<PAGE>

                         RICARDO ORTIZ DE ZEVALLOS VILLARAN


                                   NOTARY OF LIMA


                               AV. AREQUIPA No. 1268

                           Telephones:  472-6825 472-4729

                    FAX: 471-0549  e-mail: postmast@rozv.com.pe


                                 T E S T I M O N Y


OF THE PUBLIC DEED OF:   PURCHASE/SALE


GRANTED BY:              DOE RUN PERU S. R. L.


IN FAVOR OF:             BANCO DE CREDITO DEL PERU

                         AND CREDITO LEASING S.A.


                               LIMA, JANUARY 20, 1999

                                PAGE 2607  No. 96276

SERIES: A NO. 4639498

       TWO THOUSAND SIX HUNDRED TWENTY-SEVEN

Number.

Kardex: 96276 (NINETY-SIX THOUSAND TWO HUNDRED SEVENTY-SIX)

           PURCHASE/SALE CONTRACT ENTERED INTO BY AND BETWEEN DOE RUN PERU S.
           R. L. AS PARTY OF THE FIRST PART AND CREDITO LEASING S.A. AND
           BANCO DE CREDITO DEL PERU AS PARTY OF THE SECOND PART.

*****************************************************************INTRODUCTION:

       In the City of Lima, on January 20, 1999, before me: RICARDO ORTIZ DE
ZEVALLOS VILLARAN, Lawyer-Notary Public of this Capital; duly identified by
Voter's Registration Card No. (08241353) zero eight million two hundred
forty-one thousand three hundred fifty-three, Military Registration Card No.
(T-34-A-5913251) T - Thirty-four - A - five million nine hundred thirteen
thousand two hundred fifty-one; and with Single Taxpayer Registration No.
(10803373) ten million eight hundred three thousand three hundred
seventy-three.

<PAGE>

APPEAR:

       On behalf and representing DOE RUN PERU S. R. L., with Single
Taxpayer' Registration No. 37630381 (thirty-seven million six hundred thirty
thousand three hundred eighty-one), domiciled at Avenida Victor Andres
Belaunde No. 147.Torre Real Tres, Camino Real Business Center, 9th Floor,
District of San Isidro, Province and Department of Lima, authorized as per
the Minutes of the General Extraordinary Partners Meeting held on January 4,
1999, which is in process of being registered in the Registry of Bodies
Corporate of Lima, which will be inserted hereto.

MR. KENNETH RICHARD BUCKELY:  a US citizen, who stated that he was married,
an engineer by profession or occupation, duly identified with Alien
Registration Card No. N-97767 (N-ninety-seven thousand seven hundred
sixty-seven).

       On behalf and representing BANCO DE CREDITO DEL PERU with Single
Taxpayer's registration No. 10004721 (ten million four thousand seven hundred
twenty-one), domiciled at Calle Centenario No. 156, La Molina, Province and
Department of Lima, authorized to this effect as per powers of attorney
registered on Entry No. 6444, pages 100, of Voluyme 297 and in Entry 73, of
Filing Card No. 117464 of the Registry of Bodies Corporate of Lima.

MR. SERGIO BASSINO BELLACCI:  a Peruvian citizen, who stated that he was
married, an economist by profession or occupation, duly identified by Voter's
Registration Card No. 08771672 (zero eight million seven hundred seventy-one
thousand six hundred seventy-two) and Military Registration Card No.
2151902588 (two thousand one hundred fifty-one million nine hundred two
thousand five hundred eighty-eight).

MR. ANDRES ALEJANDRO FERRAND DEL BUSTO: a Peruvian citizen, who stated
SERIES: A NO. 4639496

       TWO THOUSAND SIX HUNDRED TWENTY-EIGHT

that he was married, an executive by profession or occupation, duly
identified by Voter's Registration Card No. 08248466 (zero eight million two
hundred forty-eight thousand four hundred sixty-six) and Military
Registration Card No. 2200090575 (two thousand two hundred million ninety
thousand five hundred seventy-five).

       On behalf and representing CREDITO LEASING S.A., with Single Tax
Payer's Registration No. 30866878 (thirty million eight hundred sixty-six
thousand eight hundred seventy-eight), domiciled at Calle Centenario No. 156,
La Molina, Province and Department of Lima, authorized to this effect as per
powers of attorney registered on Filing Card No. 130316 of the Registry of
Bodies Corporate of Lima.

<PAGE>

MR. JOSE LUIS FERREYRA ARCE:  a Peruvian citizen, who stated that he was
married, an economist by profession, duly identified by Voter's Registration
Card No. 08810126 (zero eight million eight hundred ten thousand one hundred
twenty-six) and Military Registration Card No. 8100506676 (eight thousand on
hundred million five hundred six thousand six hundred seventy-six).

MR. JUAN PABLO BOZA RIZO PATRON: a Peruvian citizen, who stated that he was
married, an executive by profession or occupation, duly identified by Voter's
Registration Card No. 08271164 (zero eight million two hundred seventy one
thousand one hundred sixty-four) and Military Registration Card No.
2413049673 (two thousand four hundred thirteen million forty-nine thousand
six hundred seventy-three).

THE PERSONS WHO APPEAR:

       Are of age, and I have identified them as able to contract and are
intelligent in Spanish with sufficient capacity, freedom and knowledge to
contract; to which I attest to, and they have delivered to me a writ that was
duly signed and authorized, to be converted into a Public Deed, which I now
place in my file under the corresponding order number, and whose text reads
as follows:

WRIT:

Mr. Notary, DOCTOR RICARDO ORTIZ DE ZEVALLOS VILLARAN,

Kindly enter in your Register of Public Deeds a Purchase-Sale Contract
entered into by and between  DOE RUN PERU S.R.L.  with Single Taxpayer's
Registration (RUC) No 37630381, domiciled at Ave. Victor Andres Belaunde No.
147, Camino Real Business Center, Torre Real Tres, 9th Floor, District of San
Isidro, Province and Department of Lima, duly represented by Mr. Kenneth
Richard Buckley with Alien's Registration Card No. N-97767, duly authorized
this end as per the Minutes of the Extraordinary General Partners Meeting
dated January 4, 1999, whose registration with the Registry of Bodies
Corporate of Lima is in process and that you Mr. Notary will kindly insert,
hereinafter referred to as THE SELLER, as party of the first part; AND BANCO
DE CREDITO DEL PERU with Single Taxpayer's Registration (RUC) No. 10004721,
domiciled at Calle Centenario No. 156, La Molina, Province and Department of
Lima, duly represented by Messrs. Sergio Bassino Bellacci and Andres
Alejandro Ferrand del Busto, duly authorized to this effect as per powers of
attorney registered on entry No. 6444, pages 100, of Volume 297 and in entry
73, of Filing Card No. 117464, respectively, of the Registry of Bodies
Corporate of Lima; CREDITO LEASING S.A.,  with Single Taxpayer's Registration
(RUC) No. 30866878, domiciled at Calle Centenario No. 156, La

SERIES A NO. 4639494

       TWO THOUSAND SIX HUNDRED TWENTY-NINE

<PAGE>

Molina, Provincia and Department of Lima, duly represented by  Messrs. Jose
Luis Ferreyra Arce and Juan Pablo Boza Rizo Patron, duly authorized to this
effect as per powers of attorney registered on Filing Card No. 130316, of the
Registry of Bodies Corporate of Lima, hereinafter referred to as THE BUYERS,
as party of the second part; under the following  terms and conditions:

FIRST:  The Seller hereby declares to be the owner of the following:

1. MOVABLE PROPERTY:

   -  Air Filters, 48 cartridge units manufactured in synthetic
      material, make VILEDON, MODEL MF 85/95 G35K.

   -  Turbocompressor, make DEMAG, 43,000 Nm3/hour capacity, Series No.
      8567.

   -  Electric motor, make SIEMENS, 5,000 KW  (6705HP) power, with
      direct starting, Series No. D9041105101.

   -  Air washer, Series No. 7324, make LINDE.

   -  Molecular screens, 43,000 Nm3/hour capacity, 2 units with Series
      No. 9898 and 9899, make BERTSH.

   -  Turbocharger, make ATLAS COPCO, 7,800 Nm3/hour capacity with 7.9
      bar pressure, Series No.15-2872.

   -  Expansion turbine, make ATLAS COPCO, 7,700 Nm3/hour capacity,
      Series No. 15-2872.

   -  Heat exchangers, 2 units, Series No. 106/1195/90(ZK1) and No.
      106/1196/90(ZK2), make DELTECHNIK, model DK185.380.4.118 (ZK1) and
      (ZK2).

   -  02 Condensers, make LINDE, models 3-3216 (main condenser) and E-3217
      (air condenser) with identification numbers 533021 and 533026,
      respectively.

   -  Liquefaction Columns, make LINDE; models T-3211 (liquefaction
      column-high) and T-.3212 (liquefaction column-low), with
      identification numbers 533028 and 533027, respectively.

   -  Liquid oxygen tank, 200 MT capacity, Series No. 11-09670.

   -  Oxygen vaporizer, make LINDE, model E-7116, with identification
      number 552320.

   -  02 Cooling towers, make SULZER EBCHERWYSS GMH, model E-8421 A/B,
      type EWK 1800/09 with Series No. 8112 and No. 142.

2. REAL PROPERTY:

   Lot named "F-1 Oxygen Plant No. 2", an integrating part of the Smelter
Sector, located on the right margin of the main access road to the La Oroya
Smelter, in the District of La Oroya, Province of Yauli, Department of Junin;
a real property that has an area of 1,421.35 m2, whose boundaries and
perimetrical measurements are registered on Entry 1-B of Filing Card No.
002180 of the Registry of Real Property of the Tarma Registry Office.

       The ownership of the owner of the aforementioned real property is
registered on Entry 1-C, of Filing Card No. 002180 of the Registry of Real
Property of the Tarma Registry Office.

<PAGE>

SECOND:  By means of this writ, The Seller gives in real sale and perpetual
transfer in favor of The Buyers, the movable and real property described in
subpoints 1.1 and 1.2 hereof, corresponding to them by means of this sale all
that by fact and/or law corresponds to them, without any reserve or
limitation whatsoever.

SERIES A. NO. 4639492

       TWO THOUSAND SIX HUNDRED THIRTY

       As regards the real property that is sold, that the purchase-sale
comprises in addition to the aforementioned area, all uses, customs, right of
way, entries, exits, airs and everything that by fact and/or by law
corresponds to it, without any reserve or limitation whatsoever.

       The Seller hereby declares that the movable and real property matter
of this purchase-sale are acquired by The Buyers under his express and
specific request, due to the fact that said goods are acquired as per a
Financial Leaseback Contract that both parties have executed on this same
date.

THIRD:  The parties hereby agree to set the Purchase-Sale price of the goods
referred to in clause one, numerals 1.1 and 1.2 hereof in accordance with
what is indicated below:

3.1.- The goods described in numeral 1.1 hereof for the amount of
US$18,605,886.00 (EIGHTEEN MILLION SIX HUNDRED FIVE THOUSAND EIGHT HUNDRED
EIGHTY-SIX AND 00/100 US DOLLARS), amount that includes the Value Added Tax,
sum that The Buyers will pay The Seller at the time of the signing of the
Public Deed that this writ will originate.  The sale price will by paid by
The Buyers in the following manner:

3.1.1  CREDITO LEASING S.A. participates in the purchase of the movable property
       paying the amount of US$15,815,003.10 (FIFTEEN MILLION EIGHT HUNDRED
       FIFTEEN THOUSAND AND THREE WITH 10/100 US DOLLARS), amount that includes
       the Value Added Tax, thus becoming co-owner of the movable property in a
       percentage of 85%.

3.1.2  BANCO DE CREDITO DEL PERU participates in the purchase-sale of the
       movable property paying the amount of US$2,790,882.90 (TWO MILLION SEVEN
       HUNDRED NINETY THOUSAND EIGHT HUNDRED EIGHTY-TWO AND 90/100 US DOLLARS),
       amount that includes the corresponding Value Added Tax, thus resulting
       being co-owner of the movable property in a percentage of 15%.


3.2.   The real property described in numeral 1.2 hereof, for the sum of
       US$1,394,114.00 (ONE MILLION THREE HUNDRED NINETY-FOUR THOUSAND ONE
       HUNDRED AND FOURTEEN WITH 00/100 US DOLLARS), an operation that is not
       levied with the Value Added Tax, amount that The Buyers will pay The
       Seller upon the signature of the Public

<PAGE>

       Deed that will originate from this writ.  The sale price will be paid
       by The Buyers in the following manner:

       3.2.1  CREDITO LEASING S.A. participates in the purchase of the real
              property paying the amount of US$1,184,996.90 (ONE MILLION ONE
              HUNDRED EIGHTY-FOUR THOUSAND NINE HUNDRED NINETY-SIX AND 90/100 US
              DOLLARS), thus becoming co-owner of the real property in a
              percentage of 85%.

