<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>4
<FILENAME>exh213d.txt
<DESCRIPTION>INTERCREDITOR
<TEXT>
INTERCREDITOR AGREEMENT

THIS AGREEMENT is made as of this ____ day of October, 2001, among the
parties hereto executing the same, and any others who hereafter become
parties hereto as herein provided,

Background:

Senior Lenders have made individual loans to the Company evidenced by
Crown Resources Corporation 10% Secured Convertible Promissory Notes pursuant
to the terms of the Convertible Note Purchase Agreement between each
respective Senior Lender and Crown Resources Corporation, a Washington
corporation (the APurchase Agreement@);

The Notes are secured by security interests in the Collateral as
provided in the Security Agreements, except for the Note held by Solitario
Resources Corporation, which is secured by all of the Collateral except the
Solitario Common Stock Collateral;

The Senior Lenders are intended to and do have the same priority in
interest in the Collateral;

The Senior Lenders desire to provide for collective decision-making with
respect to certain aspects of their rights under the Notes as set forth in
this Agreement, and accordingly agree that they will  apportion their
recoveries arising from enforcement of the Notes and the Security Agreements
in accordance with the terms of this Agreement.

Covenants:

NOW, THEREFORE, the parties agree as follows:

1.	Definitions.

a.	Terms Specific to this Agreement.   As used in this Agreement the
following terms shall have the following respective meanings:

ACollateral Agent@ shall mean Wells Fargo Bank West, National
Association., or its successor in interest as collateral agent for the Senior
Lenders.

ACompany@ means Crown Resources Corporation, a Washington corporation,
which is the maker of the Notes.

AMajority in Interest@ means the holders of Notes having an outstanding
balance of principal and interest exceeding fifty percent (50%) of the
aggregate outstanding balance of principal and interest under all of the
Notes.   With respect to matters regarding sale or disposition of the
Solitario Common Stock Collateral or the enforcement of or modification of
any right of the Senior Lenders with respect thereto, the AMajority in
Interest@ shall be determined without regard to the wishes or vote of
Solitario, and without including the principal owed upon any Note held by
Solitario.



ANote Proceeds@ means all cash or other property paid to or received by
the Senior Lenders or any agent for the Senior Lenders on account of the
Notes or the Security Agreements whether such payment or receipt is made
voluntarily or through or as a result of any enforcement proceedings under
the Notes or the Security Agreements, including without limitation, insurance
proceeds and payments under a bankruptcy plan of reorganization, provided
however, ANote Proceeds@ shall not include the Warrants, the Common Stock
issuable upon exercise of the Warrants, any Common Stock received by a Senior
Lender on account of interest payable under the Note held by such Senior
Lender prior to occurrence of an event of default under the Notes, or any
rights or recoveries by any Senior Lender under the Registration Rights
Agreement.  ANote Proceeds@ shall also include any amounts received by any
Senior Lender upon a claim for rescission of such Senior Lender=s purchase of
a Note, or for damages arising in connection with the purchase of the Note.

ANote@ or ANotes@ shall mean the Crown Resources Corporation 10% Secured
Convertible Promissory Notes issued pursuant to the Purchase Agreement held
by the Senior Lenders or their assigns or successors in interest.

ASenior Lenders@ shall have the meaning given to such term in the
Purchase Agreement.

AShort-Term Investments@ means (i) any direct obligation of or
obligations which are guaranteed by the United States of America, or (ii)
certificates of deposit, time deposits, demand deposits and bankers
acceptances of banks or trust companies believed by the Collateral Agent to
be creditworthy.

ASolitario@ means Solitario Resources Corporation, a Colorado
corporation.

ASolitario Common Stock Collateral@ means: (a) 3,140,162 shares of
Solitario Resources Corporation currently held in escrow (the AEscrowed
Shares@), subject to the consent of the Toronto Stock Exchange under the
terms of the Escrow Agreement dated July 1, 1994 between Solitario Resources
Corporation, Montreal Trust Company of Canada, Crown Resources Corporation,
and the Toronto Stock Exchange (the AToronto Exchange Escrow Agreement@); and
(b) 6,493,423 shares of Solitario Resources Corporation, a Colorado
corporation, held by Crown Resource Corp. of Colorado (the ASolitario
Shares@); and (c) all rights of Crown Resources Corp. of Colorado under the
Toronto Exchange Escrow Agreement; and (d) proceeds of the foregoing.

b.	Other Definitions.  Capitalized terms used but not defined herein
shall have the respective meanings ascribed thereto in the Purchase
Agreement.  AIncludes@ and Aincluding@ is not limiting.

