SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K

CURRENT REPORT



Pursuant to Section 13 or 15(d) of The Securities Act of 1934



Date of Report (Date of earliest event reported)	 December 18, 1996


  Cronus Corporation	  
(Exact name of registrant as specified in its charter)



               Nevada		                0-9297			36-3880744	
	
( State or other			( Commission			( I.R.S. Employer
   jurisdiction			   File Number )			 Identification No.)
	of Incorporation )



	7660 E. Broadway Blvd., Suite 210,	Tucson, Arizona       	85710		
( Address of principal executive offices )				( Zip Code )




Registrants telephone number, including area code:		(520) 885-1220










Item 1.		Changes in Control of Registrant.

	Pursuant to the letter dated December 11, 1996, from James Ashpole, 
terminating the Reorganization and Stock Exchange agreement dated July 8, 1996 
(Exhibit 1), and the prior letter of concern (Exhibit 2) and the companys 
response letter (Exhibit 3), the company has returned to treasury the 
13,070,074 shares of restricted common stock previously controlled by 
James Ashpole.  

	Furthermore, according to an option agreement between Cronus Corporation and 
R K Management Group L.C., dated December 15, 1995, R K Management Group L.C. 
has purchased 2,000,000 shares of restricted common stock from Cronus 
Corporation.  Jonathan Roberts, president of Cronus Corporation has 100 
percent beneficial interest in R K Management Group L. C.  This acquisition 
brings the total shares controlled by Mr. Roberts to 3,000,000.


Item 2.		Acquisition or Disposition of Assets.

	Pursuant to the termination of the Reorganization and Stock Exchange 
Agreement dated July 8, 1996 (Exhibit 4) Black Diamond Mining Inc., is no 
longer a wholly owned subsidiary of Cronus Corporation.  Therefore the assets 
of the Black Diamond Mining, Inc., including the Lelan-Dividend Mining 
Claims (Exhibit 5), are no longer held by Cronus Corporation.


Item 3.		Bankruptcy or Receivership.

	None.

Item 4.		Changes in Registrants Certifying Accountant.

	None

Item 5.		Other Events.

	None.

Item 6.		Resignations of Registrants Directors.

	None.
Item 7.		Financial Statements and Exhibits.

	Exhibit 1, letter of termination of the Reorganization Agreement dated July 8, 
1996 from James Ashpole. 	

Exhibit 2, letter to James Ashpole regarding recent information material to the 
reorganization agreement dated July 8, 1996.
	
Exhibit 3, letter to James Ashpole agreeing to the termination of the 
Reorganization  and Stock Exchange Agreement.

Exhibit 4, Reorganization and Stock Exchange Agreement 

Exhibit 5, description of the Lelan-Dividend Mining Claims.
		

Item 8.		Change in Fiscal Year.

	None.

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.

					    Cronus Corporation
						( Registrant )


Date:	 December 18, 1996		       s/s Jonathan Roberts              
					  Jonathan Roberts, President 

















EXHIBIT 1


December 11, 1996

Mr. Jon Roberts
600 South Freeman Road 
Tucson, Arizona 85748

Re: Reorganization Agreement dated July 8, 1996

Dear Mr. Roberts:

I, James Ashpole, sole stockholder and 100% owner of Black 
Diamond Mining corporation, and a party to the 
Reorganization Agreement by and between Black Diamond 
Mining Corporation, Cronus Corporation, and Big Bug 
Acquisition Company dated July 8, 1996 hereby terminate the 
Reorganization Agreement due to the failure of Cronus 
Corporation to meet the condition to Black Diamond's 
Closing Obligation set forth in Article VI of the 
Reorganization Agreement as follows:

ARTICI.E VI:	Conditions to Black Diamonds 
Closing Obligation

The obligation of Black Diamond to effect the transactions 
contemplated herein shall be subject to the satisfaction, 
on or before Closing, of each of the following condition.

6.01. Representations and Warranties True. The 
representations and warranties of Cronus and Acquiring 
Corporation contained herein, in the Cronus disclosure 
Schedule and in all certificates and other documents 
delivered by Cronus to Black Diamond pursuant hereto or in 
connection with the transactions contemplated hereby shall 
be in all material respects true and accurate as of 
Closing.

6.02. Performance. Cronus shall have performed and complied 
with all agreements, obligations, conditions and covenants 
required by this Agreement to be performed or complied with 
by it on or prior to Closing.

6.03. Delivery of Audited Cronus Financial Statements. 
Cronus shall deliver to Black Diamond, Audited Cronus 
Financial Statements and the Financial statements required 
in the filing by Cronus of and for the three months ended 
March 31, 1996, on form 10- Q.

6. 04. No Government Proceedings or Litigation. No suit, 
action, investigation, inquiry or other proceeding by any 
governmental body or other person or entity or legal or 
administrative proceeding shall have been instituted or 
threatened which questions the validity or legality of the 
transactions contemplated hereby or which if successfully 
asserted would otherwise have a material and adverse effect 
on the conduct of the business or assets of Cronus or its 
subsidiaries.

6.05.	Delivery of Consideration. Cronus shall have 
delivered that consideration set forth in Article I.

ARTICLE I: Merger

1.01. Closing. The closing of the transactions evidenced by 
this Agreement the ("Closing") shall take place at the law 
office of A.F. Schaffer, P.C.,
2700 N. Central Ave. Suite 1500, Phoenix Az. 85004, (or
such other place as the parties may agree, telephonically 
or in person) at 10:00 a.m. local time on Wednesday, July 
12, 1996 (the Closing Date" ); provided, however, either 
party may, for any reason, postpone the Closing Date for a 
period up to fifteen ( 15 ) days. In addition, the Closing 
Date may be postponed to a later time and date by mutual 
agreement of the parties but provided, however, the Closing 
Date shall not be extended beyond July 31, 1996, without 
the consent of all parties hereto. If the Closing Date as 
postponed, all references to the Closing Date in this 
Agreement shall refer to the postponed date. At Closing, 
Black Diamond shall deliver to Cronus all of its files, 
documents, papers, agreements, books of account and records 
pertaining to its business.

1.02. t5urviving Corporation. Acquiring Corporation shall 
be merged with and into Black Diamond, which may herein 
sometimes referred to as Surviving Corporation. " The 
Merger shall become effective on the filing date of the 
Articles of Merger with the appropriate State Authorities.

(a) Articles of Incorporation. The articles of 
incorporation of Black Diamond, as in effect immediately 
prior to the execution and delivery of this Agreement, 
shall be the articles of the Surviving Corporation and 
shall thereafter continue to be its articles until duly 
amended or repealed.



(b) Bylaws. The bylaws of Black Diamond, as in effect 
immediately prior to the execution and delivery of this 
Agreement, shall be the bylaws of the Surviving Corporation 
and shall thereafter continue to be its bylaws until duly 
amended or repealed.

(c) Directors. The directors of Cronus and Black Diamond, 
after fulfillment of the conditions precedent to 
effectiveness of this Agreement, shall be Mr. Jon Roberts 
and Mr. George Hennessy.

(d) Executive Officer. The chief executive officer of 
Cronus and Black Diamond, after fulfillment of the 
conditions precedent to effectiveness of this Agreement, 
shall be Mr. Jon Roberts. Mr. Roberts shall hold off ice 
after the execution and delivery hereof for the term to 
which he has been elected or appointed, subject to the 
provisions set forth on the bylaws governing the respective 
corporations.

1.03. Terms of the Merger. Upon the execution and delivery 
of this Agreement and the effectiveness of the Merger, each 
share of the issued and outstanding stock of Acquiring 
Corporation shall, (.i) by virtue of the Merger and without 
any action on the part of the holder thereof, (a) cease to 
exist and shall be canceled and retired, (ii) each share of 
the issued and outstanding stock of Black Diamond shell by 
virtue of the merger and without any action on the part of 
the holders thereof, be converted into the right to 
receive, upon surrender of the certificate representing 
such shares, the consideration set forth under paragraph 
1.04 hereof, (b) and (i ) Black Diamond shall issue 100 
shares of newly issued common stock to Cronus.

1.04. Consideration. In consideration for the Merger, 
Cronus shall issue and deliver, upon fulfillment of the 
conditions precedent hereto, that number of shares as shall 
then be no less than eighty percent (80%) of all the 
outstanding common stock of Cronus, following such 
issuance. The certificates representing shares to be issued 
shall be delivered to the shareholders of slack Diamond at 
closing. The aforesaid shares shall be fully-paid and non-
assessable shares of the common stock of Cronus, all of 
which shall be restricted," as defined in Regulation D and 
Rule 144 under the securities Act of 1933, as amended (the 
Securities Act). James Ashpole has agreed to also cause the 
transfer, at the appropriate time or times by mutual 
agreement, to 8lack Diamond the following assets (a) The 
Black Diamond Mine Claims 1- 19, (b) Gila Mine Claims 1-10, 
(c) 50,000 acres of Tennessee land. If delivery of a Cronus 
share is to be made to a person other than one in whose 
name the Black Diamond certificate is re9istered, it shell 
be a condition of payment that the certificate shall be 
properly endorsed or otherwise in all farm for transfer on 
delivery and the person requesting such shall pay any 
transfer or other taxes required by reason of the payment 
to a person other than the registered holder of the 
certificate so surrendered or establish to the satisfaction 
of the Surviving Corporation that such tax has been paid or 
is not applicable. Upon and after the execution and 
delivery of this Agreement, no transfer of stock 
outstanding prior to said date shall be made on the stock 
transfer books of the Surviving Corporation.

1 05. Certain Effects of the Merger. Upon effectiveness of 
this Agreement, the separate existence of Acquiring 
Corporation shall cease, and Acquiring Corporation shall be 
merged with and into Black Diamond, which, as the Surviving 
Corporation, shall possess all the assets, properties, 
rights, privileges, powers and franchises of a public or of 
a private nature, and be subject to all liabilities, 
restrictions, disabilities and duties of Acquiring 
Corporation. If at any time the Surviving Corporation shall 
consider or be advised that any further assignment or 
assurances of law or any things are necessary or desirable 
to vest in the Surviving Corporation, according to the 
terms hereof, the title to any property or rights of 
Acquiring Corporation, the Last acting officers and 
directors of acquiring Corporation (or the corresponding 
officers and directors of the Surviving Corporation) shall 
execute and make all such proper assignments and assurances 
and do all things necessary or proper to vest title in such 
property or rights in the Surviving Corporation, and 
otherwise to carry out the purpose and intent of this 
Agreement.

