________

            Printed Name:________________________________________________

Duration of Offering Period: From: ____________, 1999 to the last business day
in April, 2001

Entry Date into Offering Period:______________

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