HEADS OF AGREEMENT

1.   Parties

     These Heads of Agreement  (sometimes  referred to as this  "Agreement") are
entered into on June 4, 2003 by:

          KWAGGA GOLD (PROPRIETARY)  LIMITED,  a corporation  existing under the
          laws of the  Republic  of South  Africa,  (hereinafter  referred to as
          "Kwagga"),

          and

          HAWK PRECIOUS MINERALS INC., a corporation  existing under the laws of
          Ontario (hereinafter referred to as "Hawk"),

          and

          AFRIORE INTERNATIONAL (BARBADOS) LIMITED, a corporation existing under
          the laws of Barbados (hereinafter referred to as "AfriOre").

2.   The Project

     Hawk wishes to earn an interest and rights in certain  lands located in the
Republic of South Africa,  currently  covering  approximately  107,000 hectares,
(the  "Property")  and the  right  to fund  and  participate  in all  operations
conducted on the Property for the purposes of exploring  for and, if  warranted,
exploiting  base  and/or  precious  metals  discovered  therein  (the  Property,
together with the foregoing right, collectively the "Project").

3.   Formal Agreement

     This document  constitutes the Heads of Agreement for definitive option and
shareholders  agreements  (collectively,  the "JVA") that the parties  intend to
negotiate  in good  faith.  It is  acknowledged  and  agreed  that it shall be a
condition  in favour  of  Kwagga  (which  may be  waived  by  Kwagga)  to Kwagga
commencing to incur  Expenditures  (as  hereinafter  defined) that the JVA shall
have been  executed by Kwagga,  AfriOre and Hawk.  Pending the  execution of the
JVA, these Heads of Agreement shall nevertheless continue in effect according to
its terms.

4.   Heads of Agreement Binding

     The parties hereto shall be legally bound by these Heads of Agreement,  and
these Heads of Agreement shall remain in effect until  terminated as hereinafter
provided or until superseded by the JVA signed by the parties.


<PAGE>

5.   Objective

     The  objective  of the parties is to explore the  Property  for deposits of
base and precious metals that may be commercially  exploitable and, if feasible,
to exploit any such deposits.

6.   Initial Payments

     The parties acknowledge and agree that:

     (a)  prior to the date of  execution  of this  Agreement,  Hawk has paid to
          Kwagga  CDN$20,000 as a  non-refundable  commitment  fee, which Kwagga
          shall be  entitled  to retain as  damages  and not as a penalty in the
          event that this Agreement terminates; and

     (b)  Hawk  shall pay all  out-of-pocket  costs  and  expenses  incurred  by
          AfriOre  Limited with respect to the  attendance of Stuart  Comline in
          Minneapolis,  Minnesota on or about May 13, 2003, including all travel
          and  accommodation  costs.  Such  costs  and  expenses  shall  be paid
          immediately  upon the delivery to Hawk of all related  invoices and/or
          expense reports from AfriOre Limited.

7.   Phased Earn-In

7.1 Hawk  shall  have the right to  subscribe  for such  number of shares in the
capital of Kwagga  (each,  a "Share") as shall  represent  50% of the issued and
outstanding  Shares  after  giving  effect  to  such  subscription,  by  funding
expenditures  for the  exploration,  development and maintenance of the Property
("Expenditures")   that  will  total   USD$3,500,000,   through   advances  (the
"Advances") to Kwagga and  subscriptions for Shares to be paid in the manner set
out in this Section 7.1. All Advances made by Hawk shall be non-interest bearing
and, except as otherwise  provided herein,  non-refundable.  Such  Expenditures,
Advances and Share subscriptions shall be phased as follows:

     (a)  Phase  One:  Hawk shall make the  following  Advances  to Kwagga on or
          before the respective dates set out below:

                  Date of Payment                         Amount of Advance
                  ---------------                         -----------------
                  June 20, 2003                               USD$500,000
                  September 27, 2003                         USD$1,000,000
                  November 11, 2003                           USD$600,000