1.06. Filing of Certificate of Merger. As soon as 
practicable after the effectiveness of this Agreement, 
Black Diamond and Acquiring Corporation shall deliver for 
filing duly executed Articles of Merger as required by 
Title 10 of the Arizona Business Organizations Law and the 
Nevada Corporation Code, and will take such other and 
further action in connection therewith, as may be required 
by Arizona and Nevada law to make the Merger effective as 
soon as practicable thereafter.

1.07. Sales of Shares. The parties hereto agree that any 
sales of shares of Cronus common stock, held by the 
Officers, Directors of Cronus and all parties to this 
Agreement, shall be in strict accordance with State and 
Federal laws, rules and regulations and shall be agreed 
upon by said parties prior to sale.

1.08. Protection Against Dilution. Upon the effectiveness 
of this Agreement, Cronus shall not, without the written 
approval of James Ashpole, or a vote of 80% of the issued 
and outstanding shares of common stock of Cronus, declare 
or pay any dividend payable in stock or securities 
convertible into common stock, or take any action to change 
the number of outstanding shares of the common stock by 
split up, reverse split, combination or recapitalization, 
or declare or pay any dividend or distribution on its 
common stock other than an ordinary cash dividend which 
shall be approved by the Board of Directors ) or take any 
action to merge into or consolidate with, or sell all or 
substantially all its assets to any other corporation or 
enter into any transaction as a result of which the 
separate existence of Cronus would terminate.

I, James Ashpole, further state that I have not received 
80% of the issued and outstanding shares of common stock of 
Cronus Corporation, the consideration to effect and close 
the Reorganization Agreement nor have I agreed to on 
extension and/or amendment to any term and(oz terms of the 
Reorganization Agreement as required under Article IX, 
Section 9.07:

9.07. No Oral Notification. This Agreement may be amended 
solely in writing, and only after the mutual agreement of 
the parties.

I, James Ashpole, further state that the requirement to 
deliver 80% of the issued and outstanding shares of Cronus 
Corporation as consideration, at closing, and once issued, 
the 80g ownership and control of Cronus Corporation by me, 
James Ashpole shall be maintained for a period of two years 
from date of closing, which, as of this date, December 11, 
I996, has not occurred, as set forth in Article IX, Section 
9.08 as follows:

9.08. Survival of representation, Warrantees end Covenant. 
The representations, warranties, covenants and agreements 
contained herein shall survive Closing for s period of two 
years at which time they shall expire.

Therefore, I, James Ashpole, have no alternative but to 
terminate the Reorganization Agreement, effective 
immediately, as set forth in Article VIII, article 8.01 as 
follows:

8.01. Methods of termination. This Agreement may be 
terminated and the acquisition evidenced hereby abandoned 
at any time prior to Closing by:
(a)	Mutual written consent of Black Diamond, Cronus 
and Acquiring Corporation;

(b) Black Diamond if those conditions provided for in 
Article VI of this Agreement shall not have been met or 
waived in writing by Black Diamond on or prior to July 31, 
1996;

I, James Ashpole, require that the Procedure upon 
Termination set forth in Article VIII, Section 8.02 as 
follows:

8.02. Procedure Upon Termination. In the event of 
termination and abandonment pursuant to subsections (b) or 
(c) of Section 8.01 hereof, written notice thereof shall 
forthwith be given to the other party or parties, and this 
Agreement shall terminate and the transactions contemplated 
hereby shall he abandoned without further action by either 
party If this Agreement is terminated as provided herein:

(a)	each party will return all documents, work 
papers and other material of any other party relating to 
the transactions contemplated hereby, whether obtained 
before or after the execution hereof, to the party 
furnishing the same; and,

(b) all Proprietary Information received by any party 
hereto with respect to the business of the other party or 
its subsidiaries shall not at any time be used for the 
advantage of, or disclosed to third Persons by, such party 
for any reason whatsoever, except as contemplated in 
Article V, Section 5.02 hereof.

These provisions shall be immediately complied with as soon 
as the Notice is received as set forth an Article IX, 
Section 9.02 as follows:

9.0Z. Notices, All notices and other communications 
hereunder shall be in ,writing and shall be deemed to have 
been given on the date of receipt if delivered in person or 
three days after such is sent by prepaid, first class, 
registered or certified mail, return receipt requested, or, 
again, on the date of receipt if sent by facsimile as 
follows: if to Black Diamond, Mr., James Ashpole, 8026 W. 
Aster Dr,, Peoria, AZ 85381, and if to Cronus, Mr. Jon 
Roberts at 660 S. Freeman Rd., Tucson, Arizona 85?48, (520) 
75I-4585.

I, James Ashpole, since executing the Reorganization 
Agreement July 8, 1996, have continued to own and operate 
slack Diamond Mining Corporation and as of this date retain 
100% ownership and control of Black Diamond Mining 
Corporation and the Leland-Dividend Group, the principal 
asset.

I, James Ashpole, have never been an officer, director, 
and/or 80% shareholder of Cronus Corporation, or 
responsible for any of the action and/or commitments of 
Cronus Corporation and/or Big Bug Acquisition Company.
Sincerely yours, 

s/s	James Ashpole
































EXHIBIT 2
CRONUS CORPORATION

December 4, 1996



Mr. James Ashpole
8026 West Aster Drive
Peoria, Arizona  85381

Dear Mr. Ashpole:

	I am writing to update you on the current status of matters involving Black 
Diamond and Cronus.

	As you know, Cronus Corporation and Black Diamond Mining entered into a 
number of agreements surrounding the acquisition of the Black Diamond mining 
interests.  Pursuant to Section 2.2 (C) of the purchase agreement, it was 
warranted that the Leland-Dividend Mine has an appraised value of 
$35,000,000 and a certified financial statement of at least $20,000,000.  
Our auditors, Addison, Roberts & Ludwig,P.C.have reviewed the appraisal of 
the Leland-Dividend and have had a report prepared analyzing 
the appraisal.  The auditors have pointed out that Schnepf Ellsworth 
Appraisal Group are not qualified in Arizona to give a mining appraisal.  
Enclosed please find the report of GSA Resources, Inc. which details the 
main shortcomings of the appraisal and demonstrates why the auditors 
believe they cannot rely on the appraisal.

	The auditors have also review the audited balance sheet of Black Diamond as of 
March 31, 1996 and are also unable to rely on that audit as there are no 
supporting documents nor working papers.

	Additionally, it has been represented that the Leland-Dividend Mining 
Claims are patented.  We have just learned that the surface rights to the 
area were deeded back to the Federal Government back in 1966 and 1967, 
which makes it clear that the Leland-Dividend claims are not patented.  
Enclosed are copies of the deeds.  If you could 
provide any additionally information regarding this please inform us.

	We have received a copy of the threatened lawsuit by Lerch, McDaniel, DePrima 
& Kaup, P.L.C. against Black Diamond Mining over alleged legal fees.  
This potential liability was not disclosed pursuant to the reorganization 
agreement.  Specifically,Section 2.14 warrants that there are no pending or 
threatened litigation actions against Black Diamond.

	On another note, we have received a report on the Winslow Homer painting that 
you had agreed to contribute to the company.  It appears that the Winslow Homer 
catalogue experts are of the opinion that it is not a genuine Homer.

	The previous items are of concern to Cronus as they have not been previously 
disclosed and they have a real impact on the reorganization agreement.  
Because of the effects these items may have on Cronus obligations to 
disclose such information in our SEC filings and annual report, we would 
therefore like to review the status of the reorganization agreement in light 
of the implications of the above.  If you have any 
questions regarding this matter, please do not hesitate to contact me.

					Sincerely,



					Jonathan Roberts
					President




























EXHIBIT 3
CRONUS CORPORATION

December 18, 1996



Mr. James Ashpole
8026 West Aster Drive
Peoria, Arizona  85381

Dear Mr. Ashpole:

	On behalf of Cronus Corporation I am in receipt of your letter dated December 
11, 1996, which terminates the July 8, 1996 Reorganization Agreement.  While we 
disagree with your characterization that Cronus has not complied with the 
terms of the Reorganization Agreement, we are more than happy to accept 
your termination of that agreement.  Please tender the 13,070,074 shares of 
Cronus Stock issued to you pursuant to the agreement at the below address, 
and we will then return the shares of Black Diamond Mining Inc. that are 
held by Cronus.

	Cronus Corporation has spent approximately $150,000 on behalf of Black 
Diamond Mining Inc. removing and trucking tailings from the Leland-Dividend 
mine.  
The project was proposed and managed by you.  You claimed that the tailings 
were assayed at .2 ounces of gold per ton.  You provided us with assays from 
samples you prepared which indicated .2 ounces per ton, which now appear to 
have been high-graded, as the smelter assay indicated .04 ounces per ton.  
At your direction, we paid for the removal, loading and transportation of 
approximately 700 tons of material to the smelter, only to earn Black 
Diamond Mining a smelter receipt of approximately $2,700, 
which you received.

	It light of the above, as well as the reasons stated in my December 4, 1996 
letter to you, it is in the best interst of the Company to terminate the 
Reoganization Agreement.  If you have any questions regarding this matter, 
please do not hesitate to contact me.

