TECHNOLOGY SUB-LICENSE AGREEMENT

THIS AGREEMENT is made this 18th day of March, 1999

BETWEEN:

Geneva Resources, Inc., a Nevada corporation having an office at 219 Broadway,
Suite 505 Laguna Beach, CA 92651 (hereinafter "GENEVA");

and

Vega-Atlantic Corporation, a Colorado corporation having an office at 5000 Birch
Street, Suite 3000 West Tower, Newport Beach, CA 92660 (hereinafter
"Sub-Licensee" or "VGAA");



1.   DEFINITIONS

"AURIC"             a limited liability company duly organized in accordance
                    with the laws of Utah, USA with its principal place of
                    business being located at 3260 West Directors Row, Salt Lake
                    City, Utah 84104;

"GENEVA"            a corporation duly incorporated in accordance with the laws
                    of Nevada, USA, with its principal place of business being
                    located at 219 Broadway, Suite 505 Laguna Beach, CA 92651;

"Sub-Licensee"
or "VGAA"           Vega-Atlantic Corporation, a corporation duly incorporated
                    in accordance with the laws of Colorado, USA, with its
                    principal place of business being located at 5000 Birch
                    Street, Suite 4000 West Tower, Newport Beach, CA 92660

"Technology"        that technology licensed by GENEVA and developed by AURIC
                    which is used in the design, and operation of Precious
                    Metals Recovery Process and Assay Process with all
                    developments, modifications and improvements to it from time
                    to time;

"Know-How"          all AURlC's proprietary information, both technical and
                    otherwise, including all its know-how and specifications,
                    drawings, plans and designs, and documentation which in any
                    way relates to the design, manufacture and operation of the
                    Precious Metal's Recovery Process and Assay Process and
                    which it may possess at the Effective Date, or later acquire
                    licensed by GENEVA;

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"Precious Metals
Recovery Process"   the precious metals recovery process invented and developed
                    by AURIC and licensed by GENEVA, and which may be applied,
                    using the Technology and the Know-how in the commercial
                    recovery of precious metals in the Territory;

"Assay Process"     the fire assay process invented and developed by AURIC and
                    licensed by GENEVA, and which may be applied, using the
                    Technology and the Know- how in the determination of
                    precious metals content in the mineralized rock in the
                    Territory;

"Services"          Those services provided by AURIC to VGAA as a Sub-Licensee
                    of GENEVA that are additional to the Technology and Know-how
                    relating to the Precious Metals Recovery Process and Assay
                    Process in this agreement, such as repetitive assay work,
                    site or Sub-Licensee specific recovery modifications, or
                    further contracted work beyond the scope of this agreement.

"Territory"         the geographical acres of unpatented lode mining claims
                    possessed or obtained through joint venture or assignment by
                    VGAA in Lincoln, Camus, and Gooding counties in the State of
                    Idaho in the United States of America;

"Effective Date"    the date on which the parties finally sign this Agreement
                    and all named attachments;

"Agreement
this Agreement"     the agreement recorded in this document.


2.   RECORDIAL:

2.1  AURIC shall develop and refine the Precious Metals Recovery Process and
     Assay Process by applying the Technology and the Know-how to the design of
     assay and metallurgical recovery systems relating to mineralized areas
     located in Lincoln, Camus, and Gooding counties in the State of Idaho.

2.2  GENEVA has acquired the sole and exclusive license to use items referred to
     in subsection 2.1 of this Agreement in all locations in Camas, Gooding,
     Blame, and Lincoln Counties in the State of Idaho, and the right to
     sub-license the Precious Metals Recovery Process and Assay Process and
     relating

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     Technology in Camas, Gooding, Blame, and Lincoln Counties in the State of
     Idaho.

2.3  VGAA wishes to:

     2.3.1 acquire a sub-license to utilize the Precious Metals Recovery Process
     and Assay Process and relating Technology and Know-how from GENEVA;

     2.3.2 acquire a non-exclusive sub-license to use it in the Territory;

2.4  GENEVA is prepared to grant VGAA a non-exclusive sub-license to use the
     Precious Metals Recovery Process and Assay Process and relating Technology
     in the Territory.