       3.2.2  BANCO DE CREDITO DEL PERU participates in the purchase-sale of the
              real property paying the amount of US$209,117.10 (TWO HUNDRED NINE
              THOUSAND ONE HUNDRED SEVENTEEN AND 10/100 US DOLLARS), thus
              becoming co-owner of the real property in a percentage of 15%.

       The parties hereby declare that the purchase sale of the
aforementioned movable and real property amounts to the total sum of
US$20,000,000.00 (TWENTY MILLION AND 00/100 US DOLLARS)

SERIES NO. 4639490

              TWO THOUSAND SIX HUNDRED THIRTY-ONE

FOURTH:  The contracting parties hereby declare that there is fair and
perfect equivalence between the movable and real property sold and the price
agreed upon, and that the sale of the real property is Ad Corpus.  Therefore,
they declare that if there would be a difference of more or of less that they
do not actually receive, they make of it a mutual grace and reciprocate
donation, expressly waiving any action, exception and terms that may be
brought to invalidate the legal effects of this Purchase-Sale, inasmuch as it
is carried out in a permanent manner and pursuant to the aforesaid.

FIFTH:  The Seller hereby declares that on the movable and real property
matter of the Purchase-Sale there are no liens, or encumbrances of any type,
nor judicial or extra-judicial measures of any nature that limit or restrict
its right to the property and to its free disposal, hereby binding themselves
notwithstanding this statement to guarantee title and right of possession in
case of an eviction.

SIXTH: The Seller hereby declares that does not owe anything as regards the
Real Estate Tax or Excise Tax, nor any other tax and/or administrative
obligation corresponding to the real property that is being sold.  Without
prejudice to the aforementioned, the Seller hereby declares that in the event
that any tax debt is charged (by tax authorities) on the aforementioned
taxes, it will assume the payment of such debt, provided all corresponding
instances have been previously used.

<PAGE>

SEVENTH: All expenses -inclusive those of a Testimony for The Buyers-, duties
and other contributions that derive from this writ and from its conversion
into a Public Deed, and its registration in the Public Registry, shall be
borne exclusively by The Seller.

EIGHT:  The parties hereby expressly agree that any conflict or controversy
that may arise between them as a consequence of the interpretation or
execution of this contract, including those related with its nullity and
voidance, shall be resolved by arbitration of law in charge of an Arbitration
Court made of three members who must necessarily be certified lawyers,
carried out pursuant to the Regulations for National and International
Conciliation and Arbitration of the Chamber of Commerce of Lima.

       The Arbitration Court shall be made up of the following manner:  each
one of the parties shall designate an arbiter and the third one shall be
designated by common agreement by the two first arbiters.  This so designated
third arbiter shall chair the Arbitration Court.

       The arbitration shall take place in the City of Lima, and its duration
shall not exceed sixty (60) business days, counted as of the date of the
installation of the Arbitration Court until the issue of the respective
arbitration award.

       The Arbitration Award shall be definitive and unappealeable.

       The expenses originated by the arbitration process shall be borne by
the party who failed to win.

       In the case that any of the parties may decide to file before the
Judiciary an appeal for annulment against the arbitration award, it shall
first establish a Bank Letter of Guaranty in favor of the opposing party,
granted by a first order Bank with headquarters in Lima, equivalent to
US$50,000.00

SERIES A NO. 4639488

              TWO THOUSAND SIX HUNDRED THIRTY-TWO

(FIFTY THOUSAND US DOLLARS), executable in case that the final decision on
the appeal is to declare it groundless.  Said bank letter of credit must be
in effect during the time the process lasts.

       Kindly Mr. Notary, add any other clause required by Law and convert
this writ into a Public Deed, making sure of sending the respective report to
the Registro of Real Estate

<PAGE>

Propery of Tarma for the registration of the purchase-sale of the real
property described in numeral 1.2 of this writ.

Lima, January 20, 1999.

Signed:  DOE RUN PERU S. R. L.- p.p. Kenneth Richard Buckely.

Signed:  BANCO DE CREDITO DEL PERU.- p.p. Sergio Bassino Bellacci.- Andres
Alejandro Ferrand del Busto.

Signed: CREDITO LEASING S.A.- p.p. Jose Luis Ferreyra Arce.- Juan Pablo Boza
Rizo Patron.

This writ is authorized by Doctor Jennifer Houghton Von Hemelrick with Bar
Association Registration No. 25894.

INSERT NO. 1

CERTIFIED COPY OF THE EXTRAORDINARY GENERAL PARTNERS MEETING DATED
JANUARY 4, 1999.-

Ricardo Ortiz de Zevallos Villaran.- Lawyer-Notary Public of Lima.- HEREBY
CERTIFY: that I have in sight the book titled Minutes No. 2 of DOE RUN PERU
S. R. L., legalized before the Notary Public Dr. Anibal Corvetto Romero, on
December 9, 1998, being registered on the chronological book under Number
10223-98 (ten thousand two hundred twenty three - ninety-eight); and I have
verified that from pages 3 to 6 inclusive, appear the Minutes of the
Extraordinary General Partners Meeting dated January 4, 1999; whose pertinent
part follows:

EXTRAORDINARY GENERAL PARTNERS MEETING DATED JANUARY 4, 1999

       On January 4, at 12 noon, the following partners met together in the
Company's offices, located at Av. Victor Andres Belaunde No. 147, Via
Principal 155, 9th Floor, Camino Real Business Center, Torre Real 3, San
Isidro, Lima, chaired by Victor Raul Eyzaguirre Parra, with Mr. Anthony Wayne
Worcester acting as Secretary:

       At the request made by the Chairman, the Secretary read the text of
the Summoning Notice to the members present, sent on December 21, 1998,
ordering that the documents with the stamp, signature and time evidencing
their receipt be adhered to the beginning of these Minutes.

LIST OF ATTENDANTS:

       -"Doe Run Peru S.R.L., domiciled at Av. Victor Andres Belaunde No. 147,
       Via Principal 155, 9th Floor, Camino Real Business Center, Torre Real
       Tres, San Isidro, represented by Victor Raul Eyzaguirre Parra, according
       to the power of attorney inscribed in the Company's records, owner of
       648,628,009 participations; and

       -Ruth Anabeli Gonzalez Velapatino representing Julio Enrique Guadalupe
       Bascones, domiciled at Av. Ramon Ribeyro No. 421, Apartment 2, San
       Antonio, Miraflores, owner of 11 participations, as per power of attorney
       duly inscribed in the Company's records.

<PAGE>

       -Teresa Saenz Picasso, domiciled at Octavio Espinoza 410, San isidro,
       owner of 6,540 participations.

SERIES A NO. 4639486

                     TWO THOUSAND SIX HUNDRED THIRTY-THREE

       -Floren Eddy Ramos Aparicio, domiciled at Av. Morro Solar 2204, Surco,
       owner of 2,351 participations.

       -Alfredo Arturo Basualdo Ricaldi, Calle 2 de Mayo 141, La Oroya, owner of
       1,307 participations.

       -Margarita Delicia Mondragon Hernandez, Jiron Chinchaysuyo 119, Maranga,
       San Miguel, owner of 2,618 participations.


       QUORUM               648,640,836 PARTICIPATIONS


       Having been the meeting duly called and having complied with the
quorum established in Article Seven of the By-Laws, the Chairman declared it
duly installed.

   The Chairman indicated that as the participants were aware, and as it was
indicated in the summoning notice, the subjects on the agenda were as follows:

-      Approval of the Sale and Leaseback operation with Banco de Credito del
       Peru and Credito Leasing S.A.

-      Granting of special powers.


1. APPROVAL OF THE SALE AND LEASEBACK OPERATION WITH BANCO DE CREDITO DEL
PERU AND CREDITO LEASING S.A.

       The Chairman stated that due to the need of working capital to increase
       the operations of the Company, coordinations had been made with Banco de
       Credito del Peru and Credito Leasing S.A., to obtain new financing under
       the modality of sale and leaseback.  To this end, a proposal was made so
       that the Oxygen Plant of the La Oroya Smelter, would be the object of
       said operation.

              The Chairmain submitted to the consideration of the partners, the
       approval of a sale and leaseback for up to US$20,000,000.00 for a term of
       five years with Banco de Credito del Peru and Credito Leasing S.A., on
       the Oxygen Plant located in the Smelter Sector, in La Oroya, of which the
       Company is the owner.

                After listening to the Chairman's proposal, the Board
       unanimously agreed to approve it under the terms and conditions stated by
       the Chairman.

<PAGE>

3.     GRANTING OF SPECIAL POWERS.

2.1    Special powers for the signing of the documents related to the Sale and
       Leaseback Operation.

       The Chairman proposed the granting of special powers to different
executives to sign the documents pertinent to the operation that had been
approved.

       After a brief exchange of ideas, the Board unanimously agreed to grant
a special power of attorney to the following: Mr. Kenneth Richard Buckley, a
US citizen, with Immigrant's Identity Card No. N-97767, Mr. Anthony Wayne
Worcester, a US citizen, identified by Immigrant's Identity Card No. N-97937;
Mr. Kenneth Ernest Hecker Jr., a US citizen identified by Immigrant's
Identity Card No. N-99670; and, Mr. Marvin K. Kaiser, a US citizen,
identified by US Passport No. 152075471; all of them domiciled at Av. Victor
Andres Belaunde No. 147, Camino Real Business Center, Torre Real Tres, 9th
Floor, San Isidro,

-------------------------------------------------------------------------------
SERIES A NO. 4639484

              TWO THOUSAND SIX HUNDRED THIRTY FOUR

so that on behalf and in representation of the Company, they may individually
or jointly, sign contracts, writs, public deeds and other documents required
to formalize the sale and leaseback operation approved hereinbefore, and also
to carry out the corresponding proceedings for its registration with the
Public Registries.
-------------------------------------------------------------------------------

              There being no other matter to deal with and it being 1 p.m.,
the meeting was adjourned, after drafting, reading and approval of the
Minutes, which same were signed by all those present in sign of agreement
therewith and without observations.

INSERT:  VOUCHER

A stamp: Evidencing receipt

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

Mr. JULIO GUADALUPE BASCONES.- Victor Andres Belaunde.- San Isidro.-

DEAR SIR:

<PAGE>

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer
Registration No. 37630381, in keeping with the Bylaws and the General
Business Corporations Law calls a General Partners Meeting, to be held on
January 4, 1999, at noon, in the Company's office located at Victor Andres
Belaunde No. 147, Camino Real Business Center, Torre Real 3, 9th Floor,
District of San Isidro, in order to deal with the matters included in the
following agenda:

-  Approval of the sale and leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.

INSERT: VOUCHER

A stamp: Evidencing receipt

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

Mr. BASILIO MELGAREJO MALPARTIDA.- MARCAVALLE BLOCK 13, APARTMENT 301.- LA OROYA

DEAR SIR:

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer
Registration No. 37630381, in keeping with the Bylaws and the General
Business Corporations Law calls a General Partners Meeting, to be held on
January 4, 1999, at noon, in the Company's office located at Victor Andres

SERIES A NO. 4639482

              TWO THOUSAND SIX HUNDRED THIRTY-FIVE


Belaunde No. 147, Camino Real Business Center, Torre Real 3, 9th Floor,
District of San Isidro, in order to deal with the matters included in the
following agenda:

-  Approval of the sale and leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

<PAGE>

Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.

INSERT: VOUCHER

A stamp: Evidencing receipt

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

MISS ROCIO EVA SIFUENTES AYVAR.- CALLE PIURA 122, SANTA PATRICIA.- LA MOLINA

DEAR MADAM:

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer
Registration No. 37630381, in keeping with the Bylaws and the General
Business Corporations Law calls a General Partners Meeting, to be held on
January 4, 1999, at noon, in the Company's office located at Victor Andres
Belaunde No. 147, Camino Real Business Center, Torre Real 3, 9th Floor,
District of San Isidro, in order to deal with the matters included in the
following agenda:

-  Approval of the sale and leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.

INSERT:  VOUCHER

A stamp: Evidencing receipt

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

<PAGE>

Mr. JACINTO CANALES, Av. Peru 4106.- San Martin de Porres.

DEAR SIR:

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer
Registration No. 37630381, in keeping with the Bylaws and the General
Business Corporations Law calls a General Partners Meeting, to be held on
January 4, 1999, at noon, in the Company's office located at Victor Andres
Belaunde No. 147, Camino Real Business Center, Torre Real 3, 9th Floor,

SERIES A NO. 4639480

              TWO THOUSAND SIX HUNDRED THIRTY-SIX

District of San Isidro, in order to deal with the matters included in the
following agenda:

-  Approval of the sale and leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.