     In the  event  that  Hawk  fails  to make  any  Advance  on or prior to the
     applicable due date therefor,  all as set out above,  Kwagga shall have the
     right to terminate  this Agreement upon 7 days prior written notice to Hawk
     and,  in the event that the amount in  default  is not  advanced  to Kwagga
     prior to the expiry of such 7 day  period,  upon the expiry of such  period
     this Agreement will  terminate.  Kwagga shall use the Advances made by Hawk
     to incur  Expenditures  prior  to June 20,  2006.  Upon  Kwagga  completing
     Expenditures totalling USD$2,100,000,  such Advances shall be automatically
     converted  into such number of Shares as shall  represent 35% of the issued
     and outstanding Shares after giving effect to such conversion. In the event
     that Kwagga elects to discontinue incurring Expenditures prior to incurring
     an aggregate of USD$2,100,000 in Expenditures or less than USD$2,100,000 is
     used by Kwagga to incur  Expenditures  prior to June 20, 2006, Kwagga shall
     provide  written  notice thereof to Hawk.  Within 30 days following  Hawk's
     receipt of such notice,  Hawk shall have the right,  exercisable by written
     notice delivered to Kwagga, to:


                                       2
<PAGE>

          (i)  direct  Kwagga to retain the balance of the Advances then held by
               it,   whereupon  all  of  the  Advances  shall  be  automatically
               converted  into such number of Shares as shall  represent  35% of
               the issued and  outstanding  Shares after  giving  effect to such
               conversion, and Kwagga shall be entitled to retain such funds for
               its sole benefit; or

          (ii) terminate  this  Agreement  and the JVA,  whereupon  Kwagga shall
               repay to Hawk an amount  equal to the balance of the Advances not
               used to incur Expenditures,  the remaining  outstanding  Advances
               shall be  transferred  by Hawk to AfriOre  and/or  any  person(s)
               designated  by AfriOre for an  aggregate  of USD$1.00  and Hawk's
               interest in Kwagga and in the Project shall terminate.

     In the event  that Hawk shall have  failed to make the  foregoing  election
     within such 30 day period,  Hawk shall be deemed to have made the  election
     provided for in Section 7.1(a)(ii).

(b)  Upon completion of Expenditures totalling USD$2,100,000,  Kwagga shall give
     Hawk  written  notice  thereof,  accompanied  by a Report  (as  hereinafter
     defined). Within 120 days following receipt by Hawk of the foregoing notice
     and  Report,  Hawk  shall  have the  right to elect to  subscribe  for such
     additional  number of Shares which when  combined with the Shares then held
     by Hawk shall  represent  50% of the issued and  outstanding  Shares  after
     giving effect to such subscription,  for an aggregate subscription price of
     USD$1,400,000.  The  subscription  proceeds shall be used by Kwagga to fund
     Expenditures  during  Phase Two.  If within such 120 day period Hawk elects
     not to subscribe for such Shares,  it shall have the right,  exercisable by
     written  notice  delivered to Kwagga  prior to the end of such  period,  to
     elect Option A or Option B set out below.

     Option A

     Hawk shall have the right to request that AfriOre  purchase  Hawk's  Shares
     for a  purchase  price,  payable  in  cash,  equal to  USD$1,050,000.  Upon
     exercise by Hawk of such Option A, AfriOre (and/or its designee) shall have
     the right, but not the obligation,  to complete such acquisition within 180
     days  following  its receipt of Hawk's  written  notice.  In the event that
     AfriOre (and/or its designee) does not purchase such Shares,  Hawk shall be
     deemed to have elected Option B; or



                                       3
<PAGE>

       Option B

       Hawk shall have the right to elect to reduce its shareholding interest in
       Kwagga on the following basis:

       (i)    its rights to fund Kwagga and vote its Shares shall terminate;

       (ii)   it shall not have the right to sell, assign, encumber or otherwise
              transfer any Shares;

       (iii)  its rights under Section 8.3 shall terminate;