2.5  VGAA agrees to maintain strict technology usage guidelines and protocols
     outlined by the Sub-License Agreement and issued by AURIC or GENEVA from
     time to time pursuant to this Agreement to ensure proper application and
     following of standards set for the Precious Metals Recovery Process and
     Assay Process and technology developed according to directives and
     documentation provided.

2.6  VGAA does not obtain the right to sub-license the Precious Metals Recovery
     Process and Assay Process and relating Technology and Know-how in the
     Territory or any other location.

2.7  The parties now wish to record their agreement in the above regards, as is
     set out below.


3.   GRANT OF SUB-LICENCE

3.1  In consideration for the payment of 1,500,000 common voting restricted
     shares in the capital of Vega-Atlantic Corporation to be issued in
     denominations of 500,000 shares to GENEVA and 1,000,000 shares to AURIC or
     its designate, plus Promissory Notes payable to AURIC and GENEVA in the
     amount of $250,000 each, copies of which are attached, and

     All shares of Vega-Atlantic Corporation pursuant to this agreement are to
     be issued at the Effective Date of this Agreement. The Promissory Note will
     be due and payable at the date that the Technology and Know-how are to be
     transferred from GENEVA to VGAA, after the date that the development and
     refinement of the Precious Metal $ Recovery Process and Assay Process
     according to BLACKHAWK ORE EXTRACTION PROCEDURES DEVELOPMENT (Level 2), and

     Further, other good and valuable consideration the receipt and adequacy of
     which is hereby acknowledged, and the mutual covenants and conditions set
     out in this Agreement, GENEVA hereby grants VGAA the:

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3.2  non-exclusive sub-license to use the Precious Metals Recovery Process and
     Assay Process in the Territory.


4.   TERM I TERMINATION

4.1  This Agreement shall commence on the Effective Date and subject to earlier
     termination in accordance with any of its provisions, shall continue for an
     initial fixed period of forty (40) years. Thereafter, it shall remain in
     effect as long as VGAA continues to operate under the sub-licenses granted
     to it in section 3 by actively engaging in the use of the Precious Metals
     Recovery Process and, or Assay Process in the Territory.

4.2  Should either party believe the other has engaged in a material breach of
     this Agreement, it may notify the other party accordingly in writing,
     setting out this nature and extent of the breach. The party asserted to be
     in breach shall then have a period of ninety (90) days after receiving a
     notification of breach to cure the breach. Should the party asserted to be
     in breach fail to cure the breach within the ninety (90) day period, the
     other party shall, subject to the provisions of sub-section 4.3, have the
     right to terminated this Agreement forthwith.

4.3  Should the party asserted to be in breach in terms of sub-section 4.2 be
     VGAA, and should VGAA fail to cure any asserted breach timeously, GENEVA
     shall not be entitled to cancel this agreement without first giving any
     third party to whom VGAA may be involved with due to joint venture or
     assignment pursuant to this Agreement an opportunity to cure the breach
     concerned within a further period of thirty (30) days. Should any such
     third party elect to cure the breach. VGAA shall then be deemed to have
     agreed to assign its rights under this Agreement to such third party should
     such third party wish to accept such assignment, and GENEVA shall be deemed
     to have consented to such assignment and to have accepted such third party
     as a party to this Agreement in place of VGAA.

4.4  The termination of this Agreement shall not affect any in process activity
     or orders which may have been placed with VGAA to process materials using
     the Precious Metals Recovery Process and, or, Assay Process, and which may
     be outstanding as at such termination date. VGAA shall be entitled to
     complete these orders using the Precious Metals Recovery Process and Assay
     Process.

4.5  Upon termination of the Agreement, or upon a deemed assignment of VGAA's
     rights under this Agreement to a third party, VGAA shall, save to the
     extent necessary to give effect to the provisions of sub-section 4.4,
     return to GENEVA all documents, drawings, materials, specifications and the
     like in any way concerned with the Technology, the Precious Metals Recovery
     Process and Assay Process and the Know-how which may then be in its
     possession or under its control.

4.6  Upon termination of this Agreement, or upon a deemed assignment of VGAA's
     rights under this Agreement to a third party, all rights and sub-licenses
     granted to VGAA shall cease, save to the extent necessary to give effect to
     the provisions of sub-section 4.4, but all VGAA's obligations to GENEVA or
     AURIC, including payment and confidentiality obligations, shall remain in
     force.