INSERT:  VOUCHER

A stamp: Evidencing receipt

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

MISS DANITZA ROCIO YUPARI CAPCHA.- CALLE LEON 180, URB. MAYORAZGO, PRIMERA
ETAPA, ATE VITARTE..-

DEAR MADAM:

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer
Registration No. 37630381, in keeping with the Bylaws and the General
Business Corporations Law calls a General Partners Meeting, to be held on
January 4, 1999, at noon, in the Company's office located at Victor Andres
Belaunde No. 147, Camino Real Business Center, Torre Real 3, 9th Floor,
District of San Isidro, in order to deal with the matters included in the
following agenda:

<PAGE>

-  Approval of the sale and leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.


INSERT:  VOUCHER

A stamp: Evidencing receipt

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

Mr. ALFREDO ARTURO BASUALDO RICALDI.- CALLE DOS DE MAYO 141, OROYA ANTIGUA.-

DEAR SIR:

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer Registration
No. 37630381, in keeping with the Bylaws and the General Business Corporations
Law calls a General Partners Meeting, to be held on January 4, 1999, at noon, in
the Company's office located at Victor Andres Belaunde No. 147, Camino Real
Business Center, Torre Real 3, 9th Floor,

SERIES A NO. 4639478

              TWO THOUSAND SIX HUNDRED THIRTY-SEVEN

District of San Isidro, in order to deal with the matters included in the
following agenda:

-  Approval of the sale and leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.

INSERT:  VOUCHER

<PAGE>

A stamp: Evidencing receipt

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

MR. FLOREN -EDDY RAMOS APARICIO.- AV. MORRO SOLAR 2204, SURCO, LIMA 33..-

DEAR SIR:

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer
Registration No. 37630381, in keeping with the Bylaws and the General
Business Corporations Law calls a General Partners Meeting, to be held on
January 4, 1999, at noon, in the Company's office located at Victor Andres
Belaunde No. 147, Camino Real Business Center, Torre Real 3, 9th Floor,
District of San Isidro, in order to deal with the matters included in the
following agenda:

-  Approval of the sale and leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.

INSERT: VOUCHER

A stamp: Evidencing receipt

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

MISS TERESA SAENZ PICASSO.- OCTAVIO ESPINOZA 410, SAN ISIDRO.-

DEAR MADAM:

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer
Registration No. 37630381, in keeping with the Bylaws and the General
Business Corporations Law calls a General Partners Meeting, to be held on
January 4, 1999, at noon, in the Company's office

<PAGE>

located at Victor Andres Belaunde No. 147, Camino Real Business Center, Torre
Real 3, 9th Floor, District of San Isidro, in order to deal with the matters
included in the following agenda:

-  Approval of the sale and leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

SERIES A NO. 4639476

              TWO THOUSAND SIX HUNDRED THIRTY-EIGHT


-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.

INSERT:  VOUCHER

A stamp: Evidencing receipt

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

MISS MARGARITA DELICIA MONDRAGON HERNANDEZ.- JR. CHINCHAYSUYO 119, MARANGA,
CUARTA ETAPA, SAN MIGUEL.-

DEAR MADAM:

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer
Registration No. 37630381, in keeping with the Bylaws and the General
Business Corporations Law calls a General Partners Meeting, to be held on
January 4, 1999, at noon, in the Company's office located at Victor Andres
Belaunde No. 147, Camino Real Business Center, Torre Real 3, 9th Floor,
District of San Isidro, in order to deal with the matters included in the
following agenda:

Approval of the sale and leaseback operation with Banco de Credito del Peru
and Credito Leasing S.A.

-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.

<PAGE>

INSERT:  VOUCHER

A stamp: Evidencing receipt

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

Messrs. DOE RUN MINING S. R. L. - AV. VICTOR ANDRES BELAUNDE 124, TORRE REAL 3,
9TH FLOOR, SAN ISIDRO.-

DEAR SIRS:

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer
Registration No. 37630381, in keeping with the Bylaws and the General
Business Corporations Law calls a General Partners Meeting, to be held on
January 4, 1999, at noon, in the Company's office located at Victor Andres
Belaunde No. 147, Camino Real Business Center, Torre Real 3, 9th Floor,
District of San Isidro, in order to deal with the matters included in the
following agenda:

SERIES  A NO. 4639474

              TWO THOUSAND THIRTY NINE

-  Approval of the sale and leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.

This is what appears in the original minutes and inserts referred to herein.

Signed:  Ricardo Ortiz de Zevallos Villaran, Lawyer-Notary Public of Lima.

A Notarial Stamp follows:

CONCLUSION:

After previously reading the writ and the transcribed inserts I have found
all them to be in order and I have instructed the parties appearing before me
of their content and they have ratified their purpose by signing the deed.
The signing process was concluded pursuant to the provisions set forth in
clause 3) of Article 59 (fifty-nine) of the Law of Notary Publics, on January

<PAGE>

21, 1999 and I hereby leave evidence that the Series No. of the page where
this instrument begins is 4639448 and it concludes in the page with the
series No. 4639474: and I hereby attest to all of the aforesaid.

Signatures:

Kenneth Richard Buckley

Jose Luis Ferreyra Arce

Juan Pablo Boza Rizo Patron

Sergio Bassino Bellaci

Andres Alejandro Ferrand del Busto

Dr. Ricardo Ortiz de Zevallos Villaran

Lawyer-Notary Public of Lima


THIS IS A PHOTOCOPY OF THE PUBLIC DEED INSCRIBED IN MY REGISTER AND AT THE
REQUEST OF AN INTERESTED PARTY I ISSUE THIS TESTIMONY IN KEEPING WITH THE
LAW, WHICH I SIGN AND STAMP IN LIMA, ON JANUARY 29, 1999 (KARDEX 96276).

<PAGE>

                         RICARDO ORTIZ DE ZEVALLOS VILLARAN


                                   NOTARY OF LIMA


                               AV. AREQUIPA No. 1268

                           Telephones:  472-6825 472-4729

                    FAX: 471-0549  e-mail: postmast@rozv.com.pe





                                 T E S T I M O N Y





OF THE PUBLIC DEED OF:      FINANCIAL LEASING

GRANTED BY:                 CREDITO LEASING S.A. AND

                            BANCO DE CREDITO DEL PERU

IN FAVOR OF:                DOE RUN PERU S. R. L.



                               LIMA, JANUARY 20, 1999

                                PAGE 2601  No. 96277

<PAGE>

Number.

Kardex: 96277 (NINETY-SIX THOUSAND TWO HUNDRED SEVENTY-SEVEN)

              FINANCIAL LEASING ENTERED INTO BY AND BETWEEN CREDITO LEASING S.A.
              AND BANCO DE CREDITO DEL PERU AS PARTY OF THE FIRST PART AND DOE
              RUN PERU S. R. L. AS PARTY OF THE SECOND PART.

*******************************************************************************

INTRODUCTION:

       In the City of Lima, on January 20, 1999, before me: RICARDO ORTIZ DE
ZEVALLOS VILLARAN, Lawyer-Notary Public of this Capital; duly identified by
Voter's Registration Card No. (08241353) zero eight million two hundred
forty-one thousand three hundred fifty-three, Military Registration Card No.
(T-34-A-5913251) T - Thirty-four - A - five million nine hundred thirteen
thousand two hundred fifty-one; and with Singe Taxpayer Registration No.
(10803373) ten million eight hundred three thousand three hundred
seventy-three.

APPEAR: On behalf and representing CREDITO LEASING S.A., with Single Tax
Payer's Registration No. 30866878 (thirty million eight hundred sixty-six
thousand eight hundred seventy-eight), domiciled at Calle Centenario No. 156,
La Molina, Province and Department of Lima, authorized to this effect as per
powers of attorney registered on Filing Card No. 130316 of the Registry of
Bodies Corporate of Lima.

MR. JOSE LUIS FERREYRA ARCE:  a Peruvian citizen, who stated that he was
married, an economist by profession, duly identified by Voter's Registration
Card No. 08810126 (zero eight million eight hundred ten thousand one hundred
twenty-six) and Military Registration Card No. 8100506676 (eight thousand on
hundred million five hundred six thousand six hundred seventy-six).

MR. JUAN PABLO BOZA RIZO PATRON: a Peruvian citizen, who stated that he was
married, an executive by profession or occupation, duly identified by Voter's
Registration Card No. 08271164 (zero eight million two hundred seventy one
thousand one hundred sixty-four) and Military Registration Card No.
2413049673 (two thousand four hundred thirteen million forty-nine thousand
six hundred seventy-three).

       On behalf and representing BANCO DE CREDITO DEL PERU with Single
Taxpayer's registration No. 10004721 (ten million four thousand seven hundred
twenty-one), domiciled at Calle Centenario No. 156, La Molina, Province and
Department of Lima, authorized to this effect as per

<PAGE>

powers of attorney registered on Entry No. 6444, pages 100, of Voluyme 297
and in Entry 73, of Filing Card No. 117464 of the Registry of Bodies
Corporate of Lima.

MR. SERGIO BASSINO BELLACCI:  a Peruvian citizen, who stated that he was
married, an economist by profession or occupation, duly identified by Voter's
Registration Card No. 08771672 (zero eight million seven hundred seventy-one
thousand six hundred seventy-two) and Military Registration Card No.
2151902588 (two thousand one hundred fifty-one million nine hundred two
thousand five hundred eighty-eight).

MR. ANDRES ALEJANDRO FERRAND DEL BUSTO: a Peruvian citizen, who stated that
he was married, an executive by profession or occupation, duly identified by
Voter's Registration Card No. 08248466 (zero eight million two hundred
forty-eight thousand four hundred sixty-six) and Military Registration Card
No. 2200090575 (two thousand two hundred million ninety thousand five hundred
seventy-five).

       On behalf and representing DOE RUN PERU S. R. L., with Single
Taxpayer' Registration No. 37630381 (thirty-seven million six hundred thirty
thousand three hundred eighty-one), domiciled at Avenida Victor Andres
Belaunde No. 147.Torre Real Tres, Camino Real Business Center, 9th Floor,
District of San Isidro, Province and Department of Lima, authorized as per
the Minutes of the General Extraordinary Partners Meeting held on January 4,
1999, which is in process of being registered in the Registry of Bodies
Corporate of Lima, which will be inserted hereto.

MR. KENNETH RICHARD BUCKELY:  a US citizen, who stated that he was married,
an engineer by profession or occupation, duly identified with Alien
Registration Card No. N-97767 (N-ninety-seven thousand seven hundred
sixty-seven).

THE PERSONS WHO APPEAR:

       Are of age, and I have identified them as able to contract and are
intelligent in Spanish with sufficient capacity, freedom and knowledge to
contract; to which I attest to, and they have delivered to me a writ that was
duly signed and authorized, to be converted into a Public Deed, which I now
place in my file under the corresponding order number, and whose text reads
as follows:

WRIT:

Mr. Notary, DOCTOR RICARDO ORTIZ DE ZEVALLOS VILLARAN,

       Please record in your Register of Public Deeds, a Financial Leasing
Contract executed in accordance with Legislative Decree No. 299, Regulations
thereunder and the provisions of this contract, entered into by and between,
CREDITO LEASING S.A., with Single Taxpayers Register (R.U.C.) No. 30866878,
and the BANCO DE CREDITO DEL PERU, with RUC No. 10004721, hereinafter
referred to as THE LESSORS, with the domicile that is indicated at the end of
this document, duly represented by the persons who are signing this document,
as party of the first part; and THE

<PAGE>

CLIENT, whose names/firm name and other data required by law is indicated at
the end of this contract, as party of the second part ; subject to the
following conditions:

FIRST: THE LESSORS, in accordance with their bylaws and with the laws in
force are authorized to carry out financial leaseback operations; and, in
accordance with an express request made to them by the CLIENT, they have
acquired as property for the purpose of a financial lease in favor of the
CLIENT, the goods described in EXHIBIT B, that form part of this contract,
for the price, plus the taxes and other expenses stipulated in the
aforementioned  Exhibit.

       The goods subject matter of this contract are co-ownership of THE
LESSORS, in the following proportion:

       CREDITO LEASING S.A. participates with 85% of the ownership of the
movable property described in Exhibit B of this contract, having invested in
the purchase of the same, the amount of US$15,815,003.10 (FIFTEEN MILLION
EIGHT HUNDRED FIFTEEN THOUSAND AND THREE WITH 10/100 US DOLLARS), Value Added
Tax included.

       BANCO DE CREDITO DEL PERU participates with 15% of the ownership of
the movable property described in Exhibit B of this contract, having invested
in the purchase of the same the amount of US$2,790,882.90 (TWO MILLION SEVEN
HUNDRED NINETY THOUSAND EIGHT HUNDRED EIGHTY-TWO WITH 90/100 US DOLLARS),
Value Added Tax included.

       CREDITO LEASING S.A. participates with 85% of the ownership of the
real estate property described in Exhibit B of this contract, having invested
in the purchase of the same, the amount of US$1,184,996.90 (ONE MILLION ONE
HUNDRED EIGHTY-FOUR THOUSAND NINE HUNDRED NINETY-SIX WITH 90/100  US
DOLLARS), Value Added Tax included.