Sincerely,


s/s  Jonathan Roberts,	President






EXHIBIT 4
REORGANIZATION AGREEMENT


BLACK DIAMOND MINING CORPORATION
(an Arizona corporation)
and
CRONUS CORPORATION
(a Nevada corporation)
and
BIG BUG ACQUISITION COMPANY
(a Arizona corporation)
July 8, 1996












TABLE OF CONTENTS
ARTICLE I:	Acquisition								
		

1.01.	Closing								
		5
1.02.	Surviving								
		5
1.03.	Terms of the Merger							
		6
1.04.	Payment for Shares							
		6
1.05.	Certain effects of the Merger						
		7
1.06.	Filing of the Certificate of Merger					
		7
1.07.	Sales of Shares							
		7
      1.08.	Protection Against Dilution						
		7


ARTICLE II:  Representations and Warranties of Black Diamond to Cronus and 
Acquiring 		Corporation	

2.01.	Corporate Organization						
		7
2.02.	Authorization								
		8
2.03.	Compliance with Law 						
		8
2.04.	No Violations								
		8
2.05.	Shareholder Interest							
		8
2.06.	Subsidiaries and Affiliates						
		8 2.07.	Consents and Approvals of Government Authorities		
			8
2.08.	Financial Statements							
		8
2.09.	No Undisclosed Liabilities or Obligations				
		8
2.10.	Absence of Certain Changes						
		9
2.11.	Title to Properties; Encumbrances					
		10
2.12.	Contracts and Commitments; No Default				
		11
2.13.	Leases									
		12
2.14.	Litigation								
		12
2.15.	Tax Returns								
		13
2.16.	Permits and Licenses							
		13
2.17.	Disclosure								
		13

ARTICLE III:  Representations and Warranties of Cronus and Acquiring 
Corporation to 			Black Diamond	

3.01.	Corporate Organization						
		13
3.02.	Authorization								
		14
3.03.	Compliance with Law 						
		14
3.04.	No Violations								
		14
3.05.	Subsidiaries and Affiliates						
		14
3.06.	Consents and Approvals of Government Authorities			
		14
3.07.	Financial Statements							
		14
3.08.	No Undisclosed Liabilities or Obligations				
		15
3.09.	Absence of Certain Changes						
		15
3.10.	Title to Properties; Encumbrances					
		16
3.11.	Contracts and Commitments; No Default				
		17
3.12.	Litigation								
		18
3.13.	Tax Returns								
		18
3.14.	SEC Reports								
		18
3.15.	Disclosure								
		19
3.16	Corporate Status							
		19


ARTICLE IV:  Conduct of Black Diamond Pending Closing

4.01.	Regular Course of Business						
		19
4.02.	Capital Changes							
		19
4.03.	Subsidiaries								
		19
4.04.	Organization								
		20
4.05.	Contracts								
		20
4.06.	No Default; Amendment						
		20
4.07.	Compliance with Laws						
		20
4.08.	Tax Returns								
		20
4.09.	No Acquisitions							
		20


ARTICLE V:	Obligations of Cronus, Acquiring Corporation and Black Diamond 
Pending 			Closing

5.01	Full Access								
		20
5.02.	Confidentiality								
		20
5.03.	Audited Financial Statements						
		21
5.04.	Further Assurances							
		21
5.05.	Public Announcements						
		21
					
ARTICLE VI:  Conditions to Black Diamonds Closing Obligation

6.01	Representations and Warranties True					
		21
6.02.	Performance								
		21
6.03.	Delivery of Audited Cronus Financial Statements			
		21
6.04.	No Governmental Proceedings or Litigation				
		22
6.05	Delivery of Consideration						
		22
							
ARTICLE VII:  Conditions to Cronus and Acquiring Corporation's Closing 
Obligations

7.01.	Representations and Warranties True					
		22
7.02.	Performance								
		22
7.03.	Delivery of Audited Black Diamond Financial Statements		
		22
7.04.	Delivery of Appraisal							
		22
7.05.	No Governmental Proceedings or Litigation				
		22

ARTICLE VIII:  Termination and Abandonment

8.01.	Methods of Termination						
		22
8.02.	Procedure Upon Termination						
		23


ARTICLE IX:  General Provisions

9.01.	Waiver									
		23
9.02.	Notices								
		23
9.03.	Entire Agreement							
		23
9.04.	Headings								
		23
9.05.	Governing Law							
		23
9.06.	Counterparts								
		23
9.07.	No Oral Modification							
		24
9.08.	Survival of Representations, Warranties and Covenants		
		24
9.09.	Severability								
		24
9.10.	Successor and Assigns						
		24
9.11.	Brokers								
		24
9.12.	Expenses								
		24




























	THIS REORGANIZATION AGREEMENT (Agreement)  made and 
entered into this 8th day of July, 1996 (Execution Date), by and between Black
Diamond Mining, Corporation ( Black Diamond), a privately-held Arizona 
corporation, Cronus Corporation (Cronus), a publicly-held Nevada corporation,
 and Big Bug Acquisition Company (Acquiring Corporation), a Arizona 
corporation which was wholly-owned by Cronus specifically and solely for 
the purpose of acquiring Black Diamond as a wholly-owned subsidiary of 
Cronus in an Reorganization or Reverse Triangular Merger (Merger),

WITNESSETH:

WHEREAS, Cronus intends to acquire (through a reverse triangular Merger between 
Black Diamond and Acquiring Corporation) Black Diamond and its business;

WHEREAS, Acquiring Corporation is currently a wholly-owned subsidiary of 
Cronus; and

WHEREAS, the respective boards of Black Diamond, Cronus and Acquiring 
Corporation and the sole stockholders of Black Diamond and Acquiring 
Corporation (deeming it advisable for the benefit of each corporation and 
their respective stockholders that Cronus acquire through the Merger 
Black Diamond as a wholly-owned subsidiary) have approved this Agreement, 
subject to the conditions precedent to Closing set forth in Articles VI 
and VII hereof, and, therefore, have agreed that Acquiring Corporation 
be merged with and into Black Diamond and that Cronus thereby, through 
its subsidiary, Acquiring Corporation, acquire the business and prospects 
of Black Diamond;

NOW, THEREFORE, in consideration of the above and foregoing premises and the 
mutual terms, covenants, representations, warranties, covenants and 
conditions set forth herein, and such other and further consideration, the 
receipt and sufficiency of which are hereby acknowledged, THE PARTIES 
HEREBY ADOPT THIS AGREEMENT AS A TAX-FREE REORGANIZATION UNDER SECTION 
368(a) OF THE  INTERNAL REVENUE CODE AND AGREE AS FOLLOWS:

ARTICLE I: Merger

1.01.	Closing. The closing of the transactions evidenced by this Agreement the 
(Closing) shall take place at the law office of  A.F. Schaffer, P.C., 2700 
N. Central Ave. Suite 1500, Phoenix Az. 85004, (or such other place as the 
parties may agree, telephonically or in person) at 10:00a.m. local time on 
Wednesday, July 12, 1996 (the Closing Date); provided, however, either 
party may, for any reason, postpone the Closing Date for a period up to 
fifteen (15) days. In addition, the Closing Date may be postponed to a 
later time and date by mutual agreement of the parties but provided, 
however, the Closing Date shall not be extended beyond July 31, 1996, 
without the consent of all parties hereto. If the Closing Date is postponed,
all references to the Closing Date in this Agreement shall refer to the 
postponed date. At Closing, Black Diamond shall deliver to Cronus all of 
its files, documents, papers, agreements, books of account and records 
pertaining to its business.

1.02.	Surviving Corporation.   Acquiring Corporation shall be merged with 
and into Black Diamond, which may herein sometimes referred to as Surviving 
Corporation. The Merger shall become effective on the filing date of the 
Articles of Merger with the appropriate State Authorities.

(a)	Articles of Incorporation.  The articles of incorporation of Black 
Diamond, as in effect immediately prior to the execution and delivery of 
this Agreement, shall be the articles of the Surviving Corporation and 
shall thereafter continue to be its articles until duly amended or repealed.

(b)	Bylaws. The bylaws of Black Diamond, as in effect immediately prior to 
the execution and delivery of this Agreement, shall be the bylaws of the 
Surviving Corporation and shall thereafter continue to be its bylaws until 
duly amended or repealed.

(c)	Director. The directors of Cronus and Black Diamond, after fulfillment of
the conditions precedent to effectiveness of this Agreement, shall be Mr. Jon 
Roberts and Mr. George Hennessey.  

(d) Executive Officer.  The chief executive officer of Cronus and Black 
Diamond, after fulfillment of the conditions precedent to effectiveness of 
this Agreement, shall be Mr. Jon Roberts.  Mr. Roberts shall hold office 
after the execution and delivery hereof for the term to which he has been 
elected or appointed, subject to the provisions set forth in the bylaws 
governing the respective corporations. 

1.03.	Terms of the Merger.  Upon the execution and delivery of this 
Agreement and the effectiveness of the Merger, each share of the issued 
and outstanding stock of Acquiring Corporation shall, (i) by virtue of 
the Merger and without any action on the part of the holder(s) thereof, 
(a) cease to exist and shall be canceled and retired, (ii) each 
share of the issued and outstanding stock of Black Diamond shall by 
virtue of the merger and without any action on the part of the holders 
thereof, be converted into the right to receive, upon surrender of the 
certificate representing such shares, the consideration set forth under 
paragraph 1.04 hereof, (b) and (iii) Black Diamond shall issue 100 shares 
of newly issued common stock to Cronus.

1.04.	Consideration.  In consideration for the Merger, Cronus shall issue 
and deliver, upon fulfillment of the conditions precedent hereto, that 
number of shares as shall then be no less than eighty percent (80%) of 
all the outstanding common stock of Cronus, following such issuance. 
The certificates representing shares to be issued shall be delivered to 
the shareholders of Black Diamond at closing. The aforesaid shares shall 
be fully-paid and non-assessable shares of the common stock of Cronus, 
all of which shall be restricted, as defined in Regulation D and Rule 144 
under the Securities Act of 1933, as amended (the Securities Act).  
James Ashpole has agreed to also cause the transfer, at the appropriate 
time or times by mutual agreement, to Black Diamond the following assets
(a) The Black Diamond Mine Claims 1-19, (b) Gila Mine Claims 1-10, 
(c) 50,000 acres of Tennessee land.  If delivery of a Cronus share is to 
be made to a person other than one in whose name the Black Diamond 
certificate is registered, it shall be a condition of payment that the 
certificate shall be properly endorsed or otherwise in all form for 
transfer on delivery and the person requesting such shall pay any transfer 
or other taxes required by reason of the payment to a person other than 
the registered holder of the certificate so surrendered or establish to 
the satisfaction of the Surviving Corporation that such tax has been paid 
or is not applicable. Upon and after the execution and delivery of this 
Agreement, no transfer of stock outstanding prior to said date shall be 
made on the stock transfer books of the Surviving Corporation.