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5.   PROVISION OF KNOW HOW, AND TECHNICAL ASSISTANCE

5.1  Within sixty (60) days of the Effective Date, AURIC shall make the Know-how
     existing as at the Effective Date available to GENEVA on a confidential
     basis and for use solely in connection with the rights and sub-licenses
     granted by previous agreement. Should AURIC acquire any additional Know-how
     after the Effective Date, it shall make it available to GENEVA as soon as
     possible after receiving it. If the additional Know-how is applicable to
     the sub-license granted to VGAA, GENEVA shall make it available to VGAA as
     soon as possible thereafter.

     GENEVA or its designate shall also furnish VGAA, upon reasonable request,
     with its recommendations and advice to the operation of the Precious Metals
     Recovery Process and Assay Process and its application in the Precious
     Metals Recovery Process and Assay Process.

5.2  In fulfillment of its obligations set out in sub-section 5.1, GENEVA or its
     designate shall instruct a reasonable number of employees of VGAA or their
     designate according to sub-section 5.3 in the application and use of the
     Precious Metals Recovery Process and Assay Process. VGAA shall pay for the
     costs of such instruction, if any. Such instruction shall be given as many
     times as VGAA may reasonably require, at such times and for periods and at
     such locations as may be mutually agreed upon.

5.3  Custodian of Technology. Prior to the completion of all tasks in all phases
     in the development of the Precious Metals Recovery Process and Assay
     Process of this Agreement, all information developed by AURIC during each
     task in each phase including any and all detail relating to the Precious
     Metals Recovery Process and Assay Process shall be transferred in trust to
     Dames and Moore as subcontractor to AURIC for the purposes of retaining a
     detailed backup record of developed technologies by AURIC. The transfer of
     information from AURIC to Dames and Moore shall be complete in detail and
     all aspects of each task in each phase, and AURIC shall ensure that Dames
     and Moore fully understand all elements and aspects of any proprietary
     information, techniques, the Technology and the Know-how, and any other
     aspects required for complete understanding.

5.4  Any information made available by GENEVA to VGAA or the designate of VGAA
     in terms of this section 5 shall be maintained in confidence by VGAA in
     accordance with the provisions of the non-disclosure agreement to be
     executed by the parties in the form of the draft attached as "Exhibit A"
     simultaneously with their signature of this agreement and as a condition
     precedent to this Agreement.


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     In exercising its right to sub-license the use of the Precious Metals
     Recovery Process and Assay Process in the Territory, GENEVA shall be
     entitled to make all information furnished it in terms of this section 5
     available to any sub- licenses but provided that in doing so, it shall
     procure a written undertaking of confidentiality from such sub-licensee in
     the form of the draft attached as "A".


6.   IMPROVEMENTS

6.1  GENEVA or its designate undertakes to keep VGAA informed of all
     developments, modifications and/or improvements which it may develop or
     become possessed of during the currency of this Agreement, and which relate
     to the Technology, the Know-how and, or, the Precious Metals Recovery
     Process and Assay Process. Any such developments, modifications and/or
     improvements shall fall under the sub-licenses and rights granted in terms
     of this Agreement.

6.2  VGAA undertakes to notify GENEVA of any developments, modifications and/or
     improvements which it may make or discover during the currency of this
     Agreement with regard to the Technology, the Know-how and /or the Precious
     Metals Recovery Process and Assay Process. Any such development,
     modification and/or improvement shall be and remain VGAA's exclusive
     property and as a result, VGAA shall have the right to use any such
     development, modifications and/or improvement free of any royalty as its
     owner.

6.3  Should a joint invention be made by the employees of both VGAA and GENEVA
     or its designate, the invention and the rights to it and any patents on it
     shall be owned by GENEVA or its designate, but VGAA shall have an
     irrevocable, royalty-free and non-exclusive license to use the invention,
     including the right to sub-license in the Territory.


7.   INFRINGEMENT OF TECHNOLOGY

7.1  Each party undertakes to notify the other in writing as soon as possible
     after becoming aware of the occurrence thereof, of:

     7.1.1 any infringement or threatened infringement of, or challenge to the
     validity of any of the intellectual property rights sub-licensed or granted
     in terms of this Agreement;

     7.1.2 any alleged infringement, by reason of the use of the Technology, the
     Know-how and, or, the Precious Metals Recovery Process and Assay Process,
     or common law right or alleged common law right of any other person.