       BANCO DE CREDITO DEL PERU participates with 15% of the ownership of
the real estate property described in Exhibit B of this contract, having
invested in the purchase of the same the amount of US$209,117.10 (TWO HUNDRED
NINE THOUSAND ONE HUNDRED SEVENTEEN WITH 10/100 US DOLLARS), Value Added Tax
included.

       THE CLIENT ratifies in this act the application that in accordance
with the Memorandum Order that appears as Exhibit A, it has made to THE
LESSORS, stating their full and total acceptance of the goods acquired by THE
LESSORS at his request, and which correspond to those required by him;
specifically accepting that they will take them in use and as financial
leasing under the terms of this contract.

SECOND: The CLIENT hereby declares that it shall bear the cost of any
maintenance, service or repair required by the goods matter of this contract,
originated by any cause, unless the repair was originated by any damage
caused by THE LESSORS, including possible claims and lawsuits which

<PAGE>

may correspond to be filed against the original supplier, freeing THE LESSORS
from any charge thereof.

THIRD:  The goods matter of this financial leasing are at THE LA OROYA
METALLURGICAL COMPLEX, LOT "F-1 OXYGEN PLANT NO. 2", a part of the Smelter
Section, located on the right margin of the main access road to the La Oroya
smelter, in the District of La Oroya, Province of Yauli, Department of Junin,
since it is the site for their final installation.  Any change of place must
have the express and written authorization of THE LESSORS, which shall not be
denied unreasonably, always at the cost and responsibility of the CLIENT, who
hereby commits itself to comply with the terms that THE LESSORS impose for
such change of place.

FOURTH:  THE CLIENT hereby complies with ratifying that the good(s) matter of
this contract is(are) co-ownership of THE LESSORS, in the proportion
indicated in clause one hereof, hereby binding itself to adopt every
necessary and convenient measure so that THE LESSORS may identify the good(s)
that belong to them, in possession by the CLIENT; by placing plates that
indicate that it(they) is(are) good(s) which is(are) a co-ownership of THE
LESSORS, in the cases that the aforesaid may correspond.

       In every credit /or guaranty contract, under any modality, that the
CLIENT enters into in the future with third parties and that in any manner
may affect the goods matter of this contract, evidence should be given in a
special clause to the fact that said good(s) is(are) a property of THE
LESSORS, and thus it(they) is(are) not subject to any measure whatsoever that
may favor them.

       In the case of a declaration of insolvency, bankruptcy of THE CLIENT,
precautionary measures for embargo or any other measure that in any manner
may affect the property that THE LESSORS have on the good(s) matter of this
contract, the CLIENT must immediately inform the respective authority or
entity, as well as THE LESSORS, thereof; bearing all the expenses and costs
that may be incurred by THE LESSORS to file the legal actions required for
the recognition of their right to the property or for third-party
interventions; without prejudice to assume and pay THE LESSORS the damages
and losses that such measures may cause them.

FIFTH: Should the good(s) that is(are) the subject matter of this contract
have to be fixed or incorporated into a real estate element, this must be
done in such a manner that will permit it(their) separation without damaging
or affecting its(their) characteristics and functions. Any modification made
by THE CLIENT to the good(s), be them movable or real property, whose cost is
less than US$200,000.00, plus the corresponding Value Added Tax, must be
informed to THE LESSORS. If

<PAGE>

the modification exceeds the amount ofUS$200,000.00, plus the corresponding
Value Added Tax, THE CLIENT must obtain THE LESSORS' prior written
authorization to make such modification, which shall not be denied
unreasonably. Likewise, THE CLIENT cannot incorporate accessories or parts
within the good(s) that reduce its(their) value.

       The modifications introduced by the CLIENT within the goods which cost
is less than US$200,000, will be informed to THE LESSORS quarterly.

SIXTH:  Since the rulings in force specifically indicate that the goods
matter of financial leasing must be insured, THE CLIENT will contract,
directly, an Insurance Policy from an Insurance Company regarded satisfactory
by THE LESSORS, against "ALL RISK PROPERTY INSURANCE COVERING ALSO ENGINEER
RISKS AND BURGLARY OR ASSAULT" (destruction, loss, theft, earthquake, civil
disturbance, terrorism, violence of third parties and dependents, sabotage,
fire, flood, misuse, civil liability, machine breaking, and other normal and
ordinary matters).  The aforementioned insurance must be contracted at least
as from two days before the date fixed for the delivery of the good(s) and
for an amount equivalent to the replacement value of the good(s); assuming
the cost of the premiums.

       The respective Policy must be delivered to THE LESSORS, issued or
endorsed in their favor, indicating as a condition that the insurance
contract will not be canceled due to lack of payment without first informing
THE LESSORS on this regard; who are hereby authorized to make the payment and
entitled to demand its refund plus compensatory and moratorium interest at a
rate of 3% per year in addition to the compensatory interests, from the date
of non-compliance to the date that the total owed amount is fully paid,
without assuming any liability if such payment is not made. If for some
unforeseen reason, the CLIENT has not taken out the insurance policy within
the established term, and the delivery of the good(s) has taken place, THE
LESSORS will directly insure the leased good(s) under the already stated
terms and the cost of the policy will be automatically charged to any of the
accounts kept by the CLIENT in the Banco de Credito del Peru, hereby
irrevocably authorizing the Banco de Credito del Peru so that THE LESSORS may
make the aforementioned charges with a simple request only.

       The parties hereby acknowledge that they are aware of the fact that
the amount of the franchise of the insurance to be contracted is
US$250,000.00 (TWO HUNDRED AND FIFTY THOUSAND AND 00/100 US DOLLARS), thus,
any damage/loss for a smaller amount, shall be directly assumed by THE CLIENT.

       Any uncovered risk, provided and when it has not been caused by THE
LESSORS, as well as any default or refusal to pay by the Insurance Company,
shall be assumed by THE CLIENT.

       Independent from who contracted the aforementioned insurance, if a
damage/loss occurs which in THE LESSORS' reasonable opinion affects the
aptitude or good performance or good

<PAGE>

operation of the leased goods because they are not commercially repairable
and the Insurance Company accepts the total loss of the goods, the sum paid
by the referred Insurance Company will be destined by THE LESSORS, prior
agreement with the CLIENT, to:

     (a) Replace or repair the goods that have thus been declared, so that this
     contract will go forward under the same terms. If this were not possible
     for any reason of legal nature or at the parties' will, a new contract
     will be executed exclusively referred to such goods, ending this
     contract.

     (b) Apply its amount to the payment of the balance of the financial leasing
     obligation, which will be equivalent to the current value of the
     installments pending maturity, applying a discount rate equivalent to
     4.75% per year.

       If within a term of 30 days of having received the payment made by the
Insurance Company, THE LESSORS and the CLIENT do not reach an agreement with
regard to whether said funds must be applied in the manner describe in items
(a) or (b) hereinbefore, the funds paid by the Insurance company will be
destined to the alternative contemplated in clause (b).

       In the event that a loss/damage is considered a partial damage, the
parties will make the necessary efforts so that the payment made by the
Insurance Company in favor of THE LESSORS is deposited in the account that
the CLIENT keeps in the Banco de Credito del Peru, so that this amount may be
placed at the disposal of the CLIENT upon his request, in order to make the
necessary repairs.  Any surplus that may result from the amount paid by the
Insurance Company after repairing the damages, shall exclusively benefit the
CLIENT.

All surpluses that may arise from the amount paid by the Insurance Company,
after opting for alternative (a) or (b) mentioned hereinbefore, shall
exclusively benefit THE CLIENT.

SEVENTH: This financial leasing contract will have the duration that is
stipulated in EXHIBIT B.  Said term will be counted as from the first day of
the month following the date on which THE LESSORS make the total disbursement
required for the purchase of the good(s) matter of this contract, until the
date corresponding to the payment of the last installment; hereby agreeing
that this term shall be mandatory for both parties.

       Notwithstanding the provisions of the foregoing paragraph, the
obligations that are provided for within this contract shall enter into force
from the moment in which THE LESSORS make the full payment for the purchase
of the good(s) stated in EXHIBIT B, reason why, THE CLIENT is hereby
committed to the payment of one pre-installment that represents the
compensatory interest in effect

<PAGE>

at the Banco de Credito del Peru for this type of operations, interest that
will be applied to the payment of the expenses, services and taxes that may
be applicable, as well as to the interests and to any other additional
concept that may correspond for investments made by THE LESSORS to make the
financial leasing matter of this contract feasible; all of which will be
calculated from the date on which the disbursements are produced to the first
working day of the following period.

       The parties hereby agree that THE CLIENT may use the good(s) during
the period counted as from the time THE CLIENT has transferred the property
of the good(s) to THE LESSORS until this contract goes into effect.

EIGHTH:  THE CLIENT pledges to regularly pay in US Dollars and under the
method of payment stipulated to that effect in EXHIBIT B, financial leasing
installments in accordance with the Payment Schedule that as EXHIBIT C forms
an integral part of this contract.

       Thus, any increase before the end of this contract, generated as a
consequence of taxes directly related to the property of the good(s) will
entail, prior communication to the CLIENT, the generation of extraordinary
installments; a situation that the CLIENT hereby declares to know and accept.

       THE LESSORS will facilitate THE CLIENT the possibility of bringing
actions, appeals, claims or participating in the processes and, in general,
of using every legal recourse to enforce his rights to be able to obtain the
refund of what was paid by THE LESSORS, against any authority, public or
private entity or company that may have generated the payment of said
expenses or taxes.

DISBURSEMENT COMMISSION:   The  CLIENT hereby binds itself to pay THE LESSORS
at the time of the disbursement a Commission equivalent to 1% of the total
financed amount, that is, US$200,000.00, plus the corresponding Value Added
Tax.

NINTH:  With regard to the payments that the CLIENT assumes by means of this
contract, it pledges to maintain a current account in the Banco de Credito
del Peru, in the same currency that has been agreed upon for the payments,
and it pledges to maintain every month in this account on the day of each
maturity, the necessary funds in that account to handle the respective
monthly charges; unless THE LESSORS have specifically authorized a different
form of payment. For purposes of what was established above, by means of this
document and without any need for any other formality, the CLIENT irrevocably
authorizes the Banco de Credito del Peru to make the charges that arise from
this contract. Should there be no timely payment of the total amount of any
of the payment obligations assumed by means of this contract, whatever the
reason may be, and after having elapsed 8 (eight) calendar days as from the
maturity date, the CLIENT hereby specifically and irrevocably authorizes THE
LESSORS to apply any fund or security that it may have

<PAGE>

in the power of Credito Leasing S.A. and/or the Banco de Credito del Peru in
its name, whether individually or jointly with third parties; for which
purpose no prior formality whatsoever will be needed and the CLIENT
specifically exempts both Credito Leasing S.A. as well as the Banco de
Credito del Peru from any liability for the disposal of the funds and/or
securities authorized hereinabove.

       For the above indicated purposes, the CLIENT authorizes Credito
Leasing S.A. and the Banco de Credito del Peru to sell/purchase the necessary
currency to honor its obligations at the rate of exchange that the Banco de
Credito del Peru has in force at the time of the foreign exchange operation,
exempted from any liability for any difference in the rate of exchange.

TENTH: Both parties hereby agree that a delay in the payment of one financial
leasing installment, as well as any other delay in the compliance with the
payments that as a consequence from this contract the CLIENT must make in
favor of THE LESSORS, shall originate for the former the additional
obligation of paying moratorium interest, at a rate of 3% per year, in
addition to compensatory interests; from the date of non-compliance to the
date the total owed amount is paid.

       For the purposes of what is provided in the preceding paragraph and
pursuant to the provisions set forth in item 1 of Article 1333 of the Civil
Code, the CLIENT shall incur in automatic moratorium without needing any
notification or demand whatsoever.

ELEVENTH:  The CLIENT may exercise the option to purchase the financial
leasing in an anticipated manner, only 25 months after the time it went into
effect.  To this end, it must pay THE LESSORS an amount equivalent to the
current value of the leasing installments that have not matured yet, applying
to them a discount rate equivalent to 4.75% per year, plus 1% of the purchase
value of the goods matter of the financial leasing, plus the amount
equivalent to the value of one installment per year or fraction that is
prepaid, plus the corresponding value added tax.

       The request to exercise the purchase option in an anticipated manner
must be made by the CLIENT at least (2) months before the day determined to
exercise the option.

TWELFTH: The CLIENT, with regard to the good(s) owned by THE LESSORS that
is(are) object of this contract, hereby pledges to:

       (a)    Use and operate it(them) solely in the activities that belong to
       its line of business;  through its responsible and skilled personnel or
       by means of an specialized operator or contractor.  The CLIENT is hereby
       expressly forbidden from subleasing the good(s) and from any other direct
       or indirect form of use by third parties.