1.05.	Certain Effects of the Merger.  Upon effectiveness of this Agreement, 
the separate existence of Acquiring Corporation shall cease, and Acquiring 
Corporation shall be merged with and into Black Diamond, which, as the 
Surviving Corporation, shall possess all the assets, properties, rights, 
privileges, powers and franchises of a public or of a private nature, and 
be subject to all liabilities, restrictions, disabilities and duties of
Acquiring Corporation.  If at any time the Surviving Corporation shall 
consider or be advised that any further assignment or assurances of law 
or any things are necessary or desirable to vest in the Surviving 
Corporation, according to the terms hereof, the title to any property 
or rights of Acquiring Corporation, the last acting officers and directors 
of Acquiring Corporation (or the corresponding officers and directors of 
the Surviving Corporation) shall execute and make all such proper 
assignments and assurances and do all things necessary or proper to vest 
title in such property or rights in the Surviving Corporation, and 
otherwise to carry out the purpose and intent of this Agreement.

1.06.	Filing of Certificate of Merger.  As soon as practicable after the 
effectiveness of this Agreement, Black Diamond and Acquiring Corporation 
shall deliver for filing duly executed Articles of Merger as required by 
Title 10 of the Arizona Business Organizations Law and the Nevada 
Corporation Code, and will take such other and further action in 
connection therewith, as may be required by Arizona and Nevada law to 
make the Merger effective as soon as practicable thereafter.

1.07.	Sales of Shares.	The parties hereto agree that any sales of shares 
of Cronus common stock,  held by the Officers, Directors of Cronus and 
all parties to this Agreement, shall be in strict accordance with State 
and Federal laws, rules and regulations and shall be agreed upon by said 
parties prior to sale.

1.08.	Protection Against Dilution. 	Upon the effectiveness of this Agreement,
Cronus shall not, without the written approval of James Ashpole, or a vote 
of 80% of the issued and outstanding shares of common stock of Cronus, 
declare or pay any dividend payable in stock or securities convertible 
into common stock, or take any action to change the number of outstanding 
shares of the common stock by split up, reverse split, combination or 
recapitalization, or declare or pay any dividend or distribution on its 
common stock other than an ordinary cash dividend ( which shall be 
approved by the Board of Directors) or take any action to merge into or 
consolidate with, or sell all or substantially all its assets to any 
other corporation or enter into any transaction as a result of which 
the separate existence of Cronus would terminate.


ARTICLE II:	Representations and Warranties of Black Diamond to Cronus and
Acquiring Corporation

Black Diamond hereby represents and warrants to Cronus and Acquiring 
Corporation that, as of Closing:

2.01	Corporate Organization.   Black Diamond ( which term  for purposes of 
this Article II shall include any and all subsidiaries of Black Diamond, 
if any),  (a) is duly organized, validly existing and in good standing 
under the laws of the state of its organization and has all power and 
authority necessary to carry on its business as now being conducted and 
to own, lease or operate its properties and assets and (b) is duly 
qualified or licensed to do business as a foreign corporation in good 
standing in every jurisdiction in which the character or location of 
the properties and assets owned, leased or operated by it or the conduct 
of its business requires such qualification or licensing.  
With in 30 days of Closing, a schedule shall be initialed and delivered 
by Black Diamond to Cronus and Acquiring Corporation (the Black Diamond 
Disclosure Schedule) which lists in paragraph 2.0l thereof all 
jurisdictions in which Black Diamond is qualified or licenses to do 
business and has true, correct and complete copies of the articles and 
bylaws of Black Diamond as presently in effect attached, as well as a 
Certificate of Existence/Authority from the various states of organization, 
and Certificates of Authority to do Business in each and every 
jurisdiction requiring such for the conduct of the business or operations 
of Black Diamond.

2.02.	Authorization.   Black Diamond has full corporate power and 
authority to enter into this Agreement and to carry out the transactions 
contemplated hereby. The board of directors governing Black Diamond has 
duly taken all action required by law and its governing documents to 
authorize the execution and delivery of this Agreement and the 
consummation of the transactions contemplated hereby. This Agreement 
has been duly and validly executed and delivered and no other individual 
or corporate action is necessary.  This Agreement is a valid and binding 
obligation of Black Diamond and is enforceable in accordance with its 
terms, except to the extent that: (a) the enforcement of certain rights 
and remedies created by this Agreement is subject to bankruptcy, 
insolvency, reorganization and similar laws of general application 
affecting the rights and remedies of the parties, and (b) the 
enforceability of any particular provision of this agreement under 
principles of equity or the availability of equitable remedies (such as 
specific performance, injunctive relief waiver or other equitable 
remedies) is subject to the discretion of court.

2.03.	Compliance with laws.  Black Diamond is in material compliance with 
all laws, regulations and orders applicable to its businesses. Black 
Diamond has not received any notification that it is in violation of 
any law, regulation or order and no material violation exists.

2.04.	No Violations.  Neither the execution and delivery of this 
Agreement nor the consummation of the transactions contemplated 
hereby will: (a) violate any provision of the articles or bylaws of 
Black Diamond, (b) violate, be in conflict with, constitute a 
default (or an event which, with or without due notice or lapse of 
time, or both), would constitute a default under, or cause or permit 
the acceleration of the maturity of any (i) debt, (ii) obligation, 
(iii) contract, (iv) commitment or (v) other agreement to which 
Black Diamond is a party, (c) result in the creation or imposition of 
any mortgage, pledge, lien, security interest, encumbrances or charge 
of any kind upon any of the property or assets of Black Diamond under 
any debt, obligation, contract, agreement or commitment to which Black 
Diamond is a party or by which Black Diamond is bound, or (d) violate 
any statute or law or any judgment, decree, order, regulation or rule 
of any court or governmental authority by which Black Diamond is a party.

2.05.	Shareholder Interests.  The authorized and outstanding capital 
interests of Black Diamond are set forth in paragraph 2.05 of the Black 
Diamond Disclosure Schedule, each of the interests listed in paragraph 
2.05 have been fully paid for and no amount is owing Black Diamond in 
regards thereof and the same are owned free and clear if any and all 
liens and encumbrances of any kind whatsoever. There are no 
outstanding options, warrants, conversion privileges or other rights 
to purchase or acquire any interest in Black Diamond and there were 
no contracts, commitments, understandings, arrangements or restrictions 
by which Black Diamond is bound to issue any additional interests.

2.06.	Subsidiaries and Affiliates.  Black Diamond has no subsidiaries 
or affiliates.

2.07.	Consents and Approvals of Government Authorities.  No consent, approval
or authorization of or declaration, filing or registration with, any 
governmental or regulatory authority is required in connection with the 
execution, delivery and performance of this Agreement by Black Diamond 
and the consummation of the transactions contemplated hereby.

2.08.	Financial Statements.  Black Diamond, prior to Closing, shall furnish 
Cronus and Acquiring Corporation with an audited balance sheet of Black 
Diamond as of March 31, 1996, and reviewed March 31, 1994 (the Black 
Diamond Balance Sheets), as well as footnotes thereto (collectively, 
the Black Diamond Footnotes).  The Black Diamond Balance Sheets, and 
Footnotes shall have been audited and examined by independent 
certified public accountants.  The Black Diamond Balance Sheets, and 
Footnotes shall be in accordance with the books and records of Black 
Diamond and shall present fairly the assets, liabilities and financial 
condition of Black Diamond as of the date thereof, all in accordance 
with generally accepted accounting principles (GAAP) consistently 
followed and presented in accordance with the rules and regulations 
promulgated under the Securities Act and the Securities Exchange Act 
of 1934, as amended (the Exchange Act).

2.09.	No Undisclosed Liabilities or Obligations.  The Black Diamond Balance 
Sheets shall reflect in the appropriate category or categories all material 
liabilities and obligations of Black Diamond as of the date thereof and 
as of Closing Black Diamond shall have no material obligations or 
liabilities of any nature (absolute, accrued, contingent or otherwise, 
and whether due or to become due (herein liabilities)) except 
(a) liabilities which have been fully reflected or reserved against in the 
Black Diamond Balance Sheets, which reserves are appropriate and 
reasonable, (b) liabilities incurred in the ordinary course of business 
and consistent with past practice since the date of the Black Diamond 
Balance Sheets and (c) as otherwise set forth in paragraph 2.09 of the 
Black Diamond Disclosure Schedule.

2.10.	Absence of Certain Changes. Except for the execution of this 
Agreement and the consummation of the transactions contemplated herein 
and as set forth in paragraph 2.10 of the Black Diamond Disclosure 
Statement, from the date of the Black Diamond Balance Sheet and to 
Closing, Black Diamond shall not have:

(a)	suffered any material and adverse change in its financial conditions, 
working capital, assets, liabilities, reserves, business, operations or 
prospects;

(b)	suffered any loss, damage, destruction or other casualty material and 
adversely affecting any of the properties, assets or business of Black 
Diamond (whether or not covered by insurance);

(c)  borrowed or agreed to borrow any funds or incurred, or assumed or became
subject to, whether directly or by way of guarantee or otherwise, any
obligation or liability except obligations and liabilities incurred in 
the ordinary course of business and consistent with past conduct;

(d)	paid, discharged or satisfied any claims, liabilities or obligations, 
other than payments, discharges or satisfactions in the ordinary course 
of business and consistent with past practice of liabilities or 
obligations reflected or reserved against in the Black Diamond Balance 
Sheets or incurred in the ordinary course of business and consistent 
with past practice since the date of the Black Diamond Balance Sheets;

(e)	permitted or allowed any of its property or assets (real, personal 
or mixed, tangible or intangible) to he subjected to any mortgage, 
pledge, lien, security interest, encumbrance, restriction or charge 
of any kind other than in the ordinary course of business;

(f)	written down the value of any inventory or written off as 
un-collectable any notes or accounts receivable;

(g)	canceled any debts or waived any claims or rights of substantial value, 
or sold, transferred, or otherwise disposed of any of its properties or 
assets (real, personal or mixed, tangible or intangible) other than in 
the ordinary course of business;

(h)	 licensed or disposed of or permitted to lapse any rights to the use of 
any patent, trademark,	trade name, technology, process, or other intangible 
asset, copyright, or disposed of or disclosed to any person any such 
matters not theretofore a matter of public knowledge;

(i)	granted any general increase in the compensation of its directors, 
officers or employees	(including any such increase pursuant to any 
bonus, pension, profit-sharing or other plan or commitment) or any 
increase in the compensation payable or to become payable to any 
such director, officer or employee;

(j)	made any capital expenditure or commitment in excess of $50,000
individually or in excess of $50,000 in the aggregate for additions to 
property, plant or equipment;

(k)	 declared, paid or set aside for payment any distribution in respect 
of its proprietary interests (directly or indirectly) or redeemed, 
purchased or otherwise acquired any of its outstanding proprietary 
interests or other securities;

(l)	made any change in any method of accounting practice;

(m)	paid, loaned or advanced any amounts to, or sold, transferred or leased 
any properties or assets (real, personal or mixed, tangible or intangible) 
to, or entered into any agreement or arrangement with, any of its 
directors, officers or affiliates;

(n)	entered into any other transaction, contract or commitment other than 
in the ordinary course of business;

(o)	been subject to any other event or condition of any character that has 
or might reasonably have a material and adverse effect upon its financial 
condition, business, assets or properties; or

(p)	agreed, whether in writing or otherwise, to take any action described 
in this paragraph.