       (iv)   its shareholding  interest in Kwagga shall be diluted on the basis
              that  for each  USD$30,000  of  Expenditures  incurred  by  Kwagga
              thereafter,  Hawk's  shareholding  interest  in  Kwagga  shall  be
              reduced by 1% (such that after USD$900,000 of Expenditures  having
              been  incurred,  Hawk's  shareholding  interest in Kwagga shall be
              5%); and

       (v)    in the  event  that  Hawk's  shareholding  interest  in  Kwagga is
              reduced to 5%, then Hawk shall have the right,  exercisable within
              120 days  following  the date of delivery of notice  thereof  from
              AfriOre,  to elect to fund  Kwagga  thereafter,  based upon its 5%
              interest, or to sell to AfriOre and/or any person(s) designated by
              AfriOre all of its Shares for an  aggregate  of  USD$1.00.  In the
              event that Hawk does not exercise  such right,  it shall be deemed
              to have  elected to sell all of its  Shares to AfriOre  and/or its
              designee(s) for USD$1.00.

       In the event that Hawk fails to elect either  Option A or Option B within
       such 120 day  period or in the event  that,  after  Hawk has  elected  to
       subscribe   for  such  Shares,   it  fails  to  complete  the   foregoing
       subscription for Shares within such 120 day period, it shall be deemed to
       have elected Option B.

7.2 It is acknowledged and agreed that a black economic  empowerment group to be
selected  by Kwagga  (the  "Empowerment  Group")  will be  granted  an option to
subscribe for up to 28% of the issued and outstanding  Shares for a subscription
price  equal to an amount to be  mutually  agreed  upon by Hawk,  Kwagga and the
Empowerment Group (the "Empowerment Group Subscription").

7.3 It is  acknowledged  and  agreed  that if the  Empowerment  Group  does  not
exercise such option within a period to be mutually agreed upon by Kwagga,  Hawk
and the  Empowerment  Group,  such option  shall  expire.  In the event that the
Empowerment  Group  exercises  its  option  and pays to  Kwagga  the  applicable
Empowerment  Group  Subscription  within the  period  prescribed  therefor,  the
Empowerment  Group  shall  acquire  28% of the Shares and the  shareholdings  of
AfriOre and Hawk in Kwagga shall be reduced on a proportionate basis.



                                       4
<PAGE>

7.4    The following general principles shall apply to Expenditures:

       (a)    An  Affiliate  of  AfriOre  designated  by  AfriOre  shall  be the
              operator (the "Operator") of all work carried out on the Property.

       (b)    Expenditures  during all  Phases  shall be made  pursuant  to work
              plans  formulated  and carried out in the sole  discretion  of the
              Operator.

       (c)    The  Operator  shall  maintain  the  Property in good  standing by
              making  all  payments  and  filings  for  such  purpose  as may be
              required by applicable  law or regulation  from time to time.  The
              amount of all such payments shall be included as Expenditures.

       (d)    Expenditures  shall include an administrative  charge equal to 10%
              of  all  Expenditures,   to  cover  the  Operator's   general  and
              administrative overheads.

       (e)    Expenditures  shall include all costs incurred by the Operator and
              Kwagga in  maintaining  the Property in good standing  pursuant to
              applicable  legislation  and pursuant to any  agreements  or other
              obligations  respecting  the  Property,  together  with all  costs
              incurred by the  Operator and Kwagga in  identifying,  negotiating
              and acquiring any lands,  usage rights and/or mineral interests or
              rights within the Area of Interest (as hereinafter defined).

       (f)    Within 90 days  following  the end of each 12 month period  during
              each  Phase  and  following  the  completion  of each  Phase,  the
              Operator  shall  deliver  to  Hawk  a  detailed  report  (each,  a
              "Report")  prepared by the Operator  setting out the  Expenditures
              incurred,  the work carried out on the Property and the results of
              such work since the date of the last Report, if any.

       (g)    During each Phase,  the Operator will provide Hawk with  quarterly
              updates  on the  work  carried  out  during  each  of the  first 3
              quarters,  the  results  thereof  and the  amount of  Expenditures
              incurred during such quarter (each, an "Update").