<PAGE>

       (b)    Maintain in force and at its expense, all licenses, permits and
       registers needed for the operation, in line with prevailing legal
       rulings.

       (c)    Allow, at the time and with a frequency freely determined by THE
       LESSORS within the usual working schedules, the inspections and
       verifications that they decide to make, enabling THE LESSORS to resort to
       technicians or experts whose selection, technical qualifications, costs
       and time of service shall be reasonable determined by mutual agreement
       between the parties and assumed by THE CLIENT.

       (d)    Assume all risks, be them for accidents, deterioration, third-
       party actions, defects, faults, manufacture defects, defects found in the
       materials, components, installation and any other of any nature that may
       affect this/these good(s) in any way, as well as the repairs that may be
       necessary to make produced by any cause; provided and when they have not
       been caused by THE LESSORS.

       (e)    Assume the cost of repairs due to damages that may caused by the
       goods to third parties or to third parties' goods; provided and when they
       have not been caused by THE LESSORS.

       (f)    Assume the cost of the repairs, provided and when the damages have
       not been caused by THE LESSORS, maintenance, services andother necessary
       expenses required to maintain the good(s) in good operating condition for
       the purposes served by the good(s), which must necessarily be made by
       specialized operators, experts, contractors, or qualified personnel, if
       necessary. The parts or pieces that are replaced shall be fully
       incorporated within the good(s) to THE LESSORS' benefit.; and the
       replaced parts and pieces will remain as property of the CLIENT.


       (g)    Inform THE LESSORS quarterly of any modification or alteration in
       the good(s) which cost is less than US$200,000.00 plus the corresponding
       Value Added Tax, and request authorization from THE LESSORS in case the
       modification or alteration exceeds the aforementioned amount, which shall
       not be unreasonably denied.  Likewise, THE CLIENT cannot incorporate
       accessories or parts within the goods which may reduce their value.  Any
       alteration or modification introduced within the good(s), will be
       exclusively assumed by THE CLIENT.

       Likewise, THE CLIENT binds itself to:

       (h)    Abstain from participating in merger or split-up processes and
       restrain from selling or transferring all or a substantial part of its
       fixed assets to anyone, or from acquiring all or substantially all of the
       assets of anyone, without prior express written authorization by THE
       LESSORS, to be given within 30 days of receiving the request made by THE
       CLIENT,

<PAGE>

       attaching thereto the respective analysis, the Financial Statements of
       the company/ies) to be merged or split-up, the merger or split-up
       project, as well as a projection of the Financial Statements after the
       merger or split-up takes place.

       The restrictions and prohibitions provided in the preceding paragraph,
       that require prior authorization by THE LESSORS to proceed to merger or
       split-up processes, do not comprise or include the merger that THE
       CLIENTE is at present carrying out with Empresa Minera Cobriza S. R. L.,
       by means of which the former will take over the latter.  The
       aforementioned process will go into effect within 60 days after the
       signing of this contract.

                If THE LESSORS do not approve the merger or split-up process,
       THE CLIENT may opt for ending this contract.  If the termination occurs
       within the first 25 (twenty-five) months of the term of effect of this
       contract, the CLIENT must pay THE LESSORS in addition to what is provided
       in clause eleven, all the extraordinary costs they incur to terminate the
       contract, including the refund of the Tax Credit to the Tax
       Administration Superintendency -SUNAT.


       (i)    Abstain from distributing dividends or paying subordinate debts in
       case of a delay in the payments to THE LESSORS, that qualifies as an
       "Event of Default".

       (j)    Present to THE LESSORS its complete financial information, that
       is, Balance Sheet, Profit and Loss Statement, Cash Flows, duly audited
       and with their respective notes, within a term not to exceed 120 calendar
       days from the closing of each fiscal year, hereby pledging to promptly
       inform THE LESSORS, of any fact or circumstance that may originate a

<PAGE>

       substantial reduction of the CLIENT's revenues, profits, payment capacity
       and/or financial standing.  Likewise, THE CLIENT must send THE LESSORS an
       unaudited version of its financial statements, without including the
       notes, within a term not greater than 60 calendar days from the closing
       of each quarter.

THIRTEENTH: The CLIENT pledges to inform THE LESSORS, in writing, and no
later than five (5) working days after it happened, any of the following
events:

       (a)    When a third party seizes all or part of the good(s), or adopts
       measures that affect their ownership or use in a substantial manner;

       (b)    When any judicial or administrative authority has ordered a
       measure of any nature that restricts or affects in any way the ownership,
       possession or use of the good(s); unless said procedure has been started
       by THE LESSORS.

       (c)    When the good(s) suffer(s) deterioration that is not caused by
       the normal or diligent use, loss, theft, mechanical failures and/or any
       other event whether it is covered or not by the Insurance Policy
       contracted by the CLIENT, provided the value of said deterioration is
       greater than US$200,000.00, plus the corresponding Value Added Tax.

FOURTEENTH:

14.1   The parties hereby agree that any of the following circumstances
       constitutes an "Event of Default".


       (a)    Failure to comply with a Payment Obligation.-  If the CLIENT fails
              to comply with any of the payment obligations assumed in this
              contract, and such circumstance continues without being corrected
              within a term of ten (10) calendar days as of the date of the
              notarial notice sent by THE LESSORS for such purpose;

       (b)    Failure to comply with an Obligation.-  If the CLIENT fails to
              comply with any of the obligations assumed under this contract,
              and such circumstance continues without being corrected within a
              term of thirty (30) calendar days as of the date of the notarial
              notice sent by THE LESSORS for such purpose.

     In the case of any default in the payment or the obligations assumed by
the CLIENT referred to in the preceding items a and b, THE LESSORS, at their
sole decision, will be fully entitled to demand the defaulted obligations
plus interest, taxes and other expenses that may have been generated,
including those incurred as a result of proceedings for extra-judicial
collection whether carried out directly or through third parties.

<PAGE>

14.2   In the case that an "Event of Default" will occur, this contract will be
       ended without any further formality, and THE LESSORS will be entitled to
       collect the amount owed to that date, as well as the total amount of the
       installments and/or pre-installment pending payment, as loss of profit
       that corresponds to THE LESSORS; voiding the effect of the benefit of the
       not-matured terms established in favor of the CLIENT.

       Under that assumption, the CLIENT will be bound to pay moratorium
       interest at a rate of 3% per year, in addition to the compensatory
       interest, as of the date of non-compliance and until the date on which
       the total owed amount in fully paid, plus the total amount of the
       installments regarded as matured as a consequence of the preclusion of
       the terms, due to non compliance by the CLIENT.

14.3   Once the contract is ended in an automatic manner, due to any of the
       reasons that this document foresees, THE LESSORS hereby bind themselves
       to inform the CLIENT thereof by means of a notarial notice within a term
       that shall not exceed seven (7) business days after the termination
       occurs.

       On the other hand, the CLIENT hereby assumes the obligation of placing at
       the disposal of THE LESSORS for their return, the good(s) which belong to
       them within a term of three (03) business days counted as of the receipt
       of the letter sent by THE LESSORS referred to in the preceding paragraph,
       in the same condition that it received it(them) and without more wear
       that the normal and adequate use of the good(s) for the purpose it(they)
       were bought, during the time it(they) were used; being on the account of
       the CLIENT the payment of the delivery expenses, as well those that THE
       LESSORS may indicate to repair any damage(s) of the good(s).

       For the purpose of this contract the good(s) shall be understood as
       returned with the notarial letter that the CLIENT sends to THE LESSORS
       indicating that the good(s) are at their disposal .

14.4   Any "Event of Default" incurred by the CLIENT regarding its obligations,
       be it partially or totally, and that originates the termination of this
       contract, shall automatically result in the loss of the aforementioned of
       the right to exercise the option to acquire the property of the good(s)
       subject of this contract.

<PAGE>

       As an exception, if so accepted by THE LESSORS, the CLIENT will have
the right to keep the possession of the good(s) and as property, if after
making the total payment of the above mentioned matured or to be matured
installments and /or pre-installment, and of any other amount indicated by
THE LESSORS, the CLIENT exercises the option right agreed upon making the
respective total payment, before THE LESSORS have proceeded to the withdrawal
of the good(s).

FIFTEENTH: This contract having been canceled for any motive or the contract
having ended without the CLIENT exercising his option right, THE LESSORS may
freely dispose of the good(s); being hereby specifically authorized by the
CLIENT to enter into the premises that their property leased in favor of THE
CLIENT without their consent, or to withdraw it(them) from the place where
it(they) is(are) without incurring in any liability whatsoever, whether for
trespassing or for any other infraction or damage, to which the CLIENT hereby
expressly waives by granting in this act authorization for the withdrawal of
the good(s) in accordance with what is indicated hereinabove.

       All of this without prejudice to continue paying THE LESSORS as a
lease, installments equal to those stipulated within this contract and once
its term has expired, monthly installments equal to the last one established
for the financial leasing and in both presumptions, plus an increase
equivalent to the moratorium interest of 3% in addition to the compensatory
interests on the monthly installments, as long as the return of the good(s)
takes.

SIXTEENTH: Aside from the causes for the cancellation of the contract that
have already been indicated, this contract shall be considered to have been
automatically concluded when any of the following situations have occurred:

       (a)    Provided they qualify as an "Event of Default" the lack of payment
       of two or more consecutive installments and/or pre-installments, unless
       it would be the last installment or an extraordinary installment, in
       which case the lack of payment of this last one or of any extraordinary
       one, or the delay of payment for more than two months will suffice.

       (b)    The CLIENT, at its request or at the request of third parties, is
       declared to be insolvent or a court demands that it indicates which goods
       are free subject to the penalty of being declared bankrupt or titles are
       protested of which the CLIENT is the main debtor or when the CLIENT
       enters into a process of dissolution and liquidation or seeks shelter
       under the Law of Equity Restructuring;

       (c)    When the CLIENT for any reason ceases to perform its activity;

<PAGE>

       (d)    If Doe Run Resources Corporations ceases to own, be it directly or
       indirectly, the 66.66% interest in Doe Run Peru, except if has the
       approval by THE LESSORS.

       (e)    When changes of location of the good(s) matter of this contract
       occur from the site where they are to a place that has not been
       previously authorized by THE LESSORS;

       (f)    When the CLIENT fails to present the financial information
       referred to in literal (j) Clause Twelve, and that qualifies as an Event
       of Default.

       (g)    When the use of the good(s) is subleased or assigned to third
       parties, without written authorization by THE LESSORS; except for what is
       provided in literal (a) of clause twelve hereof.

       (h)    When the CLIENT incurs in any cause for the rescission and/or
       cancellation in any other credit contract entered into with THE LESSORS;

       (i)    If on a date after the signing of this contract, the Peruvian
       Government carries out any action that under the reasonable criterion of
       THE LESSORS may result in the loss of any of its substantial rights as
       creditors under this contract - THE LESSORS will immediately communicate
       it to THE CLIENT to seek a solution within a term of 15 calendar days -
       or confiscates, expropriates or nationalizes the property or control of
       the CLIENT, of the goods, matter of this contract.

       In the event that the Peruvian Government expropriates the good(s) matter
       of the financial leasing contract, the fair price that it pays to THE
       LESSORS shall serve to pay to the extent possible the debt of THE CLIENT
       to THE LESSORS deriving from this contract, and only if there is a
       balance in favor, this will be delivered to THE CLIENT.

       Likewise, THE LESSORS hereby agree and commit themselves, in the event
       that any of the institutions or entities of the Peruvian State
       expropriate or nationalize the good(s) matter of the financial leasing
       contract, to facilitate THE CLIENT (i) the filing of the complaints,
       recourse or legal or judicial measure or (ii) the answer to the
       complaint, recourse or measure that the State may impose on the property
       of the good(s), that enable THE CLIENT to enforce its rights before the
       Peruvian State for the collection of a fair-priced indemnization, that
       reflects the true value of the good(s) and damages and losses caused by
       the expropriation.

       THE LESSORS hereby commit themselves to facilitate to THE CLIENT the
       exercise of its rights and actions provided in Article 552 of the Code of
       Civil Procedures, so that (i) the lapsing of the expropriation right of
       the Peruvian State be declared, as well as (ii) the nullity,

<PAGE>

       illegality, incompatibility of the legal provision that authorizes,
       orders and executes the expropriation, (ii) the disagreement with the
       appraisal or the form of payment, and (iv) the reversion, as well as any
       other action or right that may be created in the future.