2.11.	Title to Properties; Encumbrances. The Black Diamond Balance Sheets 
shall reflect in the appropriate category or categories all assets of 
Black Diamond (real, personal and mixed, tangible and intangible) as of 
the dates thereof since the date of the latter of said balance sheets 
and to the Closing Date, Black Diamond shall not have acquired or 
disposed of any assets (herein assets) except (a) assets acquired or 
disposed of in the ordinary course of business and consistent with past 
practice since the date of the Black Diamond balance Sheet or (b) as 
otherwise set forth in paragraph 2.11 of the Black Diamond Disclosure 
Schedule. Black Diamond has good and marketable title to, or a 
valid leasehold interest in, all such assets and each is disclosed, as 
appropriate, in the Black Diamond Balance Sheets. None of such properties 
or assets is subject to any mortgage, pledge, lien, security interest, 
encumbrance, restriction or charge of any kind except the following: 
(a) liens which are shown on the Black Diamond Balance Sheets securing 
specified liabilities or obligations with respect to which no default 
exists; (b) liens reflected in paragraph 2.11 of the Black Diamond 
Disclosure Schedule; (c) minor imperfections of  title, if any, none 
of which (individually or in the aggregate) is substantial in amount, 
materially detracts from the value or impairs the existing me of the 
property subject thereto, or impairs the operations of the entity owning 
the same, and (d) liens for current taxes not yet due and payable.

2.12.	Contracts and Commitments; No Default.  Paragraph 2.12 of the Black 
Diamond Disclosure Schedule lists all material contracts and commitments 
to which Black Diamond is a party, including promissory notes, as of 
the date thereof, except as shall be set forth in Paragraph 2.12 of 
the Black Diamond Disclosure Schedule:

(a)	Black Diamond has no employment agreement with any officer, director, 
employee or agent, nor any agreement that contains any severance or 
termination pay liabilities or obligations;

(b)	Black Diamond has no employee to whom it is paying aggregate direct
remuneration at the annual rate of more than $50,000 for services rendered 
or commissions at a rate which (based on sales by such employee during the 
last fiscal year would exceed $50,000;

(c)	Black Diamond does not have any collective bargaining or union contract 
agreements;

(d)	Black Diamond is not restricted by agreement from carrying on any of its 
businesses or any part thereof anywhere in the world or from competing in 
any line of said businesses with any person;

(e)	Black Diamond has no debt obligation for borrowed money, including 
guarantees of or agreements to acquire any such debt obligation, of others; 

(f)	Black Diamond has no outstanding loan to any person;

(g)	Black Diamond has no obligation or liability as guarantor, surety, 
consignor, endorser, co-maker, indemnitor or otherwise in respect of the 
obligation of any other person;

(h)	Black Diamond is not subject to any obligation or requirement to provide 
funds to or make any investment (in the form of a loan, capital contribution 
or otherwise) in any person;

(i)	Black Diamond is not a party to any agreement, contract, commitment or 
loan to which any of its directors, officers or affiliates or any of their 
affiliates is a party;

(j)	there are no outstanding sales or purchases contracts, commitments or 
proposals of Black Diamond which will result in any loss exceeding $10,000 
upon completion or performance thereof, alter allowance for direct 
distribution expenses, except sales or purchase contracts, commitments or 
proposals which, in the aggregate, call for fixed and/or contingent payments 
thereunder of less than $10,000 per year;

(k)	Black Diamond is not a party to any purchase or sale contract or 
agreement which has exceeded or will exceed 10% of the gross revenues, 
as provided under GAAP, in the twelve (12) month fiscal period;

(1)	Black Diamond is not under any liability or obligation with respect 
to the return of inventory or merchandise in the possession of wholesalers, 
distributors, retailers or other customers;

(m)	Black Diamond has not given any irrevocable power of attorney to any 
person, firm, corporation or other entity for any purpose whatsoever, except 
the appointment of agents to accept service of process, and

(n)	except for agreements, contracts, commitments or restrictions referred 
to in this section or elsewhere specifically disclosed pursuant to this 
Agreement, Black Diamond has no agreement, contract, commitment or 
restriction which is material to any of its businesses, operations or 
prospects (for the purpose of this subsection, any agreement, contract, 
commitment or restriction may be deemed "immaterial" if it is a purchase 
or sale contract or agreement which has not exceeded or will not exceed 
10% of the gross revenues, as provided under GAAP, in the 12 month fiscal 
period or if it may be canceled 30 days notice without premium, penalty 
or forfeiture and it calls for fixed and/or contingent payments thereunder 
of less than $10,000 per year). 

All contracts, agreement, commitments or restrictions referred to in this 
section are valid and enforceable in accordance with their respective 
terms and Black Diamond is not in default in the performance of any of 
its obligations thereunder and is not aware of any event of default that 
has occurred which (whether with or without notice, lapse of time, 
or both, or the happening or the occurrence of any other event) would 
constitute a default thereunder.

2.13.	Leases.  Paragraph 2.13 of the Black Diamond Disclosure Schedule 
lists all material leases to which Black Diamond is a party. All such 
leases are valid, binding and enforceable in accordance with their terms, 
and are in full force and effect. Except as set forth in said paragraph 
of the Black Diamond Disclosure Schedule, (a) there are no existing 
defaults by Black Diamond or any other party (including its subsidiaries) 
under any lease, (b) no event of default has occurred which (whether with 
or without notice, lapse of time or  the happening or occurrence of any 
other event) would constitute a default under any lease and (c) all 
lessors under the leases have consented (where such consent is necessary) 
to the consummation of the transactions contemplated by this Agreement.

2.14.	Litigation.  There is no legal, administrative, arbitration or 
other proceeding, claims or action of any nature or investigation pending 
or threatened against or involving Black Diamond, or which questions 
or challenges the validity of this Agreement, or any action to be taken 
by Black Diamond pursuant to this Agreement or in connection with the 
transactions contemplated hereby, and Black Diamond does not know or have 
any reason to know of any valid basis for any such legal, administrative, 
arbitration or other proceeding, claim or action of any nature or 
investigation. Black Diamond is not subject to any judgment, order or 
decree entered in any lawsuit or proceeding which has an adverse effect 
on their respective business practices or on its ability to acquire any 
property or conduct its businesses in any area.

2.15.	Tax Returns.  It is understood that even though it has previously 
had very limited operations and no income, Black Diamond may not have 
filed all federal, state and local tax reports and returns required to 
have been filed by it and may not have paid all taxes or other charges 
which may be claimed.  Further, the reserves for taxes which may be 
reflected in the Black Diamond  financial statements may be inadequate.  
All filings due shall be completed within 30 days after closing.

2.16.	Permits and Licenses.  Black Diamond has, to the best of its knowledge,
obtained all necessary permits and licenses required in the operation and 
conduct of its businesses, all of which are now valid and in good 
standing, further, none of such unduly burdens or restricts Black Diamond 
in the ordinary course of its businesses; and, further, Black Diamond 
has complied with all commitments and obligations under all such items.

2.17.	Disclosure.  No representations or warranties by Black Diamond in this 
Agreement and no statement contained in any document (including, without 
limitation, the Black Diamond Disclosure Schedule), certificate, or other 
writing furnished by Black Diamond to Cronus or Acquiring Corporation 
pursuant to the provisions hereof or in connection with the transactions 
contemplated hereby, contain any untrue statement of material fact or 
omit to state any material fact necessary in order to make the statements 
herein or therein, in light of the circumstances under which they were 
made, not materially misleading;  further, there are no facts unknown 
to Black Diamond which (either individually or in the aggregate) could 
or would materially and adversely affect or involve any substantial 
possibility of having a material, adverse effect upon the condition 
(financial or otherwise), results of operations, assets, liabilities or 
businesses of Black Diamond which have not been disclosed in this Agreement.


ARTICLE III: Representations and Warranties of Cronus and Acquiring 
Corporation to Black Diamond

Cronus and Acquiring Corporation hereby represent and warrant to Black 
Diamond that, as of Closing:

3.01.	Corporate Organization. Cronus and each of its subsidiaries (a) are 
duly organized, validly existing and in good standing under the laws of 
the state of their organization and have all corporate power and 
authority necessary to carry on their business as now being conducted 
and to own, lease or operate their respective properties and assets and 
(b) are duly qualified or licensed to do business as foreign corporations 
in good standing in every jurisdiction in which the character or location 
of the properties and assets owned, leased or operated by them or the 
conduct of their business requires such qualification or licensing. A 
schedule shall be initialed and delivered by Cronus to Black Diamond 
(the Cronus Disclosure Schedule) which lists in Paragraph 3.01 
thereof all jurisdictions in which Cronus and its subsidiaries are 
qualified or licensed to do business, and has true, correct and complete 
copies of the articles and bylaws of Cronus and its subsidiaries as 
presently in effect attached, as well as a Certificate of 
Good Standing from the various states of organization, and Certificates 
of Authority to do Business in each and every jurisdiction requiring 
such for the conduct of the business or operations of Cronus and its 
subsidiaries.

3.02.	Authorization.  Cronus and Acquiring Corporation, has full corporate 
power and authority to enter into this Agreement and to carry out the 
transactions contemplated hereby. The board of directors governing Cronus 
and Acquiring Corporation has taken all action required by law and their 
governing documents to authorize the execution and delivery or this 
Agreement and the consummation of the transactions contemplated 
hereby This Agreement has been duly and validly executed and delivered 
and no other corporate action is necessary. This Agreement is a valid 
and binding obligation of Cronus and Acquiring Corporation, enforceable 
in accordance with its terms, except to the extent that: (a) the 
enforcement of certain rights and remedies created by this agreement 
is subject to bankruptcy, insolvency, reorganization and similar laws of 
general application affecting the rights and remedies of the parties, 
and (b) the enforceability of any particular provision of this Agreement 
under principles of equity or the availability of equitable remedies 
(such as specific performance, injunctive relief, waiver or other 
equitable remedies) is subject to the discretion of court.