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7.2  Upon any such notice being given, GENEVA shall, at its own cost, take all
     such proceedings as are in law available to it to procure the termination
     of such infringement or challenge. Should GENEVA fail to do so within a
     period reasonable in the circumstances, or should AURIC and GENEVA
     mutually agree otherwise, VGAA shall be entitled to take appropriate steps,
     as its cost, to procure the termination of such infringement or challenge,
     and GENEVA agrees to assist VGAA in doing so to the best of its ability,
     including to make available to VGAA all relevant records, papers,
     information specimens and the like.


8.   WARRANTIES

8.1  GENEVA warrants to VGAA that as at the Effective Date:

     8.1.1 it is the owner of the rights to the Technology, the Know-how and the
     Precious Metals Recovery Process and Assay Process, that it has executed
     proper License agreements with AURIC and confidentiality agreements with
     its employees, agents and contractors and these rights and agreements are
     in good standing.

     8.1.2 the Technology and the Know-how are proprietary to it via license
     agreement, and it therefore has the right to grant the sub-licenses and
     rights set out in this Agreement to VGAA;

     8.1.3 it has not granted, nor will it during the currency of this Agreement
     grant to any other person, directly or indirectly, any right or option to
     use the Technology, the Know-how and/or the Precious Metals Recovery
     Process and Assay Process in the VGAA Territory.

     8.1.4 GENEVA hereby warrants to VGAA that there are currently no liens or
     encumbrances of any nature outstanding against, filed or perfected in
     respect of, or secured through the Technology or the Know-how, and GENEVA
     covenants to keep the Technology and the Know-how free from any such liens
     or encumbrances during the currency of this Agreement.


9.   REFERRAL OF ENQUIRIES

     GENEVA undertakes promptly to refer to VGAA any queries directed to it
     regarding the use of the Precious Metals Recovery Process and Assay Process
     in the Territory in the Metals Recovery Process.


10.  PURCHASE OF SERVICES ADDITIONAL TO THE PRECIOUS METALS RECOVERY PROCESS AND
     ASSAY PROCESS

     In order for VGAA to properly to exploit the sub-license and rights granted
     to it in terms of this Agreement, it requires Services in addition to the
     Precious Metals Recovery Process and Assay Process. VGAA hereby agrees to
     purchase its requirements pursuant to ongoing Services with regard to the
     Precious Metals Recovery Process and Assay Process from AURIC or per the
     designate of AURIC, which hereby agrees to supply them to VGAA, in
     accordance with and subject to the following provisions:

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10.1 The prices and terms quoted by AURIC to VGAA or any sub-Licensee heretofore
     for Services in addition to the Technology, Know-how, and the Precious
     Metals Recovery Process and Assay Process shall be negotiated specifically
     between AURIC and VGAA, or between AURIC and any sub- Licensee.

10.2 VGAA shall place all its orders for Services in addition to Precious Metals
     Recovery Process and Assay Process with AURIC in writing. Upon receiving
     any written order for Services in addition to Precious Metals Recovery
     Process and Assay Process, AURIC shall notify VGAA of the estimated time
     and cost that it will take to deliver the Services forming the subject
     matter of the order. In order to assist AURIC in fulfilling VGAA's orders
     for Services, VGAA shall, with effect from the Effective Date, give AURIC
     six-monthly forward estimates of its estimated Services requirements. VGAA
     shall not be liable to AURIC in damages or otherwise should any estimate be
     inaccurate;

10.3 AURIC undertakes to make every reasonable possible attempt to supply VGAA,
     with effect from the Effective Date, with such quantities of Services as
     VGAA may from time to time require and to have Services ordered by VGAA
     delivered to VGAA as expeditiously as possible; and

10.4 Save as may specifically be approved in writing by AURIC, VGAA shall not
     mortgage, pledge, charge, hypothecate or otherwise encumber the Precious
     Metals Recovery Process and Assay Process.

10.5 Sub-Licensees granted by GENEVA shall obtain competitive quotation for
     Services from AURIC or the designate of AURIC, and AURIC will be awarded
     contract for Services subject to AURIC providing competitive industry
     pricing for such Services, and subject to AURIC being able to provide the
     same quality, value, and timeliness of service. Sub-Licensees granted by
     GENEVA obtaining Services from competing providers or other companies will
     not be unreasonably withheld by AURIC.