SEVENTEENTH: By this act, THE LESSORS grant the CLIENT the right to an option
to purchase the good(s) indicated in EXHIBIT B and that may be exercised by
the CLIENT only up to the day indicated as the end of the contract, provided
that on the date of exercising the option, it has previously complied with
the payment of all the installments. In that case, it will deliver to THE
LESSORS as full payment for the transfer of ownership in its favor, the
purchase option established in EXHIBIT B which must be fully paid up within
the peremptory term of 2 business days after exercising the option right.
This payment shall be understood to be for the transfer of the ownership of
the good(s) in favor of the CLIENT and shall be made in the same currency
that has been agreed upon, plus the taxes that directly affect said transfer.
 THE LESSORS hereby declare that the goods matter of the purchase option will
be free from any lien or encumbrance or judicial or extra-judicial measure of
any kind that may limit or restrict its property and right to free disposal,
hereby binding themselves notwithstanding this statement to guarantee title
and right of possession in case of an eviction.

Should the CLIENT not exercise this option, and if it so agreed between the
parties, this contract may be extended or renewed for the term and under the
new conditions agreed upon and formalized for this purpose by means of
another public deed.

EIGHTEENTH: The CLIENT, pursuant to the provisions set forth in clause eight
hereof is obliged to assume all taxes, costs and expenses originated from the
acquisition of the good(s) and/or which affect this financial leasing
operation and the installments that correspond to be paid by the CLIENT; as
well as the notary and registry expenses deriving from the aforesaid; which
unless they have been included as part of this financial leasing operation,
will be charged to the CLIENT's account kept in Banco de Credito del Peru in
keeping with the provisions set forth in clause nine hereof, unless the
CLIENT proves to have paid them directly with prior authorization by THE
LESSORS.

       Likewise, the CLIENT will fully assume the payment of the water,
electricity and/or telephone bills.

NINETEENTH: THE CLIENT hereby declares that as regards the computer systems
that it uses, and, particularly, the software required for the normal
operation of its business, it is aware and knows the risks associated to the
change of date from December 31, 1999 to January 1 of year 2000.  Thus,
before such foreseeable risks of which it is aware, THE CLIENT hereby
declares that

<PAGE>

no event, foreseeable or not by him related to the aforementioned change of
the millennium, shall constitute a reason to justify any non-compliance
whatsoever with any of its obligations with THE LESSORS, and they shall not
constitute acts of God, events of force majeure, or unforeseeable events, or
causes that justify its default, partial or total non-compliance with, or
delay in fulfilling its obligations with THE LESSORS.

TWENTIETH:  THE LESSORS may only assign this contract to any company related
to the CREDICORP group, a situation that the CLIENT declares to know and
accept.

TWENTY FIRST:  The CLIENT hereby authorizes THE LESSORS to publicize the
signing of this financial leasing agreement, under the terms agreed to by
mutual consent.

TWENTY SECOND:  The parties hereby expressly agree that any conflict or
controversy that may arise between them as a consequence of the
interpretation or execution of this contract, including those related to its
nullity or voidance, shall be resolved by means of an arbitration of law, in
charge of an Arbitration Court made up of three members that must necessarily
be

<PAGE>

SERIE A NO. 4639477

              TWO THOUSAND SIX HUNDRED FOURTEEN

certified lawyers.  The arbitration process shall be carried out in line with
the Regulations for National and International Conciliation and Arbitration
of the Chamber of Commerce of Lima.

       The Arbitration Court shall be made up in the following manner:  each
one of the parties shall designate one arbiter and the third one shall be
designated by common agreement of the first two; this third one shall  chair
the Arbitration Court.

       The arbitration will be carried out in the City of Lima, and its
duration shall not exceed 60 (sixty) business days, counted as of the date of
the installation of the Arbitration Court until the issue of the respective
arbitration award.

       The Arbitration Award shall be definitive and unappealeable.

       The expenses originated by the arbitration process shall be borne by
the party who fails to win.

       In the case that any of the parties may decide to file before the
Judiciary an appeal for annulment against the arbitration award, it must
first establish a Bank Letter of Guaranty in favor of the opposing party,
granted by a first order Bank with headquarters in Lima, equivalent to
US$50,000.00 (FIFTY THOUSAND US DOLLARS), executable in case that the final
decision on the appeal declares it groundless.  Said bank letter of credit
must be in effect during the time that the process lasts.

TWENTY THIRD.-  Any notification, request, demand, consent, designation,
direction, instruction, certificate or other communications to be given under
this contract (hereinafter referred to as "communications") shall be made in
writing or sent by fax (with written confirmation of receipt, confirmation
that may be sent by fax, provided this contract does not require that it be a
notarial communication).

       For communications to THE CLIENT to be valid, they must be sent to the
address or fax number with reference to THE CLIENT, or ESTUDIO FERRERO
ABOGADOS as indicated below.

       For communications to THE LESSORS to be valid, they must be sent to
the address or fax number with reference to BANCO DE CREDITO DEL PERU and
CREDITO LEASING S.A. as indicated below.

CLIENT:  DOE RUN PERU S. R. L.

ATTENTION:  Messrs. Kenneth Richard Buckley and Henry Eric Peitz

ADDRESS: Av. Victor Andres Belaunde 147, Via Principal 155, Camino Real Business
Center- Torre Real 3, 9th Floor, San Isidro.

<PAGE>

FAX NO.: 215-1235 and 215-1281.

ESTUDIO FERRERO ABOGADOS

ATTENTION:  Dr. Raul Ferrero and Dr. Guillermo Ferrero

ADDRESS:  Av. Victor Andres Belaunde 395, San Isidro.

FAX NO.:  421-6481 and 441-8642

BANCO DE CREDITO DEL PERU

ATTENTION:  Mr. Giorgio Badani

ADDRESS:  Av. Centenario 156, Urbanizacion Las Laderas de Melgarejo, La Molina.

FAX NO. 349-0794

CREDITO LEASING S.A.

ATTENTION:  Mr. Juan Pablo Boza

ADDRESS: Av. Centenario 156, Urbanizacion Las Laderas de Melgarejo, La Molina.

FAX NO.:  349-0395

Lima, January 20, 1999

I.- CLIENT'S DATA:

COMPANY NAME:  DOE RUN PERU S. R. L., Single Taxpayer Registration No.
37630381.

ADDRESS: Av. Victor Andres Belaunde 147, Via Principal 155, Camino Real Business
Center- Torre Real 3, 9th Floor, San Isidro, Province and Department of Lima

CLIENT'S LEGAL REPRESENTATIVES:

(1)    Kenneth Richard Buckley with Alien Registration Card No. N-97767.

Authorized to this effect as per the Minutes of the Extraordinary General
Partners Meeting dated January 4, 1999, whose registration with the Registry of
Bodies Corporate of Lima is in process, an which you Mr. Notary will kindly
insert.

SIGNED: DOE RUN PERU S. R. L. .- p.p. Kenneth Richard Buckely.

II. LESSORS' DATA:

COMPANY NAME:  CREDITO LEASING S.A., Single Taxpayer Registration No. 30866878.

ADDRESS: Centenario #156, La Molina, Lima 12, Lima

NAME OF THE REPRESENTATIVES:

(1)    Jose Luis Ferreyra Arce

(2)    Juan Pablo Boza Rizo Patron

Authorized to this effect as per powers of attorney registered on Filing Card
No. 130316 of the Registry of Bodies Corporate of Lima.

SIGNED: CREDITO LEASING S.A.- p.p. Jose Luis Ferreyra Arce.- Juan Pablo Boza
Rizo Patron

COMPANY NAME:  BANCO DE CREDITO DEL PERU

<PAGE>

ADDRESS: Centenario #156, La Molina, Lima 12, Lima

NAME OF THE REPRESENTATIVES:

1)     Mr. Sergio Bassino Bellacci

2)     Mr. Andres Alejandro Ferrand del Busto.

Authorized to this effect as per powers of attorney registered on Entry 6444,
page 100, of Volume 297 and on Entry 73, of Filing Card No. 117464 of the
Registry of Bodies Corporate of Lima.

SIGNED:  BANCO DE CREDITO DEL PERU.- p.p. Sergio Bassino Bellacci.- Andres
Alejandro Ferrand del Busto.

Lawyer who authorizes this Writ:  Doctor Jennifer Houghton Von Hemelrick with
Lima Bar Association Register No. 25894.


INSERT NO. 1

EXHIBIT A

MEMORANDUM ORDER

Lima, January 20, 1999

Messrs.

CREDITO LEASING S.A.

Ref.: Memorandum Order for a Financial Leasing Operation Nr.

Dear Sirs,

       I(we) hereby comply with ratifying and confirming my(our) request so that
you kindly acquire the good(s), whose pro forma I(we ) enclose hereto in order
to be allotted to the financial leasing in my(our) favor.

       The supplier, price, quality, manufacture conditions, technical
specifications and other characteristics are those indicated in the attached pro
forma, and we hereby indicate that such good(s) has(have) been directly selected
by me(us); therefore, any defect in the manufacture or assembly, hidden defect,
operating defects or if it results inadequate for its purpose, shall be my(our)
sole responsibility.

   The good(s) to be acquired are:

       1.     MOVABLE PROPERTY:

       -      Air Filters, 48 cartridge units manufactured in synthetic
              material, make VILEDON, MODEL MF 85/95 G35K.

       -      Turbocompressor, make DEMAG, 43,000 Nm3/hour capacity, Series No.
              8567.

       -      Electric motor, make SIEMENS, 5,000 KW  (6705HP) power, with
              direct starting, Series No. D9041105101.

       -      Air washer, Series No. 7324, make LINDE.

<PAGE>

       -      Molecular screens, 43,000 Nm3/hour capacity, 2 units with Series
              No. 9898 and 9899, make BERTSH.

       -      Turbocharger, make ATLAS COPCO, 7,800 Nm3/hour capacity with 7.9
              bar pressure, Series No.15-2872.

       -      Expansion turbine, make ATLAS COPCO, 7,700 Nm3/hour capacity,
              Series No. 15-2872.

       -      Heat exchangers, 2 units, Series No. 106/1195/90(ZK1) and No.
              106/1196/90(ZK2), make DELTECHNIK, model DK185.380.4.118 (ZK1) and
              (ZK2).

       -      02 Condensers, make LINDE, models 3-3216 (main condenser) and
              E-3217 (air condenser) with identification numbers 533021 and
              533026, respectively.

       -      Liquefaction Columns, make LINDE; models T-3211 (liquefaction
              column-high) and T-.3212 (liquefaction column-low), with
              identification numbers 533028 and 533027, respectively.

       -      Liquid oxygen tank, 200 MT capacity, Series No. 11-09670.

       -      Oxygen vaporizer, make LINDE, model E-7116, with identification
              number 552320.

       -      02 Cooling towers, make SULZER EBCHERWYSS GMH, model E-8421 A/B,
              type EWK 1800/09 with Series No. 8112 and No. 142.

2.     REAL PROPERTY:

       Lot named "F-1 Oxygen Plant No. 2", an integrating part of the Smelter
Sector, located on the right margin of the main access road to the La Oroya
Smelter, in the District of La Oroya, Province of Yauli, Department of Junin;
a real property that has an area of 1,421.35 m2, whose boundaries and
perimetrical measurements are registered on Entry 1-B of Filing Card No.
002180 of the Registry of Real Property of the Tarma Registry Office.

       This(these) good(s) shall be acquired directly from our company.

       Sincerely yours,

       Signed:  DOE RUN PERU S. R. L. - p.p  kENNETH RICHARD BUCKLEY

       This insert is authorized by Doctor Jennifer Houghton Van Hemelrick with
       Lima Bar Association Registration No. 25894.

INSERT NO. 2

EXHIBIT B

LIST AND DESCRIPTION OF THE GOOD(S) OBJECT OF THE FINANCIAL LEASING AND SPECIAL
PROVISIONS:

OPERATION REGISTERED UNDER NUMBER:

I.     References regarding the good(s):

Movable property:

       -      Air Filters, 48 cartridge units manufactured in synthetic
              material, make VILEDON, MODEL MF 85/95 G35K (US$300,800.00 +VAT).

<PAGE>

       -      Turbocompressor, make DEMAG, 43,000 Nm3/hour capacity, Series No.
              8567 (US$2,683,600.00 + VAT).

       -      Electric motor, make SIEMENS, 5,000 KW  (6705HP) power, with
              direct starting, Series No. D9041105101 (US$748,100.00 + VAT).

       -      Air washer, Series No. 7324, make LINDE (US$211,400.00 +VAT).

       -      Molecular screens, 43,000 Nm3/hour capacity, 2 units with Series
              No. 9898 and 9899, make BERTSH (US$1,626,400.00 + VAT).

       -      Turbocharger, make ATLAS COPCO, 7,800 Nm3/hour capacity with 7.9
              bar pressure, Series No.15-2872 (US$894,500.00 + VAT)..

       -      Expansion turbine, make ATLAS COPCO, 7,700 Nm3/hour capacity,
              Series No. 15-2872 (US$569,200.00 + VAT).

       -      Heat exchangers, 2 units, Series No. 106/1195/90(ZK1) and No.
              106/1196/90(ZK2), make DELTECHNIK, model DK185.380.4.118 (ZK1) and
              (ZK2) (US$487,900.00 + VAT).