7.5  After all of  Hawk's  Advances  and Share  subscription  proceeds  and,  if
applicable,  the Empowerment Group Subscription proceeds,  have been incurred on
Expenditures,  all amounts  required to fund the  exploration and development of
the Project  shall be  contributed  by AfriOre,  Hawk and,  if  applicable,  the
Empowerment Group, in proportion to their respective  shareholding  interests in
Kwagga, subject to any election permitted by Section 9.1.

8. Assignment

8.1 AfriOre may sell, assign,  encumber or otherwise transfer all or part of its
rights and obligations under this Agreement or its Shares to an Affiliate.

8.2 Hawk shall not be entitled to sell,  assign,  encumber or otherwise transfer
any of its rights and  obligations  under this Agreement or its Shares,  without
the prior  written  consent of  AfriOre.  It is  acknowledged  and agreed  that,
notwithstanding the foregoing:



                                       5
<PAGE>

       (a)    Hawk  shall be  entitled  to assign  all of its  interest  in this
              Agreement to an Affiliate  (the "Hawk  Affiliate");  provided that
              Hawk shall  remain  jointly and  severally  liable for all of such
              transferee's obligations under this Agreement and the JVA; and

       (b)    Hawk or, if applicable,  the Hawk  Affiliate  shall be entitled to
              assign  all  of  its   interest  in  this   Agreement   (the  "AIQ
              Transaction")  to a limited  liability  company (the "JV Company")
              owned  as to 50% by  each of Hawk  or the  Hawk  Affiliate  and by
              Active IQ Technologies Inc. ("AIQ");  provided that Hawk, the Hawk
              Affiliate,  if  applicable,  AIQ and the JV  Company  execute  and
              deliver a novation agreement in form and substance satisfactory to
              AfriOre,  acting  reasonably,  pursuant  to  which  AIQ and the JV
              Company  shall assume all of Hawk's and, if  applicable,  the Hawk
              Affiliate's obligations hereunder on a joint and several basis. In
              such event:

              (i)    all  Advances  made by, and all Shares held by,  Hawk,  the
                     Hawk  Affiliate  and/or  AIQ  shall be  treated  as if such
                     Advances  were  made by and  such  Shares  are held by Hawk
                     alone;

              (ii)   Kwagga,  AfriOre and the Operator shall only be required to
                     communicate and deal with Hawk hereunder and under the JVA;
                     and

              (iii)  Hawk  shall be the sole  representative  of Hawk,  the Hawk
                     Affiliate,  AIQ  and  the JV  Company  in  respect  of this
                     Agreement, the JVA and the Project.

8.3 Following the execution of the JVA, a shareholder  of Kwagga  ("transferring
party") may sell,  assign,  encumber or  otherwise  transfer  all or part of its
Shares  ("offered  interest") to any person not an Affiliate of the transferring
party  ("transferee"),  subject  to the  right  of  first  offer  of  the  other
shareholder to acquire such offered  interest for such price and upon such terms
and   conditions   as  are   offered  by  such   transferring   party.   If  the
non-transferring  party  fails to accept  such  offer  within  90 days  after it
receives  such offer,  the  transferring  party  shall be free to  transfer  the
offered  interest to a transferee,  provided  that such transfer  shall be for a
price and upon terms and conditions no more  favourable to the  transferee  than
those offered to the non-transferring  party. If the transferring party fails to
consummate such transfer to a transferee within 120 days after the expiration of
such 90-day offer period, the transferring party shall not transfer such offered
interest without again offering such interest to the non-transferring party.

9. Dilution on Election/Default

9.1 At any time that Hawk, Kwagga and, if applicable,  the Empowerment Group are
required  to  contribute  funds to Kwagga,  each such  shareholder  may elect to
contribute  in  proportion  to its then  shareholding  interest in Kwagga or may
elect to contribute a lesser  portion or not at all. If a shareholder  elects to
contribute less than in proportion to its shareholding interest in Kwagga or not
at all and the other  shareholder(s)  contribute(s)  the  shortfall,  the former
shareholder  shall  suffer  dilution  of its  interest  according  to a dilution
formula to be set out in the JVA.