2.	Collective Actions Required.  Each Senior Lender agrees that the
following actions shall be taken by the Senior Lender with respect to such
Senior Lender=s rights and interests pursuant to the Notes, the Security
Agreements, and the Purchase Agreement and the Escrow Agreement, if at all,
only consistently with the actions of a Majority in Interest of the holders
of the Notes:



a.	Commencement or continuation of legal proceedings upon or under the
Notes or the Security Agreements, provided however, that nothing in
this Agreement shall preclude or limit any Senior Lender from
filing a proof of claim or interest evidencing its obligation under
any Note held by such Senior Lender in any insolvency or
reorganization proceeding brought by or against the Company or its
assets or affecting the Collateral;

b.	Declaration of a default under the Notes or the Security
Agreements;

c.	 Commencement of proceedings for reorganization or liquidation of
the Company;

d.	Enforcement of any remedy available upon default under the Notes or
the Security Agreements;

e.	Waiver, amendment, modification, settlement or release of any term
of the Notes, the Purchase Agreement or the Security Agreements or
the Escrow Agreement;

f.	Making any election, or casting any vote in connection with any
reorganization or liquidation proceedings affecting the Company or
the Collateral;

g.	Selection, retention, and engagement of professionals, including
without limitation, attorneys, accountants, appraisers,
auctioneers, and other advisors to represent and advise the Senior
Lenders with respect to proceedings to enforce the Notes, the
Security Agreements, the Purchase Agreement, or reorganization or
liquidation proceedings respecting the Company or the Collateral,
provided however, that nothing in this Agreement shall limit the
ability of any Senior Lender to retain other professionals to
represent or advise such Senior Lender at the sole cost and expense
of such Senior Lender; or

h.	Termination of the services of the Collateral Agent; replacement of
the Collateral Agent, and approval of the compensation and expenses
of the Collateral Agent;

3.	 Method of Taking Collective Action.  At any time or from time to
time hereunder, one or more of the Senior Lenders may request by written
notice to all other Senior Lenders that the Senior Lenders consent to any
action proposed by such Senior Lender.    If, within ten days of the date of
such request or such lesser period of time as is specified in the notice, a
Majority in Interest of the Senior Lenders have approved the proposed action
by written notice to the requesting Senior Lenders, the action shall be taken
by and on behalf of all of the Senior Lenders as described in the notice.
The requesting Senior Lender shall promptly give notice to all Senior Lenders
if a proposed action has been approved.



Notwithstanding the generality of the foregoing, the Senior Lenders
agree that no special consideration or inducement may be given to any Senior
Lender that is not given ratably to all Senior Lenders, and that any
amendment or modification of the rights of the Senior Lenders approved
hereunder must apply to all Senior Lenders equally and ratable in accordance
with the outstanding balances of their respective notes.

The costs of any action approved by a Majority in Interest of the Senior
Lenders shall be allocated and paid out of the Note Proceeds by all of the
Senior Lenders, ratably in proportion to the total principal amount
outstanding on each Lender=s Note to the total outstanding principal amount
of all Notes held by the Senior Lenders. Any one or more Senior Lenders may
(but shall not be required to) advance such sums as may be necessary to take
any action required by such Senior Lender.  Any Note Proceeds received by the
Collateral Agent or otherwise subject to the control of the Senior Lenders
shall secure the obligation of each Senior Lender to pay or reimburse such
expenses, and the amount of a Senior Lenders= such obligations may be
deducted and offset against any amounts otherwise paid or distributed to such
Senior Lender hereunder.

4.	Sharing of Note Proceeds.  Each Senior Lender agrees that if it
shall receive a proportion of the total outstanding amount of any Note held
by such Senior Lender which is greater than the proportion received by any
other Senior Lender in respect of the total outstanding amount of any Notes
held by such other Senior Lender, the Senior Lender receiving such
proportionately greater payment shall pay to such other Senior Lender such as
 may be required so that all payments of Note Proceeds on account of the
Notes held by the Senior Lenders shall be shared by the Senior Lenders
proportionately to the total outstanding amount of the Notes.

All Note Proceeds, as soon as practicable after receipt by the
Collateral Agent, less any amounts due and owing from any Senior Lender for
the costs of enforcement and any amounts reasonably contemplated to be
required to pay contemplated expenses shall be paid to the Senior Lenders
ratably in proportion to the total amount outstanding on each Senior Lender=s
Note to the total amount of such Note, and thereafter in accordance with
applicable law.