       -      02 Condensers, make LINDE, models 3-3216 (main condenser) and
              E-3217 (air condenser) with identification numbers 533021 and
              533026, respectively (US$2,195,600.00 + VAT).

       -      Liquefaction Columns, make LINDE; models T-3211 (liquefaction
              column-high) and T-.3212 (liquefaction column-low), with
              identification numbers 533028 and 533027, respectively
              (US$2,846,200.00 + VAT).

       -      Liquid oxygen tank, 200 MT capacity, Series No. 11-09670
              (US$683,000.00 + VAT).

       -      Oxygen vaporizer, make LINDE, model E-7116, with identification
              number 552320 (US$1,870,400.00 + VAT).

       -      02 Cooling towers, make SULZER EBCHERWYSS GMH, model E-8421 A/B,
              type EWK 1800/09 with Series No. 8112 and No. 142
              (US$650,600.00 + VAT).

TOTAL:  US$18,605,886.00 (EIGHTEEN MILLION SIX HUNDRED FIVE THOUSAND EIGHT
HUNDRED EIGHTY-SIX AND 00/100 US DOLLARS).

This amount includes the Value Added Tax.

REAL PROPERTY:

Lot named "F-1 Oxygen Plant No. 2", an itegral part of the Smelter Sector,
located on the right margin of the main access road to the La Oroya Smelter,
in the District of La Oroya, Province of Yauli, Department of Junin; a real
property that has an area of 1,421.35 m2, whose boundaries and perimetrical
measurements are registered on Entry 1-B of Filing Card No. 002180 of the
Registry of Real Property of the Tarma Registry Office.

TOTAL: US$1,394,114.00 (ONE MILLION THREE HUNDRED NINETY-FOUR THOUSAND ONE
HUNDRED FOURTEEN AND 00/100 US DOLLARS).

<PAGE>

TOTAL INVESTMENT:  US$20,000,000.00 (TWENTY MILLION AND 00/100 US DOLLARS).

II.    The supplier of the purchased goods is:  DOE RUN PERU S.R.L.

III.   The term of the contract is:  60 (SIXTY) MONTHS.

IV.    The terms of payment of the installments of the financial leasing are:

       MONTHLY.

V.     The method of payment of the financial leasing installments is:

       MATURED.

VI.    The purchase option will be: the equivalent to 1.00% of the total
       acquisition value of the goods matter of this contract, plus the Value
       Added Tax.

       The Purchase Option will be:  US$200,000.00 (TWO HUNDRED THOUSAND AND
       00/100 US DOLLARS) plus the Value Added Tax.

Signed: DOE RUN PERU S.R.L.- p.p. Kenneth Richard Buckley.-

Signed: CREDITO LEASING S.A. - p.p. Jose Luis Ferreyra Arce.- Juan Pablo Boza
        Rizo Patron.

Signed: BANCO DE CREDITO DEL PERU.- p.p. Sergio Bassino Bellacci.- Andres
        Alejandro Ferrand del Busto.

This insert is authorized by Doctor Jennifer Houghton Van Hemelrick with Bar
        Assocation Registration No. 25894.

<PAGE>

INSERT NO. 3

EXHIBIT C

PAYMENT SCHEDULE

<TABLE>
<CAPTION>
       Installment              VAT                                Total
<S>    <C>                  <C>                                <C>
1      379,190.95           68,254,37                          447,445.32

2      379,190.95           68,254,37                          447,445.32

3      379,190.95           68,254,37                          447,445.32

4      379,190.95           68,254,37                          447,445.32

5      379,190.95           68,254,37                          447,445.32

6      379,190.95           68,254,37                          447,445.32

7      379,190.95           68,254,37                          447,445.32

8      379,190.95           68,254,37                          447,445.32

9      379,190.95           68,254,37                          447,445.32

10     379,190.95           68,254,37                          447,445.32

11     379,190.95           68,254,37                          447,445.32

12     379,190.95           68,254,37                          447,445.32

13     379,190.95           68,254,37                          447,445.32

14     379,190.95           68,254,37                          447,445.32

15     379,190.95           68,254,37                          447,445.32

16     379,190.95           68,254,37                          447,445.32

17     379,190.95           68,254,37                          447,445.32

18     379,190.95           68,254,37                          447,445.32

19     379,190.95           68,254,37                          447,445.32

20     379,190.95           68,254,37                          447,445.32

21     379,190.95           68,254,37                          447,445.32

22     379,190.95           68,254,37                          447,445.32

23     379,190.95           68,254,37                          447,445.32

24     379,190.95           68,254,37                          447,445.32

25     379,190.95           68,254,37                          447,445.32

26     379,190.95           68,254,37                          447,445.32

27     379,190.95           68,254,37                          447,445.32

28     379,190.95           68,254,37                          447,445.32

29     379,190.95           68,254,37                          447,445.32

30     379,190.95           68,254,37                          447,445.32

31     379,190.95           68,254,37                          447,445.32
</TABLE>

<PAGE>

<TABLE>
<S>    <C>                  <C>                                <C>
32     379,190.95           68,254,37                          447,445.32

33     379,190.95           68,254,37                          447,445.32

34     379,190.95           68,254,37                          447,445.32

35     379,190.95           68,254,37                          447,445.32

36     379,190.95           68,254,37                          447,445.32

37     379,190.95           68,254,37                          447,445.32

38     379,190.95           68,254,37                          447,445.32

39     379,190.95           68,254,37                          447,445.32

40     379,190.95           68,254,37                          447,445.32

41     379,190.95           68,254,37                          447,445.32

42     379,190.95           68,254,37                          447,445.32

43     379,190.95           68,254,37                          447,445.32

44     379,190.95           68,254,37                          447,445.32

45     379,190.95           68,254,37                          447,445.32

46     379,190.95           68,254,37                          447,445.32

47     379,190.95           68,254,37                          447,445.32

48     379,190.95           68,254,37                          447,445.32

49     379,190.95           68,254,37                          447,445.32

50     379,190.95           68,254,37                          447,445.32

51     379,190.95           68,254,37                          447,445.32

52     379,190.95           68,254,37                          447,445.32

53     379,190.95           68,254,37                          447,445.32

54     379,190.95           68,254,37                          447,445.32

55     379,190.95           68,254,37                          447,445.32

56     379,190.95           68,254,37                          447,445.32

57     379,190.95           68,254,37                          447,445.32

58     379,190.95           68,254,37                          447,445.32

59     379,190.95           68,254,37                          447,445.32

60     379,190.95           68,254,37                          447,445.32

oc     200,000.00           36,000.00                          236,000.00
</TABLE>

<PAGE>

Signed:  DOE RUN PERU S. R. L.- p.p. Kenneth Richard Buckely.
Signed: CREDITO LEASING S.A.- p.p. Jose Luis Ferreyra Arce.- Juan Pablo Boza
Rizo Patron.
Signed:  BANCO DE CREDITO DEL PERU.- p.p. Sergio Bassino Bellacci.- Andres
Alejandro Ferrand del Busto.
This Exhibit is authorized by Doctor Jennifer Houghton Von Hemelrick with Bar
Association

Registration No. 25894.

INSERT NO. 4

CERTIFIED COPY OF THE EXTRAORDINARY GENERAL PARTNERS MEETING DATED
JANUARY 4, 1999.-

Ricardo Ortiz de Zevallos Villaran.- Lawyer-Notary Public of Lima.- HEREBY
CERTIFY: that I have in sight the book titled Minutes No. 2 of DOE RUN PERU
S. R. L., legalized before the Notary Public Dr. Anibal Corvetto Romero, on
December 9, 1998, being registered on the chronological book under Number
10223-98 (ten thousand two hundred twenty three - ninety-eight); and I have
verified that from pages 3 to 6 inclusive, appear the Minutes of the
Extraordinary General Partners Meeting dated January 4, 1999; whose pertinent
part follows:

EXTRAORDINARY GENERAL PARTNERS MEETING DATED JANUARY 4, 1999

       On January 4, at 12 noon, the following partners met together in the
Company's offices, located at Av. Victor Andres Belaunde No. 147, Via
Principal 155, 9th Floor, Camino Real Business Center, Torre Real 3, San
Isidro, Lima, chaired by Victor Raul Eyzaguirre Parra, with Mr. Anthony Wayne
Worcester acting as Secretary:

       At the request made by the Chairman, the Secretary read the text of
the Summoning Notice to the members present, sent on December 21, 1998,
ordering that the documents with the stamp, signature and time evidencing
their receipt be adhered to the beginning of these Minutes.

       LIST OF ATTENDANTS:

       -"Doe Run Peru S.R.L., domiciled at Av. Victor Andres Belaunde No. 147,
       Via Principal 155, 9th Floor, Camino Real Business Center, Torre Real
       Tres, San Isidro, represented by Victor Raul Eyzaguirre Parra, according
       to the power of attorney inscribed in the Company's records, owner of
       648,628,009 participations; and

       -Ruth Anabeli Gonzalez Velapatino representing Julio Enrique Guadalupe
       Bascones, domiciled at Av. Ramon Ribeyro No. 421, Apartment 2, San
       Antonio, Miraflores, owner of 11 participations, as per power of attorney
       duly inscribed in the Company's records.

       -Teresa Saenz Picasso, domiciled at Octavio Espinoza 410, San isidro,
       owner of 6,540 participations.

       -Floren Eddy Ramos Aparicio, domiciled at Av. Morro Solar 2204, Surco,
       owner of 2,351 participations.

       -Alfredo Arturo Basualdo Ricaldi, Calle 2 de Mayo 141, La Oroya, owner of
       1,307 participations.

<PAGE>

       -Margarita Delicia Mondragon Hernandez, Jiron Chinchaysuyo 119, Maranga,
       San Miguel, owner of 2,618 participations.

       QUORUM               648,640,836 PARTICIPATIONS


       Having been the meeting duly called and having complied with the
quorum established in Article Seven of the Bylaws, the Chairman declared it
duly installed.

   The Chairman indicated that as the participants were aware, and as it was
indicated in the summoning notice, the subjects on the agenda were as follows:

-  Approval of the Sale and Leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

-  Granting of special powers.


1. APPROVAL OF THE SALE AND LEASEBACK OPERATION WITH BANCO DE CREDITO DEL
PERU AND CREDITO LEASING S.A.

   The Chairman stated that due to the need of working capital to increase
   the operations of the Company, coordinations had been made with Banco de
   Credito del Peru and Credito Leasing S.A., to obtain new financing under
   the modality of sale and leaseback.  To this end, a proposal was made so
   that the Oxygen Plant of the La Oroya Smelter, would be the object of
   said operation.

          The Chairmain submitted to the consideration of the partners, the
   approval of a sale and leaseback for up to US$20,000,000.00 for a term of
   five years with Banco de Credito del Peru and Credito Leasing S.A., on
   the Oxygen Plant located in the Smelter Sector, in La Oroya, of which the
   Company is the owner.

          After listening to the Chairman's proposal, the Board unanimously
   agreed to approve it under the terms and conditions stated by the Chairman.

2. GRANTING OF SPECIAL POWERS.

2.1   Special powers for the signing of the documents related to the Sale and
      Leaseback Operation.

<PAGE>

       The Chairman proposed the granting of special powers to different
       executives to sign the documents pertinent to the operation that had been
       approved.

       After a brief exchange of ideas, the Board unanimously agreed to grant a
       special power of attorney to the following: Mr. Kenneth Richard Buckley,
       a US citizen, with Immigrant's Identity Card No. N-97767, Mr. Anthony
       Wayne Worcester, a US citizen, identified by Immigrant's Identity Card
       No. N-97937; Mr. Kenneth Ernest Hecker Jr., a US citizen identified by
       Immigrant's Identity Card No. N-99670; and, Mr. Marvin K. Kaiser, a US
       citizen, identified by US Passport No. 152075471; all of them domiciled
       at Av. Victor Andres Belaunde No. 147, Camino Real Business Center, Torre
       Real Tres, 9th Floor, San Isidro, so that on behalf and in representation
       of the Company, they may individually or jointly, sign contracts, writs,
       public deeds and other documents required to formalize the sale and
       leaseback operation approved hereinbefore, and also to carry out the
       corresponding proceedings for its registration with the Public
       Registries.

-------------------------------------------------------------------------------

       There being no other matter to deal with and it being 1 p.m., the meeting
       was adjourned, after drafting, reading and approval of the Minutes, which
       same were signed by all those present in sign of agreement therewith and
       without observations.

INSERT:  VOUCHERA stamp: Evidencing receipt

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

Mr. JULIO GUADALUPE BASCONES.- Victor Andres Belaunde.- San Isidro.-

DEAR SIR:

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer
Registration No. 37630381, in keeping with the Bylaws and the General
Business Corporations Law calls a General Partners Meeting, to be held on
January 4, 1999, at noon, in the Company's office located at Victor Andres
Belaunde No. 147, Camino Real Business Center, Torre Real 3, 9th Floor,
District of San Isidro, in order to deal with the matters included in the
following agenda:

<PAGE>

-  Approval of the sale and leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.