11.  DOMICILIUM

     The parties hereby choose DOMICILIUM citandi et executandi for all purposes
     under this agreement at the addresses set out below, and either party may
     at any time change its DOMICILIUM to any other address (not being a post
     office box or poste restante) on not less than ten (10) days written notice
     to such effect to the other party;

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11.1 GENEVA
                       219 Broadway, Suite 505,
                       Laguna Beach, CA 92651

11.2 VGAA
                       5000 Birch Street, Suite 3000 West Tower,
                       Newport Beach, CA 92660


12.  NOTICES

     Any notice by or to either party or to AURIC in terms of this agreement
     shall be given in writing and shall be delivered by hand to a responsible
     person present at or sent by prepaid registered post or facsimile
     transmission to the DOMICILIUM chosen by the addressee in terms of this
     agreement and whereupon it shall be deemed to have been received when so
     delivered or four (4) days after being so sent.


13.  NO VARIATION

     No variation of, or addition or agreed cancellation to this Agreement shall
     be of any force or effect unless it is reduced to writing and signed by or
     on behalf of the parties.


14.  GENERAL

14.1 This Agreement, including any attachments, constitutes the entire agreement
     between the parties with respect to its subject matter. No agreements,
     guarantees or representations, whether verbal or in writing, have been
     concluded, issued or made, upon which either party is relying in concluding
     this Agreement, save to the extent set out in this Agreement.

14.2 The headings appearing in this Agreement have been used for reference
     purposes only and shall not affect its interpretation.

14.3 No indulgence, leniency or extension of time which a party (the "Grantor")
     may grant or show to the other, will in any way prejudice the Grantor or
     preclude the Grantor from exercising any of its rights in the future.

14.4 Each party shall pay all taxes (including sales and value-added taxes)
     imposed on it by the Government of any jurisdiction in which such party is
     doing business in respect of the sub-licenses or rights granted under this
     Agreement.

14.5 If any provision of this Agreement is held to be illegal or unenforceable
     for any reason, such provision shall be deemed severable from the remaining

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     provisions of this Agreement and shall in no way effect or impair the
     validity or enforceability of the remaining provisions of this Agreement.
     If any provision of this Agreement conflicts with any other provision of
     any other agreement between the parties, including any confidentiality
     agreement, the provisions of this Agreement shall prevail.

14.6 Nothing contained in this Agreement shall modify or effect the provisions
     of the principal License Agreement between GENEVA and AURIC. Should there
     be any conflict of any term or provision between such Agreements, the
     AURIC/GENEVA Agreement shall be given primary definition and control. AURIC
     shall remain a third party beneficiary of this Agreement.

14.7 The restricted common shares in the capital of Vega-Atlantic Corporation
     referred to in section 3.1 of this Agreement will be included in any share
     registration process undertaken by VGAA if and when any such registration
     shall occur, subject only to any regulatory authority.

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

14.9 This Agreement shall be binding upon or inure to the benefit of the heirs,
     assigns, or successors in interest of each party hereto.

14.10 Each person signing this Agreement represents that he has been fully and
     duly authorized to enter into this Agreement by the governing Board of each
     business entity.

14.11 This Agreement shall be given reasonable interpretation and applied so far
     as possible.


15.  GOVERNING LAW

     This Agreement and all matters arising hereunder shall be governed by, and
     construed in accordance with the Laws of the State of Nevada.


16.  ASSIGNMENT

     VGAA may transfer or assign this Agreement with the written consent of
     GENEVA and AURIC, which consent may not be arbitrarily withheld.

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SIGNED by GENEVA at Bellingham, WA on the 18th day of March, 1999 in the
presence of the undersigned witnesses:

AS WITNESSES:

1. /s/ Pamela Fislick

2. /s/ Stephanie Ebert


                                             /s/ Marcus Johnson
                                             ------------------
                                             per. Marcus Johnson, President



SIGNED by VGAA at Bellingham, WA on the 18th day of March, 1999 in the presence
of the undersigned witnesses:

AS WITNESSES:

1. /s/ Pamela Fislick

2. /s/ Stephanie Ebert



                                             /s/ Grant Atkins
                                             ----------------
                                             per: Grant Atkins, President