                                       6
<PAGE>

9.2 If all shareholders of Kwagga are contributing funds to Kwagga in proportion
to their  shareholding  interests in Kwagga and,  after a shareholder  elects to
contribute  to a work  plan and  budget,  such  shareholder  defaults  in making
further   contributions   for  such  work  plan  and  budget,   such  defaulting
shareholder's  shareholding  interest in Kwagga  shall be diluted and  decreased
according to an accelerated dilution formula to be set out in the JVA.

9.3 If a  shareholder  of Kwagga  elects to contribute to a work plan and budget
less than in proportion to its shareholding interest in Kwagga or not at all and
the other shareholder(s)  do(es) not elect to contribute the full amount of such
work plan and budget, the work plan shall not be proceeded with and the Operator
shall prepare and submit a revised work plan and budget.

10. Injury or Damage to Persons or Property

10.1 The Operator  shall take all reasonable  precautions  for the protection of
life and property on or about or in connection  with  operations  carried out on
the Property.

10.2 The Operator shall indemnify, defend and hold harmless Kwagga for, from and
against any and all loss, cost,  expense,  damage,  liability or claim therefor,
including attorneys fees and court costs, caused by the Operator, its employees,
workmen,  agents or  contractors  as a result of  operations  carried out on the
Property, unless such loss or damage is caused by the gross negligence or wilful
misconduct of any  shareholder  of Kwagga (other than  AfriOre),  Hawk, the Hawk
Affiliate, AIQ and/or the JV Company.

11. Applicable Law

11.1 The validity,  interpretation  and performance of this Agreement as well as
the JVA shall be governed by the laws of England, without regard for conflict of
laws or choice of laws  principles  that would permit or require the application
of the  laws of any  other  jurisdiction.  The  parties  hereby  consent  to the
exclusive  jurisdiction of the courts of England.  Each of the parties expressly
submits  and  consents  in  advance to such  jurisdiction  in any action or suit
commenced in such courts and each party hereby waives any objection which it may
have  based  upon lack of  personal  jurisdiction,  improper  venue or forum non
conveniens and hereby consents to the granting of such legal or equitable relief
as is deemed appropriate by such courts.

11.2 If any  provision of this  Agreement is held, in whole or in part, to be in
conflict or inconsistent with any applicable law, rule or regulation,  then that
provision shall be severed from this Agreement and an equitable adjustment shall
be made and such necessary further provision agreed upon so as to give effect to
the  intention  of the parties  evidenced  in this  Agreement at the time of its
execution.

12. Confidentiality

12.1 The terms and  conditions of this  Agreement  and all data and  information
(including  Updates  and  Reports)  obtained  or  created  by Kwagga  and/or the
Operator in carrying out this  Agreement  (herein  referred to as  "confidential
information")  shall be the exclusive property of Kwagga and shall be maintained
on a confidential basis by Hawk.



                                       7
<PAGE>

12.2 Hawk agrees to take  reasonable  measures  to ensure that all  confidential
information  that  it  holds  shall  be  maintained  and  kept  in a safe  place
sufficient to ensure that such material is not available for inspection or study
by any person that is not so authorized by Kwagga.

12.3 Hawk agrees to take reasonable  measures to ensure that any representative,
consultant,  independent contractor or employee of Hawk that had or may have had
access to confidential  information  shall not communicate,  either orally or in
writing,  such confidential  information to any other person without the written
permission of Kwagga.

12.4 The following data and information shall not be considered confidential for
the purposes hereof:

       (a)    information  and data that at the time such  information  and data
              were obtained or created by a party were available to the public;

       (b)    information  and data that,  after such  information and data were
              obtained or created by a party,  are published or otherwise become
              available to the public through no fault of either party; or

       (c)    information  and  data  received  from a third  party  that is not
              legally required to hold such information and data in confidence.