5.	Power of Attorney. 	Each Senior Lender does hereby constitute and
appoint the Collateral Agent as such Senior Lender=s true and lawful
representative and attorney-in-fact, in such Senior Lender=s name, place and
stead to:

a.	make, execute, sign and file and all instruments, documents and
certificates as may from time to time be required or convenient to
effectuate, implement or continue the validity, perfection, continuation, or
subsisting existence of the security interests granted under the Security
Agreements or contemplated under the Purchase Agreement;



b.	make, execute, sign and file and all instruments, documents and
certificates and take such other actions as may authorized in writing by a
Majority in Interest of the Senior Lenders, provided that such actions are
matters as to which the Senior Lenders have agreed to act collectively under
paragraph 2 hereof;

c.	hold Note Proceeds received by the Collateral Agent for the account
of the Senior Lenders in kind or in Short Term Investments; and

d.	distribute Note Proceeds received by the Collateral Agent in
accordance with paragraph 4 of this Agreement.



The power of attorney granted herein shall be deemed coupled with an interest
in the subject matter of the appointment, shall not be terminated by the
death or incapacity of any Senior Lender, and shall not be terminable  by any
Senior Lender without the consent of a Majority in Interest of the Senior
Lenders, or upon termination of this Agreement.

6.	Amendments; Additional Senior Lenders.  Any amendment to this
Agreement approved by a Majority in Interest of the Senior Lenders shall be
binding upon all of the Senior Lenders, provided however, that no such
amendment shall (a) reduce the rights of proportionate distribution of Note
Proceeds or sharing of Note Proceeds provided in paragraph 4 hereof without
the express written consent of the Senior Lender adversely affected by such
amendment; or (b) require any Senior Lender to pay the cost or expense of any
action taken by a Majority in Interest of the Senior Lenders, other than out
of the Note Proceeds received by or payable to such Senior Note Holder; or
(c) amend the provisions of this paragraph 6.

Any person may be admitted as an additional party to this Agreement,
provided: (a) the proposed party is a holder of a Note issued in accordance
with the terms of the Purchase Agreement; and (b) the proposed party submits
an executed counterpart of this Agreement to each of the Senior Lenders at
their notice address provided herein and thereby accepts and agrees to the
terms of this Agreement by execution thereof.

Except as provided above in this paragraph 6, this Agreement may only be
amended by a writing executed by each of the Senior Lenders, which amendment
may be executed in counterparts.

7.	Termination.  This Agreement may be terminated by ten days written
notice to all Senior Lenders given by a Majority in Interest of the Senior
Lenders, or if at the time of such notice there is no balance owing under any
of the Notes, by written notice of the holder of Notes representing a
majority in interest of the original principal balance of all of the Notes to
all of the Senior Lenders.  The provisions of paragraph 9 of this Agreement
shall survive any such termination.  Termination of this Agreement shall not
affect the validity of any action taken pursuant to this Agreement prior to
such termination or the appointment of the Collateral Agent.

8.	Duty to Cooperate.	Each Senior Lender hereby agrees to provide and
execute such other and further statements of interest, designations, powers
of attorney, certificates and other instruments necessary to carry out the
terms of this Agreement.

9.	Miscellaneous.

a.	Relationship of Parties.  Nothing contained in this Agreement shall
create any relationship between the parties hereto other than that of owners
of Notes secured by interests in the same collateral and as contracting
parties, and it is acknowledged and agreed that no party shall be deemed to
be a partner, agent or principal of, or fiduciary to any other in the conduct
of its business, or a joint venturer or a member of a joint or common
enterprise with the other by reason of the execution of this Agreement or the
taking of any action pursuant hereto.



b. 	No Third Party Benefit. No person (including without limitation the
Company) shall be a third party beneficiary of any provision of any of this
Agreement.  All provisions of this Agreement are intended solely for the
benefit of Senior Lenders, and no third party shall be entitled to assume or
expect that Senior Lenders will not waive or consent to modification of any
such provision in Senior Lenders= sole discretion.

c.	No Setoff.  This Agreement shall be construed as though the
covenants herein  are independent of any other obligation or relationship
between or among the Senior Lenders or any of them, and no Senior Lender
shall be entitled to or subject to any setoff, offset, abatement or deduction
from or credit against any amounts due hereunder arising from any obligation
or relationship other than rights under or in connection with the Notes, the
Security Agreements or  this Agreement.

d.	Successors and Assigns. All covenants of this Agreement shall
extend to, bind and (subject to the limitations upon assignment contained
herein) inure to the benefit of parties, their personal representatives,
heirs, successors and assigns.