A stamp: Evidencing receipt

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

Mr. BASILIO MELGAREJO MALPARTIDA.- MARCAVALLE BLOCK 13, APARTMENT 301.- LA OROYA

DEAR SIR:

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer
Registration No. 37630381, in keeping with the Bylaws and the General
Business Corporations Law calls a General Partners Meeting, to be held on
January 4, 1999, at noon, in the Company's office located at Victor Andres
Belaunde No. 147, Camino Real Business Center, Torre Real 3, 9th Floor,
District of San Isidro, in order to deal with the matters included in the
following agenda:

-  Approval of the sale and leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.

INSERT: VOUCHER

A stamp: Evidencing receipt

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

<PAGE>

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

MISS ROCIO EVA SIFUENTES AYVAR.- CALLE PIURA 122, SANTA PATRICIA.- LA MOLINA

DEAR MADAM:

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer
Registration No. 37630381, in keeping with the Bylaws and the General
Business Corporations Law calls a General Partners Meeting, to be held on
January 4, 1999, at noon, in the Company's office located at Victor Andres
Belaunde No. 147, Camino Real Business Center, Torre Real 3, 9th Floor,
District of San Isidro, in order to deal with the matters included in the
following agenda:

-  Approval of the sale and leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

Sincerely yours,


An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.

INSERT:  VOUCHER

A stamp: Evidencing receipt

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

Mr. JACINTO CANALES, Av. Peru 4106.- San Martin de Porres.

DEAR SIR:

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer
Registration No. 37630381, in keeping with the Bylaws and the General
Business Corporations Law calls a General Partners Meeting, to be held on
January 4, 1999, at noon, in the Company's office located at Victor Andres
Belaunde No. 147, Camino Real Business Center, Torre Real 3, 9th Floor,
District of San Isidro, in order to deal with the matters included in the
following agenda:

<PAGE>

-  Approval of the sale and leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.

INSERT:  VOUCHER

A stamp: Evidencing receipt

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

MISS DANITZA ROCIO YUPARI CAPCHA.- CALLE LEON 180, URB. MAYORAZGO, PRIMERA
ETAPA, ATE VITARTE..-

DEAR MADAM:

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer
Registration No. 37630381, in keeping with the Bylaws and the General
Business Corporations Law calls a General Partners Meeting, to be held on
January 4, 1999, at noon, in the Company's office located at Victor Andres
Belaunde No. 147, Camino Real Business Center, Torre Real 3, 9th Floor,
District of San Isidro, in order to deal with the matters included in the
following agenda:

-  Approval of the sale and leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.

INSERT:  VOUCHER

A stamp: Evidencing receipt

<PAGE>

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

Mr. ALFREDO ARTURO BASUALDO RICALDI.- CALLE DOS DE MAYO 141, OROYA ANTIGUA.-

DEAR SIR:

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer
Registration No. 37630381, in keeping with the Bylaws and the General
Business Corporations Law calls a General Partners Meeting, to be held on
January 4, 1999, at noon, in the Company's office located at Victor Andres
Belaunde No. 147, Camino Real Business Center, Torre Real 3, 9th Floor,
District of San Isidro, in order to deal with the matters included in the
following agenda:

-  Approval of the sale and leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.

INSERT:  VOUCHER

A stamp: Evidencing receipt

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

Mr. Floren -Eddy Ramos Aparicio.- Av. Morro Solar 2204, Surco, Lima 33..-

DEAR SIR:

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer
Registration No. 37630381, in keeping with the Bylaws and the General
Business Corporations Law calls a General Partners Meeting, to be held on
January 4, 1999, at noon, in the Company's office located at Victor

<PAGE>

Andres Belaunde No. 147, Camino Real Business Center, Torre Real 3, 9th
Floor, District of San Isidro, in order to deal with the matters included in
the following agenda:

-  Approval of the sale and leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.

INSERT: VOUCHER

A stamp: Evidencing receipt

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

Miss Teresa Saenz Picasso.- Octavio Espinoza 410, San Isidro.-

DEAR MADAM:

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer
Registration No. 37630381, in keeping with the Bylaws and the General
Business Corporations Law calls a General Partners Meeting, to be held on
January 4, 1999, at noon, in the Company's office located at Victor Andres
Belaunde No. 147, Camino Real Business Center, Torre Real 3, 9th Floor,
District of San Isidro, in order to deal with the matters included in the
following agenda:

-  Approval of the sale and leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.

INSERT:  VOUCHER

A stamp: Evidencing receipt

<PAGE>

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

Miss Margarita Delicia Mondragon Hernandez.- Jr. Chinchaysuyo 119, Maranga,
Cuarta Etapa, San Miguel.-

DEAR MADAM:

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer
Registration No. 37630381, in keeping with the Bylaws and the General
Business Corporations Law calls a General Partners Meeting, to be held on
January 4, 1999, at noon, in the Company's office located at Victor Andres
Belaunde No. 147, Camino Real Business Center, Torre Real 3, 9th Floor,
District of San Isidro, in order to deal with the matters included in the
following agenda:

-  Approval of the sale and leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.

INSERT:  VOUCHER

A stamp: Evidencing receipt

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.

Telephone:  (511) 215-1200.

KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.

A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-

RECEIVED.-

San Isidro, December 21, 1998.-

Messrs. DOE RUN MINING S. R. L. - AV. VICTOR ANDRES BELAUNDE 124, TORRE REAL 3,
9TH FLOOR, SAN ISIDRO.-

DEAR SIRS:

<PAGE>

The General Manager of DOE RUN PERU S.R.L., with Single Taxpayer
Registration No. 37630381, in keeping with the Bylaws and the General
Business Corporations Law calls a General Partners Meeting, to be held on
January 4, 1999, at noon, in the Company's office located at Victor Andres
Belaunde No. 147, Camino Real Business Center, Torre Real 3, 9th Floor,
District of San Isidro, in order to deal with the matters included in the
following agenda:

-  Approval of the sale and leaseback operation with Banco de Credito del
   Peru and Credito Leasing S.A.

-  Granting of Special Powers.

We thank you in advance for your kind attendance and we remain,

Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.

This is what appears in the original minutes and inserts referred to herein.

Signed:  Ricardo Ortiz de Zevallos Villaran, Lawyer, Notary Public of Lima.

A Notarial Stamp follows:

CONCLUSION:

After previously reading the writ and the transcribed inserts I have found
all them to be in order and I have instructed the parties appearing before me
of their content and they have ratified their purpose by signing the deed.
The signing process was concluded pursuant to the provisions set forth in
Article 59 (fifty-nine) of the Law of Notary Publics, on January 21, 1999 and
I hereby leave evidence that the Series No. of the page where this instrument
begins is 4639451 and it concludes in the page with the series No. 4639500:
and I hereby attest to all of the aforesaid.

Signatures:

Kenneth Richard Buckley

Jose Luis Ferreyra Arce

Juan Pablo Boza Rizo Patron

Sergio Bassino Bellacci

Andres Alejandro Ferrand del Busto

Dr. Ricardo Ortiz de Zevallos Villaran

Lawyer-Notary Public of Lima

THIS IS A PHOTOCOPY OF THE PUBLIC DEED INSCRIBED IN MY REGISTER AND AT THE
REQUEST OF AN INTERESTED PARTY I ISSUE THIS TESTIMONY IN KEEPING WITH THE
LAW, WHICH I SIGN AND STAMP IN LIMA, ON JANUARY 29, 1999.

<PAGE>

Andres Belaunde No. 147, Camino Real Business Center, Torre Real 3, 9th Floor,
District of San Isidro, in order to deal with the matters included in the
following agenda:
-    Approval of the sale and leaseback operation with Banco de Credito del Peru
     and Credito Leasing S.A.
-    Granting of Special Powers.
We thank you in advance for your kind attendance and we remain,
Sincerely yours,

An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.
INSERT: VOUCHER
A stamp: Evidencing receipt
DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.
Telephone:  (511) 215-1200.
KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.
A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-
RECEIVED.-
San Isidro, December 21, 1998.-
Miss Teresa Saenz Picasso.- Octavio Espinoza 410, San Isidro.-
DEAR MADAM:
`The General Manager of DOE RUN PERU S.R.L. , with Single Taxpayer Registration
No. 37630381, in keeping with the Bylaws and the General Business Corporations
Law calls a General Partners Meeting, to be held on January 4, 1999, at noon, in
the Company's office located at Victor Andres Belaunde No. 147, Camino Real
Business Center, Torre Real 3, 9th Floor, District of San Isidro, in order to
deal with the matters included in the following agenda:
-    Approval of the sale and leaseback operation with Banco de Credito del Peru
     and Credito Leasing S.A.
-    Granting of Special Powers.
We thank you in advance for your kind attendance and we remain,
Sincerely yours,
An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.
INSERT:  VOUCHER
A stamp: Evidencing receipt

<PAGE>

DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.
Telephone:  (511) 215-1200.
KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.
A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-
RECEIVED.-
San Isidro, December 21, 1998.-
Miss Margarita Delicia Mondragon Hernandez.- Jr. Chinchaysuyo 119, Maranga,
Cuarta Etapa, San Miguel.-
DEAR MADAM:
The General Manager of DOE RUN PERU S.R.L. , with Single Taxpayer Registration
No. 37630381, in keeping with the Bylaws and the General Business Corporations
Law calls a General Partners Meeting, to be held on January 4, 1999, at noon, in
the Company's office located at Victor Andres Belaunde No. 147, Camino Real
Business Center, Torre Real 3, 9th Floor, District of San Isidro, in order to
deal with the matters included in the following agenda:
-    Approval of the sale and leaseback operation with Banco de Credito del Peru
     and Credito Leasing S.A.
-    Granting of Special Powers.
We thank you in advance for your kind attendance and we remain,
Sincerely yours,
An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.
INSERT:  VOUCHER
A stamp: Evidencing receipt
DOE RUN PERU.- Victor Andres Belaunde 147, Camino Real Business Center, Torre
Tres, 9th Floor, San Isidro.
Telephone:  (511) 215-1200.
KENETH R. BUCKLEY.- PRESIDENT & GENERAL MANAGER.- Telephone (511) 215-1200.
A stamp: ESTUDIO FERRERO.- ABOGADOS.- December 24, 1998.-
RECEIVED.-
San Isidro, December 21, 1998.-
Messrs. DOE RUN MINING S. R. L. - AV. VICTOR ANDRES BELAUNDE 124, TORRE REAL 3,
9TH FLOOR, SAN ISIDRO.-
DEAR SIRS:

<PAGE>

The General Manager of DOE RUN PERU S.R.L. , with Single Taxpayer Registration
No. 37630381, in keeping with the Bylaws and the General Business Corporations
Law calls a General Partners Meeting, to be held on January 4, 1999, at noon, in
the Company's office located at Victor Andres Belaunde No. 147, Camino Real
Business Center, Torre Real 3, 9th Floor, District of San Isidro, in order to
deal with the matters included in the following agenda:
-    Approval of the sale and leaseback operation with Banco de Credito del Peru
     and Credito Leasing S.A.
-    Granting of Special Powers.
We thank you in advance for your kind attendance and we remain,
Sincerely yours,
An illegible signature.- Kenneth Richard Buckley.- General Manager, Signed:
Illegible signatures.- Date:  December 24, 1998.
This is what appears in the original minutes and inserts referred to herein.
Signed:  Ricardo Ortiz de Zevallos Villaran, Lawyer, Notary Public of Lima.
A Notarial Stamp follows:

CONCLUSION:
After previously reading the writ and the transcribed inserts I have found all
them to be in order and I have instructed the parties appearing before me of
their content and they have ratified their purpose by signing the deed.  The
signing process was concluded pursuant to the provisions set forth in Article 59
(fifty-nine) of the Law of Notary Publics, on January 21, 1999 and I hereby
leave evidence that the Series No. of the page where this instrument begins is
4639451 and it concludes in the page with the series No. 4639500: and I hereby
attest to all of the aforesaid.
Signatures:
Kenneth Richard Buckley
Jose Luis Ferreyra Arce
Juan Pablo Boza Rizo Patron
Sergio Bassino Bellacci
Andres Alejandro Ferrand del Busto
Dr. Ricardo Ortiz de Zevallos Villaran
Lawyer-Notary Public of Lima

THIS IS A PHOTOCOPY OF THE PUBLIC DEED INSCRIBED IN MY REGISTER AND AT THE
REQUEST OF AN INTERESTED PARTY I ISSUE THIS TESTIMONY IN KEEPING WITH THE LAW,
WHICH I SIGN AND STAMP IN LIMA, ON JANUARY 29, 1999.