3.03.	Compliance with Law.   Cronus and each of its subsidiaries are in 
compliance with all laws, regulations and orders applicable to their 
respective businesses. Neither Cronus nor any of its subsidiaries has 
received any notification that they or any of them are in violation or 
any law, regulation or order and no such violation exists.

3.04.	No Violations.  Neither the execution and delivery of this Agreement 
nor the consummation of the transactions contemplated hereby will: 
(a) violate any provision of the articles or bylaws of Cronus or any 
of its subsidiaries, (b) violate, be in conflict with, constitute a 
default (or an event which, with or without due notice or lapse of 
time, or both, would constitute a default) under, or cause or permit 
the acceleration of the maturity or any (i) debt, (ii) obligation, 
(iii) contract, (iv) commitment or (v) other agreement to which Cronus 
or any of its subsidiaries is or are a party, (c) result in the creation 
or imposition of any mortgage, pledge, lien, security interest, 
encumbrance or charge of any kind upon any of the property or assets of 
Cronus and/or any of its subsidiaries under any debt, obligation, 
contract, agreement or commitment to which Cronus and/or any of its 
subsidiaries is or are a party or by which Cronus and/or any of its 
subsidiaries is or are bound, or (d) violate any statute or law or 
any judgment, decree, order, regulation or rule of any court or 
governmental authority by which Cronus and/or any of its subsidiaries 
is or are a party.

3.05.	Subsidiaries and Affiliates.  Paragraph 3.05 of the Cronus Disclosure 
Schedule lists all subsidiaries of Cronus.

3.06.	Consents and Approvals of Government Authorities.  No consent, approval 
or authorization of, or declaration, filing or registration with, any 
governmental or regulatory authority is required in connection with the 
execution, delivery and performance of this Agreement by Cronus and the 
consummation of the transactions contemplated hereby.

3.07.	Financial Statements.  Cronus at Closing has furnished Black Diamond 
with audited, consolidated balance sheets as of December 3l, 1994, and 
December 3l, 1995 (the Cronus Balance Sheets), and audited, consolidated 
statements of income, cash flows and retained earnings for the years 
ended December 31, 1993, December 31, 1994, and December 31, 1995, as 
well footnotes thereto (collectively, the Cronus Operating Statements 
and Footnotes).  The Cronus Balance Sheets, Operating Statements and 
Footnotes have been audited and examined by independent certified public 
accountants. The Cronus Balance Sheets, Operating Statements and Footnotes 
are in accord with the books and records of Cronus and they fairly present 
the assets, liabilities and financial condition of Cronus as of the date 
thereof and the results of Cronus' operations, all in accordance with 
(GAAP consistently followed and presented in accordance with the 
rules and regulations promulgated under the Securities Act and Use Exchange 
Act.

3.08.	No Undisclosed Liabilities or Obligation's.  The Cronus Balance 
Sheets list in the appropriate category or categories all liabilities 
and obligations of Cronus and its subsidiaries as of the date thereof 
Cronus and its subsidiaries as of Closing have no obligations or 
liabilities of any nature (absolute, accrued, contingent or otherwise, 
and whether due or to become due (herein "liabilities") except 
(a) liabilities which have been fully reflected or reserved against 
the Cronus Balance Sheets, which reserves are appropriate and reasonable;
(b) liabilities incurred in the ordinary course of business and 
consistent with past practice since the date of the Cronus Balance Sheets;
and (c) as otherwise set forth in paragraph 3.08 of the Cronus Disclosure 
Schedule.

3.09.	Absence of Certain Changes. Except as set forth in paragraph 3.09 
of the Cronus Disclosure Statement, since the date of the 1995 Cronus 
Balance Sheet, neither Cronus nor any of its subsidiaries have;

(a)	suffered any material and adverse change in their respective financial 
conditions, working capital, assets, liabilities, reserves, business, 
operations or prospects;

(b)	suffered any loss, damage, destruction or other casualty materially and 
adversely affecting any of the properties, assets or business of Cronus and/or 
its subsidiaries (whether or not covered by  insurance);

(c)	borrowed or agreed to borrow any funds or incurred, or assumed or became 
subject to, whether directly or by way of guarantee or otherwise, any 
obligation or liability except obligations and liabilities incurred in the 
ordinary course of business and consistent with past conduct;
	
(d)	paid, discharged or satisfied any claims, liabilities or obligations, 
other than payments, discharges or satisfactions in the ordinary course of 
business and consistent with past practice of 	liabilities or obligations 
reflected or reserved against in the Cronus Balance Sheet or incurred in 
the ordinary course of business and consistent with past practice since 
the date of the Cronus Balance Sheet;

(e)	permitted or allowed any of their property or assets (real, personal 
or mixed, tangible or intangible) to be subjected to any mortgage, pledge, 
lien, security interest, encumbrances, restriction or charge of any kind;

(0	written down the value of any inventory or written off as uncollectible 
any notes or accounts receivable;

(g)	canceled any debts or waived any claims or rights of substantial value, 
or sold, transferred, or otherwise disposed of any of their properties 
or assets (real, personal or mixed, tangible or intangible);

(h)	licensed or disposed of or permitted to lapse any rights to the use of 
any patent, trademark, trade name, technology, process, or other intangible 
asset, copyright, or disposed of or disclosed to any person any such 
matters not theretofore a matter of public knowledge;

(I)	granted any general increase in the compensation of their respective 
directors, officers or employees (including any such increase pursuant 
to any bonus, pension, profit-sharing or other plan or commitment) or 
any increase in the compensation payable or to become payable to any 
such director, officer or employee;

0)	made any capital expenditure or commitment in excess of $50,000 
individually or in excess of $50,000 in the aggregate for additions to 
property, plant or equipment;

(k)	declared, paid or set aside for payment any dividend or other 
distribution in respect of the Common Stock or (directly or indirectly) 
redeemed, purchased or otherwise acquired any of its Common Stock or 
other securities;

(I)	made any change in any method of accounting practice;

(m)	paid, loaned or advanced any amounts to, or sold, transferred or 
leased any properties or assets (real, personal or mixed, tangible or 
intangible) to, or entered into any agreement or arrangement with, any 
of their respective directors, officers or affiliates;

(n)	entered into any other transaction, contract or commitment other 
than in the ordinary course of business;

(o)	been subject to any other event or condition of any character that 
has or might reasonably have a material and adverse effect upon their 
financial condition, business, assets or properties; or

(p)	agreed, whether in writing or otherwise, to take any action described 
in this paragraph.

3.10.	Title to Properties; Encumbrances. The Cronus  Balance Sheets list in 
the appropriate category or categories all of the assets of Cronus and its 
subsidiaries (real, personal and mixed, tangible and intangible) as of the 
dates thereof. Since the date of said balance sheets, neither Cronus nor 
any of its subsidiaries have acquired or disposed of any assets (herein 
"assess") except (a) assets acquired or disposed of in the ordinary 
course of business and consistent with past practice since the date of the 
Cronus Balance Sheets and (b) as otherwise set forth in paragraph 3.10 
of the Cronus Disclosure Schedule.  Cronus and its subsidiaries have 
good and marketable title  to, or a valid leasehold interest in, all 
such assets and each is disclosed, as appropriate, in the Cronus 
Balance Sheets None of such properties or assets is subject to any 
mortgage, pledge, lien, security interest, encumbrance, restriction or 
charge of any kind except the following: (a) liens shown on the Cronus 
Balance Sheets securing specified liabilities or obligations with respect 
to which no default exists; (b) liens disclosed in paragraph 3.10 
of the Cronus Disclosure Schedule; (c) minor imperfections of title, 
if any, none of which (individually or in the aggregate) is substantial 
in amount, materially detracts from the value or impairs the existing 
use of the property subject thereto, or impairs the operations of the 
entity owning the same, and (d) liens for current taxes not yet due and 
payable.

3.11	Contracts and Commitments; No Default.  The Cronus Balance Sheets or 
Footnotes list all material contracts and commitments to which Cronus 
and/or any of its subsidiaries is or are a party, including promissory 
notes, as of the date thereof Except as set forth in Paragraph 3.11 of 
the Cronus Disclosure Schedule:

(a)	neither Cronus nor any of its subsidiaries has any employment 
agreement with any officer, director, employee or agent, nor any 
agreement that contains any severance or remuneration pay liabilities 
or obligations;

(b)	neither Cronus nor any of its subsidiaries has any employee to whom 
it is paying aggregate direct remuneration at the annual rate of mote 
than $50,000 for services rendered or commissions at a rate which (based 
on sales by such employee daring the last fiscal year) would exceed $50,000;

(c)	neither Cronus nor any of its subsidiaries has any collective 
bargaining or union contract agreements;

(d)	neither Cronus nor any of its subsidiaries is restricted by agreement 
from carrying on their respective businesses or any part thereof anywhere 
in the world or from competing in any line of said businesses with any 
person;

(e)	neither Cronus nor any of its subsidiaries has any debt obligation for 
borrowed money, including guarantees of or agreements to acquire any such 
debt obligation, of others;

(f)	neither Cronus nor any of its subsidiaries has any outstanding loan 
to any person;

(g)	neither Cronus nor any of its subsidiaries has any obligation or 
liability as guarantor, surety, co-signor, endorser, co-maker, indemnitor 
or otherwise in respect of the obligation of any other person;

(h)	neither Cronus nor any of its subsidiaries is subject to any obligation 
or requirement to provide funds to or make any investment (in the form of a 
loan, capital contribution or otherwise) in any person;

(I)	neither Cronus nor any of its subsidiaries is a party to any agreement, 
contract, commitment or loan to which any of its directors, officers or 
affiliates or any of their affiliates is a party;

(j)   there am no outstanding sales or purchase contracts, commitments or 
proposals of Cronus or any of its subsidiaries which will result in any loss 
exceeding $ 10,000 upon completion or performance thereof, after allowance 
for direct distribution expenses, except sales or purchase contracts, 
commitments or proposals which, in the aggregate, call for fixed and/or 
contingent payments thereunder of less than $10,000 per year;

(k)	neither Cronus nor any of its subsidiaries is a party to any purchase 
or sale contract or agreement which continues for a period of more than 
twelve months (including periods covered by any option to renew);

(I)	neither Cronus nor any of its subsidiaries is under any liability or 
obligation with respect to the return of inventory or merchandise in the 
possession of wholesalers, distributors, retailers or other customers;

(m)	neither Cronus nor any of its subsidiaries have given any irrevocable 
power of attorney to any person, firm, corporation or other entity for 
any purpose whatsoever, except the appointment of agents to accept service 
of process; and

(n)	except for agreements, contracts, commitments or restrictions referred 
to in this section or elsewhere specifically disclosed pursuant to this 
Agreement, neither Cronus nor any of its subsidiaries has any agreement, 
contract, commitments or restriction which is material to any of their 
respective businesses, operations or prospects (for the purpose of this 
subsection, any agreement, contract, commitment or restriction may be 
deemed "immaterial" if it may be canceled on 30 days' notice without 
premium, penalty or forfeiture and it calls for fixed and/or contingent 
payments thereunder of less than $10,000 per year).