12.5 Hawk  acknowledges  and agrees that other than its right to receive Updates
and Reports, it shall have no rights to receive any other information or reports
respecting  work carried out on the  Property,  to examine any records,  data or
information  respecting the Project or to have access to or the right to inspect
the Property or the work carried out thereon.

12.6 Hawk shall not, directly or indirectly, make any disclosure of confidential
information  to the public or otherwise give out or provide for any publicity or
press release regarding the Project without the prior written consent of Kwagga.
The  requirement  for consent  shall not apply to a  disclosure  to an attorney,
accountant  or consultant  that has a bona fide need to be informed,  subject to
compliance with Section 12.3.

12.7 In the  event  that  Hawk or,  in the  event  that the AIQ  Transaction  is
completed,  AIQ is required  to disclose  any  confidential  information  to any
governmental  agency,  a stock  exchange  or the public in order to comply  with
applicable  securities laws, rules or regulations or the rules of any applicable
stock exchange or trading facility:

       (a)    such  disclosure   shall  be  limited  to  the  minimum  level  of
              disclosure required in the circumstances;

       (b)    a verbatim  transcript of any such disclosure  intended to be made
              by Hawk or AIQ, as  applicable,  shall be  delivered  to Kwagga at
              least  3  business  days  prior  to  the  proposed  date  of  such
              disclosure; and

       (c)    Hawk and AIQ,  if  applicable,  shall  not  make  such  disclosure
              without   Kwagga's  prior  written  consent  which  shall  not  be
              unreasonably withheld or delayed; and



                                       8
<PAGE>

       (d)    Hawk and AIQ,  if  applicable,  shall  amend  such  disclosure  in
              accordance with Kwagga's reasonable direction.

It is  acknowledged  and  agreed  that  AfriOre  Limited  may  act  as  Kwagga's
representative in connection with the foregoing.

12.8  Notwithstanding the other provisions hereof, it is acknowledged and agreed
by Hawk that the location and legal  description  of the Property  shall be kept
strictly  confidential  and not  disclosed to any person,  including  disclosure
otherwise  permitted  pursuant to Section 12.7. Hawk covenants and agrees to use
best  efforts  to  comply  with  the  foregoing  covenant,   including,  without
limitation,  making all applications to all applicable regulatory authorities to
obtain such orders or rulings as may be required in order to ensure that Hawk is
not  required  to  disclose  the  exact  location  or legal  description  of the
Property, including in any reports required to be filed pursuant to the rules of
any stock exchange or trading facility,  National  Instrument 43-101 promulgated
by Canadian  securities  regulators  and/or  pursuant to any  requirement of any
United States federal or state securities  legislation or regulatory  authority,
in any offering memorandum,  registration  statement or prospectus used or filed
by  Hawk,  in any  title  opinions  filed by Hawk and in any  oral,  written  or
electronic  disclosures  to  any  persons,  including  underwriters,  agents  or
financiers.

12.9 Hawk shall  indemnify  and hold  harmless  Kwagga  from any and all loss or
damage (including, but not in any way limited to, legal costs on a solicitor and
own client basis) which may arise from the unauthorized disclosure or use of any
confidential information.

12.10  Hawk  acknowledges  the  confidential   information  is  proprietary  and
confidential and that Kwagga may be irreparably damaged if any of the provisions
contained in this Article 12 are not  performed by Hawk in  accordance  with the
terms set out and therefore Hawk agrees that Kwagga,  in addition to and without
limiting any other rights or remedies that Kwagga may have,  will have the right
to an immediate  injunction or other available  equitable relief in any court of
competent  jurisdiction,  enjoining  any  threatened  or  actual  breach  of the
provisions  of this Article 12 by Hawk.  Hawk agrees that the  existence of this
right to an immediate and  undefended  injunction or other  available  equitable
relief will not preclude  Kwagga from  pursuing any other rights and remedies at
law or in equity which Kwagga may have, including recovery of damages.