e.	Governing Law.  This Agreement shall be construed and enforced
according to, and governed by, the laws of Washington without reference to
conflict of laws provisions which, but for this provision, would require the
application of the laws of any other jurisdiction.

f.	Consent to Jurisdiction.   The venue for any action brought to
interpret or enforce this Agreement shall be in Jefferson County, Colorado
(or if jurisdiction is available in the Federal Courts of the United States,
in the United States District Court for the District of Colorado) and the
Senior Lenders hereby consent to the in personam jurisdiction of such courts
for purposes of any action to enforce or interpret this Agreement.  Service
of process in any such action may be accomplished by certified mail, return
receipt requested, to the addresses of the Senior Lenders.

g.	Notices.  Any notices by or among the Senior Lenders shall be sent
to the addresses of the Senior Lenders set forth in signature page to this
Agreement executed by such Senior Lender, and shall be given by first class
mail or overnight delivery service; provided, however, if given by first
class mail such notice shall not be deemed given unless or until three
business days after mailing and if given by overnight delivery service such
notice shall not be deemed given unless or until one day after dispatching by
overnight delivery service.  Any Senior Lender may change the address to
which notices shall be sent to such Senior Lender, by written notice to all
other Senior Lenders given in accordance with this paragraph.

h.	Entire Agreement.  This Agreement constitutes the entire agreement
of the parties hereto with respect to the content hereof, supersedes all
prior oral and written agreements with respect to the content hereof and may
not be modified, deleted or amended in any manner except by further written
agreement of the parties in accordance with the express terms of this
Agreement.



i.	Drafting of Agreement.  Each Senior Lender acknowledges that this
Agreement has been drafted by and is the result of negotiations between and
among the Company, Solitario and the Other Senior Lenders and was drawn for
the mutual benefit of the Senior Lenders, and that the terms of this
Agreement shall not be construed or interpreted strictly, in the event of an
ambiguity, against any party.

j.	Invalidity.	Unenforceability of any provision contained in this
Agreement shall not affect or impair validity of any other provision of this
Agreement.  If for any reason any provision of this Agreement shall be deemed
by a court of competent jurisdiction to be legally invalid or unenforceable
in any jurisdiction to which it applies, the validity of the remainder of the
Agreement shall not be affected and such provision shall be deemed modified
to the minimum extent necessary to make such provision consistent with
applicable law, and in such modified form, such provision shall then be
enforceable and enforced.

l.	Counterparts.  This Intercreditor Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same Agreement, binding upon all of the Senior
Lenders, notwithstanding that all Senior Lenders have not signed the same
counterpart.

(Counterpart signature pages will be attached, following this page)

ACKNOWLEDGMENT AND AGREEMENT BY THE COMPANY

As an inducement to the Senior Lenders to execute the foregoing
Intercreditor Agreement and to purchase the Notes, Crown Resources
Corporation, (the ACompany@) and Crown Resource Corp. of Colorado
(collectively with the Company the "Makers") the makers of the Notes
referenced in the foregoing Intercreditor Agreement hereby acknowledge and
agree (i) that the Intercreditor Agreement limits the ability of any one of
the Senior Lenders to modify or waive its separate rights as provided in
Section 2 of the Intercreditor Agreement under the Note, the Security
Agreement, and the Purchase Agreement; and (ii) that the Makers will not
assert, as against any of the Senior

Lenders, the existence of any set-off, defense, recoupment, modification,
amend or waiver not enforceable as against all of the Senior Lenders.

CROWN RESOURCES CORPORATION



By:_______________________________________
     Name:  Christopher E. Herald
     Title:    President
     Date:

CROWN RESOURCE CORP. OF COLORADO



By:_______________________________________
     Name: Christopher E. Herald
     Title:   President
     Date:




SENIOR LENDER



__________________________________________
Type or Print Name of Senior Lender

Tax I.D. Number: ___________________________

Total Notes Purchased: _______________________


Notice Address for Senior Lender:


__________________________________________

__________________________________________

__________________________________________


The undersigned hereby executed this Agreement
on behalf of the Senior Lender:



__________________________________________

By: _______________________________________
Title: _____________________________________






1
Seattle-3110386.1  0023170-00003



SIGNATURE PAGE
CROWN RESOURCES CORPORATION
10% SECURED CONVERTIBLE PROMISSORY NOTES
INTERCREDITOR AGREEMENT

</TEXT>
</DOCUMENT>