All contracts, agreements, commitments or restrictions referred to in 
this section are valid and enforceable in accordance with their respective 
terms and neither Cronus nor any of its subsidiaries is in default in 
the performance of any of their respective obligations thereunder and 
no event of default has occurred which (whether with or without notice, 
lapse of time, or both, or the happening or the occurrence of any other 
event would constitute a default thereunder.

3.12.	Litigation.  There is no legal, administrative, arbitration or other 
proceeding, claim or action of any nature or investigation pending or 
involving Cronus or any of its subsidiaries, or which questions or 
challenges the validity of this Agreement, or any action to be taken by 
Cronus pursuant to this Agreement or in connection with the transactions 
contemplated hereby, and Cronus and its subsidiaries do not know or have 
any reason to know of any valid basis for any such legal, administrative, 
arbitration or other proceeding, claim or action of any nature or 
investigation, except as disclosed in Paragraph 3.13 of the Cronus 
Disclosure Statement.  Neither Cronus nor any of its subsidiaries is 
subject to any judgment, order or decree entered in any lawsuit or 
proceeding which has an adverse effect on their respective business 
practices or on their ability to acquire any property or conduct their 
respective businesses in any area.

3.13.	Tax returns. Cronus and its subsidiaries have duly filed all federal, 
state and local tax reports and returns required to be filed by them and 
have duly paid all taxes and other charges due or claimed to be due from 
them by federal, state and local taxing authorities; further, the reserves 
for taxes reflected in the Cronus Balance Sheets, if any, are adequate, 
and there are no tax liens upon any property or assets of Cronus or its 
subsidiaries.

3.14.	SEC Report.  Paragraph 3.14 of the Cronus Disclosure Schedule 
contains the Form l0-Q as of and for the nine months ended September 30, 
1995, as filed by Cronus with the Securities and Exchange Commission 
(the "Commission" ) pursuant to the Exchange Act. This report was prepared 
in all material respects in accordance with the requirements of the 
Exchange Act and the rules and regulations thereunder, and does not 
contain any untrue statement of a material fact or omit to state any 
material fact requited to be stated therein or necessary in order to 
make the statements therein, in light of the registration statements in 
which they were made, not misleading.  Although prepared, Cronus has not 
filed all reports with the Commission required to be filed by it prior to 
the period ended March 31, 1996.

3.15.	Disclosure.   No representations or warranties by Cronus in this 
Agreement and no statement contained in any document (including, without 
limitation, the Cronus Disclosure Schedule), certificate, or other 
writing furnished by Cronus to Black Diamond pursuant to the provisions 
hereof or in connection with the transactions contemplated hereby, 
contain any untrue statement of material fact or omit to state any 
material fact necessary in order to make the statements herein of therein, 
in light of the circumstances under which they were made, not misleading; 
further, there are no facts known to Cronus or its subsidiaries which 
(either individually or in the aggregate) could or would materially and 
adversely affect or involve any substantial possibility of having a 
material, adverse effect upon the condition (financial or otherwise), 
results of operations, assets, liabilities or businesses of Cronus and/or 
its subsidiaries which have not been disclosed in this Agreement.

3.16.	Corporate Status.   Cronus is currently  trading on NASDAQ bulletin 
board under the symbol "CRON".  The total number of shares of  restricted 
common stock issued and outstanding, as of  May 23, is 4,662,000 and the 
total number of free trading is 6,251,667, with a total of 40,000,000 
shares authorized and approximately 350 shareholders of record.  
Shareholders have agreed to surrender 3,500,000 shares of Cronus 
restricted common stock which have not been subtracted from the issue and 
outstanding shares.  The total number of shares issued and outstanding 
upon completion of the merger shall be approximately 20,487,737.  
Cronus has not filed the December 31, 1995 10-K or the March 31, 1996 
and June 30, 1996 10-Q's.  Cronus will file all SEC filings at the 
earliest date possible.


ARTICLE IV: Conduct of Black Diamond Pending Closing

Pending Closing and until the Termination Date:

4:01.	Regular Course of Business. Black Diamond and its subsidiaries, if 
any, will carry on their respective businesses diligently and 
substantially in the same manner as heretofore conducted, and Black 
Diamond and such subsidiaries shall not institute any new methods of 
purchase, sale, lease, management, accounting or operation or engage in 
any transaction or activity, enter into any agreement or make any commitment 
except in the ordinary course of business and consistent with past practice.

4.02.	Capital Changes.  Neither Black Diamond nor any of its subsidiaries, 
if any, shall issue or sell, or issue options, warrants to purchase, 
conversion privileges or other rights to subscribe to, or enter into any 
arrangement or contract with respect to, any interests therein or any of 
their other securities, or make any other changes in their capital structure.

4.03.	Subsidiaries.  Neither Black diamond nor any of its subsidiaries, 
if any, shall organize any subsidiary, acquire any capital stock or 
other equity security of any entity or acquire any interest (equity, debt 
or otherwise) in any business.

4.04.	Organization.   Black Diamond and its subsidiaries, if any, shall 
preserve their existence and business organizations intact, keep 
available their key employees, and preserve their relationships with 
suppliers, dealers, licenses, licensees, distributors, customers and 
others having business relations with them.

4.05.	Contracts.   No contracts or commitments shall be entered into by 
or on behalf of Black Diamond or any of its subsidiaries, if any, except 
in the ordinary course of business.

4.06.	No Default; Amendment.   Neither Black Diamond nor any of its 
subsidiaries, if any, shall do any actor omit to do any act, or permit 
any act or omission to act, which shall cause a material breach of any 
material contract or commitment of Black Diamond or any of its 
subsidiaries, nor shall they amend any material contract.

4.07.	Compliance with Laws.   Black Diamond and its subsidiaries, 
if any, shall duly comply with all laws applicable to them and their 
properties, operations, businesses and employees.

4.08.	Tax Returns.   Black Diamond and its subsidiaries, if any, shall 
promptly prepare and file all federal, state,local and foreign tax 
returns and amendments thereto required to be filed by them.

4.09.	No Acquisitions or Sales.   Neither Black Diamond nor any of its 
subsidiaries, if any, will approve or undertake in any manner any merger, 
consolidation, asset acquisition or disposition or tender offer or other 
takeover transaction or furnish or cause to be furnished any information 
concurring their business, properties or assets to any person (other 
than to Cronus) which is interested in any such transaction, or solicit 
or encourage any inquiries or proposals for the acquisition of all or any 
part of their capital interests, assets or business.

ARTICLE V: Obligations of Black Diamond, Cronus and Acquiring Corporation 
Pending Closing. 

Black Diamond, Cronus and Acquiring Corporation hereby covenant and agree 
with one another that:

5.01.   Full Access.  Black Diamond, Cronus and Acquiring Corporation 
shall afford to one another, their respective counsel, officers, 
directors, accountants and authorized representatives full access to 
one another's physical facilities, books and records in order that they 
may each have full opportunity to make such investigations as they shall 
desire to make of the affairs of one another; provided, however, that 
any such investigation shall be conducted in such a manner so as nor 
to interfere unreasonably with the operation of the business of either 
Black Diamond, Cronus and Acquiring Corporation, and, further, each of 
the parties hereto shall cause their respective officers, directors and 
independent and in-house accountants and attorneys to furnish such 
additional financial and operating data and other information as either 
shall from time to time reasonably request, including access to the 
working papers of their independent certified public accountants.

5.02.	Confidentiality. Black Diamond, Cronus and Acquiring Corporation 
shall (and shall cause their respective counsel, officers, directors, 
accountants and representatives to) hold in confidence and not disclose 
to others for any reason whatsoever, any and all information received 
by any one or more from one or more of the others in connection 
with the transactions contemplated hereby that any party identifies 
with reasonable specificity in writing as proprietary ("propriety 
information"), except to the extent that such Proprietary Information 
was previously known to the party to whom it is being disclosed or was 
otherwise available from third persons without restriction on its further 
use or disclosure or was otherwise not legally protectable as proprietary 
information;  provided, however, that nothing herein contained shall be 
deemed to preclude either party from (a) asserting that any document or 
information whether or not embodied in a document asserted by any party 
to be proprietary is not entitled to protection as such on the grounds 
that such Proprietary Information was previously known to the party to 
whom it was disclosed or was otherwise available from third persons 
without restriction on its further use or disclosure or otherwise not 
legally protectable as proprietary, (b) thereafter freely using or 
disclosing such information unless a court of competent jurisdiction 
finally determines that this provision does not apply to such information, 
(c) disclosing information if required by law, regulation , court or 
administrative order.

5.03.	Audited Financial Statements. On or prior to Closing, Black Diamond 
shall deliver to Cronus and Acquiring Corporation the Audited Black 
Diamond Balance Sheets, and Footnotes and an unqualified opinion from 
independent certified public accountants pertaining thereto. The 
presentation of the foregoing shall be in such a manner so as to comply 
with the rules and regulations under the Securities Act and Exchange Act.
Correspondingly, on or prior to Closing, Cronus shall deliver to Black 
Diamond an unqualified audit opinion by independent certified public 
accountants on the Audited Cronus Balance Sheets, Operating Statements 
and Footnotes. The presentation of the foregoing shall be in such a 
manner so as to comply with the rules and regulations under the 
Securities Act and the Exchange Act.