12.11  In the event that there is a change of control of AfriOre Limited:

       (a)    the provisions of Sections 12.5, 12.7 and 12.8 shall terminate;

       (b)    thereafter Hawk shall be entitled to examine all records, data and
              information  respecting  the Project and to have access to and the
              right to inspect the Property and the work carried out thereon, at
              its sole risk during normal business hours upon  reasonable  prior
              notice to Kwagga; and

       (c)    thereafter  any data or  information  which  Hawk is  required  to
              disclose in order to comply with applicable securities laws, rules
              or regulations  or the rules of any  applicable  stock exchange or
              trading  facility  shall not be  considered  confidential  for the
              purposes hereof.



                                       9
<PAGE>

12.12 The  provisions of this Article 12 shall survive the  termination  of this
Agreement.

13. Area of Interest

13.1 It is  acknowledged  and agreed  that  Kwagga may elect at any time or from
time to time to abandon  portions  of the  Property  and,  in such  event,  such
abandoned land, usage rights and/or mineral  interests shall no longer form part
of the Property or be subject to this Agreement or the JVA.

13.2 It is acknowledged and agreed that it is intended that additional public or
private land,  usage rights and/or  mineral  interests or rights within the area
delineated on the map attached as Schedule "A" hereto (hereinafter  collectively
referred to as the "Area of Interest") may be acquired by or on behalf of Kwagga
or any of its Affiliates after the date hereof as part of the Expenditures. Upon
any such  acquisition,  such lands,  interests  and rights shall be deemed to be
part of the Property for the purposes hereof.

13.3 Hawk agrees  that for a period of 5 years from the date of this  Agreement,
neither Hawk nor any of its Affiliates (regardless of whether such person is its
Affiliate on the date hereof),  officers or directors  will,  acquire,  lease or
otherwise  obtain or  control  any  interest  in the  Property  or any public or
private  land,  usage rights or mineral  interests or rights  within the Area of
Interest,  or conduct any exploration,  development or production  activities in
the Area of Interest.

13.4 If,  notwithstanding the prohibition contained in Section 13.3, Hawk or any
of its Affiliates,  officers or directors acquire,  lease or otherwise obtain or
control any interest in all or part of the Property or in land,  usage rights or
mineral  interests or rights within the Area of Interest within 5 years from the
date of this  Agreement,  Hawk shall notify  Kwagga  thereof  within the 30 days
immediately following the date of such transaction and Hawk shall (or Hawk shall
cause such  Affiliate,  officer or director to) convey the same to Kwagga or its
nominee in the manner that Kwagga directs as soon as practicable thereafter,  in
consideration  of the  payment by Kwagga to Hawk or such  Affiliate,  officer or
director,  as the case may be, of an amount  equal to the  direct  out of pocket
cost of acquisition  thereof or of similar land or interests from the government
of the Republic of South Africa  pursuant to applicable  legislation in force at
the time of such acquisition.

13.5 The  provisions  of this Article 13 shall survive the  termination  of this
Agreement.

14. No Holding Out

       This Agreement  shall not  constitute a partnership  between the parties.
Neither party will hold itself out as an agent or partner of the other.

15. Due Authorization

       Each of the parties represents and warrants to the other that:

15.1 it is a  company  duly  incorporated  in  accordance  with  the laws of its
jurisdiction of incorporation;



                                       10
<PAGE>

15.2 it is empowered, authorized and entitled to enter into this Agreement;

15.3 no  transaction  contemplated  hereby  is in breach  of its  memorandum  or
articles of association  or any other  agreement or arrangement to which it is a
party; and

15.4 all corporate  and other  proceedings  required to authorize  such party to
enter into and carry out this Agreement have duly and properly been taken.

