STOCK PURCHASE AGREEMENT



     THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into this 24th of

April, 2001, by and among PRINCETON MINING COMPANY, an Idaho corporation

(hereinafter referred to as "Buyer"); and Randy Howell (hereinafter referred to

as "Seller"), being the sole stockholder of Brittany Enterprises, Inc. a Nevada

corporation (the "Company").



     WHEREAS, Seller is the owner of record and beneficially owns Two Million

(2,000,000) shares of the issued and outstanding shares of Common Stock of the

Company (the "Shares"); and



     WHEREAS, Seller desires to sell all of the Shares to Buyer, and Buyer

desires to purchase the Shares, upon the terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the mutual promises and covenants

contained herein, and for other good and valuable consideration, the receipt,

adequacy and sufficiency of which are hereby acknowledged, the parties hereto

agree as follows:



                                       I.



                         SALE AND PURCHASE OF THE SHARES



     1.1 SALE AND PURCHASE. Subject to the terms and conditions hereof, at the

Closing (as defined in paragraph 1.2 below), Seller agrees to sell, assign,

transfer, convey and deliver to Buyer, and Buyer agrees to purchase from Seller,

the Shares listed in Exhibit "A", attached hereto.



     1.2 CLOSING. The purchase shall be consummated at a closing ("Closing") to

take place at 11:00 o'clock a.m., at the offices of Seller's counsel on April

24, 2001 ("Closing Date").



     1.3 PURCHASE PRICE. The aggregate purchase price ("Purchase Price") for the

Shares shall be Eighteen Million (18,000,000) shares of Common Stock of the

Buyer ("Buyer's Shares"). The Purchase Price shall be paid at Closing, by

issuance and delivery of Buyer's Shares to Seller against receipt of

certificates representing the Shares, duly endorsed for transfer to Buyer.



     1.4 OTHER AGREEMENTS. At the Closing, the indicated parties shall execute

and deliver the following additional agreements in substantially the form

attached hereto:



          (a) Appointment of Randy Howell as Director/President and Buyer=s

     receipt of resignations of all officers and/or directors of Buyer except

     for Dennis O=Brien.



          (b) Stock certificates representing all of the Shares, duly endorsed

     to Buyer and in blank or assignments separate from the certificates,

     transferring the Shares from Seller to Buyer, copies of which are attached

     hereto as Exhibit "B".



                                       1

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     1.5 BASIC AGREEMENTS AND TRANSACTIONS DEFINED. This Agreement and other

agreement listed in paragraph 1.4, are sometimes referred to as the "Basic

Agreements". The transactions contemplated by the Basic Agreements are sometimes

referred to as the "Transactions".



                                       II.



                         REPRESENTATIONS AND WARRANTIES



     2.1 REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and

warrants to Buyer, with respect to the Shares owned by Seller, as follows:



          (a) TITLE TO THE SHARES. At Closing, Seller shall own of record and

     beneficially the number of the Shares listed in Exhibit "A", of the

     Company, free and clear of all liens, encumbrances, pledges, claims,

     options, charges and assessments of any nature whatsoever, with full right

     and lawful authority to transfer the Shares to Buyer. No person has any

     preemptive rights or rights of first refusal with respect to any of the

     Shares. There exists no voting agreement, voting trust, or outstanding

     proxy with respect to any of the Shares. There are no outstanding rights,

     options, warrants, calls, commitments, or any other agreements of any

     character, whether oral or written, with respect to the Shares.



          (b) INVESTMENT INTENT. Seller is acquiring the shares of Buyer for his

     or her own account, for investment purposes only, and not with a view to

     the sale or distribution of any part thereof, and Seller has no present

     intention of selling, granting participation in, or otherwise distributing

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