5.04.	Further Assurances. Black Diamond, Cronus and Acquiring Corporation 
shall after the Execution Date and Closing execute and deliver such 
instruments and take such other actions as the other party may reasonably 
require in order to carry out the intent of this Agreement.

5.05	Public Announcement.  Black diamond, Cronus and Acquiring Corporation 
shall consult with each other before issuing any press releases or 
otherwise making any public statements with respect to the transactions 
contemplated herein and shall not issue any such press release or make 
any such public statement prior to such consultation.  Approval by 
Black Diamond, Cronus or Acquiring Corporation of such press releases 
and public statements shall not be unreasonably withheld.


ARTICLE VI: Conditions to Black Diamond's Closing Obligation

The obligation of Black Diamond to effect the transactions contemplated 
herein shall be subject to the satisfaction, on or before Closing, of 
each of the following conditions.

6.01.	Representations and Warranties True.  The representations and 
warranties of Cronus and Acquiring Corporation contained herein, in the 
Cronus Disclosure Schedule and in all certificates and other documents 
delivered by Cronus to Black Diamond pursuant hereto or in connection 
with the transactions contemplated hereby shall be in all material 
respects true and accurate as of Closing.

6.02.	Performance.  Cronus shall have performed and complied with all 
agreements, obligations, conditions and covenants required by this 
Agreement to be performed or complied with by it on or prior to Closing.

6.03.	Delivery of Audited Cronus Financial Statements. Cronus shall deliver 
to Black Diamond, Audited Cronus Financial Statements and the financial 
statements required in the filing by Cronus as of and for the three 
months ended March 31, 1996, on form l0-Q.

6.04.	No Governmental Proceeding or Litigation.  No suit, action, 
investigation, inquiry or other proceeding by any governmental body or 
other person or entity or legal or administrative proceeding shall have 
been instituted or threatened which questions the validity or legality 
of the transactions contemplated hereby or which if successfully 
asserted would otherwise have a material and adverse effect on the 
conduct of the business or assets of Cronus or its subsidiaries.

6.05.	Delivery of Consideration. Cronus shall have delivered that 
consideration set forth in Article I.


ARTICLE VII: Conditions to Cronus' and Acquiring Corporation's Closing 
Obligations

The obligation of Cronus and Acquiring Corporation to effect the 
transactions contemplated herein shall be subject to the satisfaction, 
on or before Closing, of each of the following conditions:

7.01.	Representations and Warranties True. The representations and 
warranties of Black Diamond contained  herein, in the Black Diamond 
Disclosure Schedule and in all certificates and other documents 
delivered by Black Diamond pursuant hereto or in connection with the 
transactions contemplated hereby shall be in all material respects 
true and accurate as of Closing.

7.02.	Performance.  Black Diamond shell have performed and complied with 
all agreements, obligations, conditions and covenants required by this 
Agreement to be performed or complied with by them on or prior to Closing.

7.03.	Delivery of Audited Black Diamond Financial Statements.  Black Diamond 
shall have delivered to Cronus and Acquiring Corporation audited Black 
Diamond Financial Statements.

7.04.	Delivery of Appraisal.  Black Diamond shall have delivered to Cronus 
and Acquiring Corporation appraisals in form, substance and amount 
acceptable to management of Cronus, all as previously represented and 
warranted to by Black Diamond.

7.05.	No Governmental Proceeding or Litigation. No suit, action, 
investigation, inquiry or other proceeding by any governmental body or 
other person or entity or legal or administrative proceeding shall have 
been instituted or threatened which questions the validity or legality 
of the transactions contemplated hereby or which if successfully 
asserted would otherwise have a material and adverse effect on the 
conduct of the business or assets of Black Diamond or any of its 
subsidiaries.


ARTICLE VIII:  Termination and Abandonment

8.01.	Methods of termination. This Agreement may be terminated and the 
acquisition evidenced hereby abandoned at any time prior to Closing by:

(a)	mutual written consent of Black Diamond, Cronus and Acquiring 
Corporation;

(b)	Black Diamond if those conditions provided for in Article VI of this 
Agreement shall not have been met or waived in writing by Black Diamond 
on or prior to July 31, 1996;

(c)	Cronus and Acquiring Corporation if those conditions provided for in 
Article VII of this Agreement shall not have been met or waived in writing 
by Cronus on or prior to July 31, l996.

8.02.   Procedure Upon Termination.  In the event of termination and 
abandonment pursuant to subsections (b) or (c) of Section 8.01 hereof, 
written notice thereof shall forthwith be given to the other party or 
parties, and this Agreement shall terminate and the transactions 
contemplated hereby shall he abandoned without further action by either 
party.  If this Agreement is terminated as provided herein:

(a)	each party will return all documents, work papers and other material 
of any other party relating to the transactions contemplated hereby, whether 
obtained before or after the execution hereof, to the party furnishing the 
same; and,

(b)	all Proprietary Information received by any party hereto with respect 
to the business of  the other party or its subsidiaries shall not at any 
time be used for the advantage of, or disclosed to third Persons by, 
such party for any reason whatsoever, except as contemplated in 
Article V, Section 5.02 hereof.


ARTICLE IX: General Provisions

9.01.	Waiver. Any failure on the part of the party to comply with any of its 
obligations, agreements or conditions hereunder may be waived in writing 
by the party to whom such compliance is owed; however, waiver on one 
occasion does not operate to effectuate a waiver on any other occasion.

9.02.	Notices. All notices and other communications hereunder shall be 
in writing and shall be deemed to have been given on the date of receipt 
if delivered in person or three days after such is sent by prepaid, 
first class, registered or certified mail, return receipt requested, or, 
again, on the date of receipt if sent by facsimile as follows: if to Black 
Diamond, Mr., James Ashpole, 8026 W. Aster Dr., Peoria, AZ 85381, and 
if to Cronus, Mr. Jon Roberts at 660 S. Freeman Rd., Tucson, Arizona 
85748, (520) 751-4585.

9.03.	Entire Agreement.  This Agreement (and the documents, notes, lists 
and other agreements executed in connection and on even date herewith, 
including the respective Disclosure Schedules) constitutes the entire 
agreement between the parties regarding the subject matter hereof, and 
supersedes and cancels any other agreement, representation or 
communication, whether oral or written, between the parties hereto and 
relating to the subject matter hereof.

9.04.	Headings. The article and paragraph headings in this Agreement are 
inserted for convenience only and shall not affect in any way the meaning 
or interpretation of this Agreement.

9.05.	Governing Law.  This Agreement shall he governed by and construed and 
enforced in accordance with the laws of the State of Arizona.

9.06.	Counterparts. This Agreement may be executed in two or more 
counterparts, each of which shall be deemed an original, but all of 
which together shall constitute but one and the same instrument.

9.07.	No Oral Modification. This Agreement may be amended solely in 
writing, and only after the mutual agreement of the parties.

9.08.	Survival of Representations, Warranties and Covenants. The 
representations, warranties, covenants and agreements contained herein 
shall survive Closing for a period of two years at which time they 
shall expire.

9.09.	Severability. The invalidity or unenforceability of any one or 
more of the provisions of this Agreement shall not affect the validity 
or enforceability of any of the other provisions hereof, and this 
Agreement shall be construed in all material respects as if such invalid 
or unenforceable provisions were omitted.

9.10.	Successor and Assigns.  This Agreement, and each and every provision 
hereof, shall be binding upon and inure to the benefit of the parties, 
their respective successors, successors-in-title and assigns, and each 
and every successor-in-interest to any party, whether such successor 
acquires such interest by way of gift, purchase, foreclosure, or by any 
other method, who shall hold such interest subject to all of the term's and 
conditions of this Agreement.   Notwithstanding the foregoing, this 
agreement and the rights and obligations hereunder shall not be assignable 
or delegable by any party.

9.11.	Brokers.  Neither Black Diamond, Cronus nor Acquiring Corporation 
have engaged or are otherwise liable for any amount due or to become due 
to any broker or sales agent in regards of the transactions giving rise 
to and evidenced by this Agreement In the event that any claim is asserted 
by any person claiming a commission or finder's fee with respect to this 
Agreement or the transactions contemplated hereby and arising from any 
act, representation or promise of a party hereto or its representatives, 
such party shall indemnify, save, defend and hold every other party 
harmless from and against any and all such claims, as well as against 
all costs and expenses related thereto, including attorneys' fees and costs.

9.12.	Expenses. Each party shall pay its own expenses incurred by or on 
behalf of it in connection with the authorization, preparation, 
execution and performance of this Agreement.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed and delivered.

BLACK DIAMOND MINING CORP., an Arizona corporation



By:			s/s James Ashpole		
	James Ashpole, President



CRONUS CORPORATION, a Nevada corporation


By:			s/s Jonathan Roberts		      
		Jon Roberts, President




BIG BUG ACQUISITION COMPANY, a Arizona corporation


By:		s/s Jonathan Roberts                    
	Jon Roberts, President
































EXHIBIT 5

BLACK DIAMOND MINING INC.'S LELAN-DIVIDEND MINING CLAIMS

Black Diamond Mining Inc., a wholly owned subsidiary of Cronus Corporation, 
owns the Lelan-Dividend Mining Group Claims by way of mining deeds. 

Location
The Lelan-Dividend Group of Mining Claims comprises 15 claims covering 
about 241 acres of mineral lands.  The property is twelve air miles south 
east of Prescott.  By road it is 26 miles from Prescott and 6 miles from 
Humbolt.  It is reached from Prescott by taking Highway 69 to a short 
distance beyond Humbolt then taking a side road to the right through the 
Iron King property.  
The group of claims is situated on the head waters of the Galena and 
Ticonderoga Gulch on the East slope of Mt. Elliott in the Big Bug Mining 
District, Yavapi County, Arizona.

Access
Primary access to the area is via a dirt and gravel road assessable via 
a pickup or other high clearance vehicle.  The road adjoins other similar 
dirt and gravel roads in the area and connects with Highway 69 near Poland 
Junction approximately 5 miles to the east of the property.  While the 
road appears to be passable for heavy-duty truck traffic, improvements 
to the road may need to be made to make it passable for 18-wheeler 
truck traffic.

The District
The Big Bug Mining District is on the North Eastern slope of the Bradshaw 
Mountains and extends from Big Bug Mesa to the Agua Fria Valley.  It ranges 
in altitude from 4,500 to 7,000 feet.