16. General

16.1 For the purposes of this Agreement:

       (a)    the term  "person"  shall be  interpreted  very  broadly and shall
              include, without limitation, any corporation,  association,  joint
              venture, partnership or individual;

       (b)    "Affiliate"  shall mean any  individual,  estate,  trust,  general
              partnership,   limited  partnership,  limited  liability  company,
              corporation,  association or other  organization or entity that is
              directly or indirectly controlling,  controlled by or under common
              control with a party to this Agreement; and

       (c)    "control" shall mean  possession,  directly or indirectly,  of the
              right to direct  management  and  policies  through  ownership  of
              voting securities, contract, voting trust or otherwise.

16.2 All notices required or permitted to be given under this Agreement shall be
in  writing,  and  (unless  some other mode of giving the same is  specified  or
accepted in writing by the  recipient)  shall be effective (i) when delivered at
the address of the addressee if delivered  during normal  business hours and, if
not,  then on the next business day  following  delivery,  or (ii) on the day it
shall have been received by facsimile transmission at the addressee's address if
received during normal business hours and, if not, then on the next business day
following  receipt,  whichever of the foregoing  shall first occur.  The parties
respectively choose the following addresses for notices under this Agreement:

                  If to Hawk:               Suite 404
                                            347 Bay Street
                                            Toronto, ON   M5H 2R7

                                            Attention:  President
                                            Fax Number:  (416) 214-5599

                  If to Kwagga:             Ground Floor, Tuscany Office Park V
                  or AfriOre                6 Coombe Place, Rivonia
                                            Sandton, 2128, South Africa

                                            Attention:  President
                                            Fax Number:  011 27 11 803-5692



                                       11
<PAGE>

16.3 No  failure or delay by either  party in  exercising  any  right,  power or
privilege under this Agreement shall operate as a waiver thereof,  nor shall any
single or partial waiver thereof  preclude any further  exercise  thereof or the
exercise of any other right, power or privilege hereunder or otherwise.

16.4 No variation,  modification  or waiver or cancellation of any provisions of
this Agreement, or consent to any departure therefrom,  shall in any event be of
any force or effect unless  confirmed in writing and signed by the parties,  and
then such  variation,  modification,  waiver,  cancellation  or consent shall be
effective  only in the  specific  instance and for the purpose and to the extent
for which it was made or given.

16.5 Either party will execute  such  documents  and do such things as the other
party may  reasonably  request in order to carry out the terms of this Agreement
or to preserve or protect the interests of a party hereunder.

16.6 This  Agreement  shall  enure to the  benefit  of and be  binding  upon the
parties hereto and their respective successors and permitted assigns.

16.7 Time shall be of the essence hereof.

16.8 This Agreement  constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and  supersedes  all prior  agreements
between  such  parties  with  respect  to  the  subject  matter   hereof.   Hawk
acknowledges  that, except as specifically  contained in this Agreement,  it has
not  relied  upon  any  representations  or  warranties  of  Kwagga  or  AfriOre
concerning  the  status  and  condition,  environmental  or  otherwise,  of  the
Property.

16.9 Kwagga and Hawk hereby  acknowledge  and agree that the Heads of  Agreement
entered into on April 9, 2003 between them is hereby terminated.

   SIGNED at Rivonia, Johannesburg, South Africa as of June 4  9 [SRC], 2003.

                        KWAGGA GOLD (proprietary) LIMITED


                        By: /s/ Stuart R. Comline
                            ----------------------------
                            Name:  Stuart R. Comline
                            Title:  Director

   SIGNED at Rivonia, Johannesburg, South Africa as of June 4  9 [SRM], 2003.

                        AFRIORE INTERNATIONAL (BARBADOS) LIMITED

                        By: /s/ Stuart R. Comlime
                            ------------------------------
                            Name: Stuart R. Comline
                            Title:  Director



                                       12
<PAGE>

                        SIGNED at Toronto as of June 4, 2003.

                        HAWK PRECIOUS MINERALS INC.

                        By:  /s/ H. Vance White         /s/ Walter E. Brooks
                             --------------------------------------------------
                             Name: H. Vance White       Walter E. Brooks
                             Title: President           Director



                                       13
<PAGE>


                                  SCHEDULE "A"

                                AREA OF INTEREST





                                     [MAP]