EX 10.3


    

      LEASE
        AGREEMENT 

      


      THIS
        LEASE AGREEMENT
        dated as
        of the 15th
        day of
        December, 2005,

      


      BETWEEN:

      


      
        	 	 	
                RCA
                  RESOURCES CORPORATION,
                  a
                  company incorporated under the laws of Nevada and having its executive
                  office at 575 Madison Avenue, 10th
                  Floor, New York, New York,
                  10022-2511

              


      

      


      
        	 	 	
                (“RCA”)

              


      

      


      AND:

      


      
        	 	 	
                LOBAYE
                  GOLD SARL,
                  a
                  limited liability company incorporated in the Republic of Central
                  Africa
                  and having its executive office at Rue de L’Independence. B.P. 1084,
                  Bangui, Republic of Centralafrica

              


      

      


      
        	 	 	
                (“Lobaye”)

              


      

      


      WHEREAS:
        

      


      
        	
                A. 

              	
                RCA
                  is the registered owner of certain equipment as more particularly
                  described in Schedule “A” attached to this lease agreement (the
                  “Equipment”);

              


      

      


      B. RCA
        and
        Lobaye are desirous of entering into a lease agreement for the
        Equipment;

      


      NOW
        THEREFORE THIS LEASE AGREEMENT WITNESSES
        that in
        consideration of the mutual covenants, agreements, representations and
        warranties and of the consideration hereinafter contained, the parties agree
        as
        follows:

      


      1. Lease.
        RCA
        demises and leases unto Lobaye and Lobaye takes and rents the Equipment in
        accordance with the terms and conditions of this lease agreement.

      


      2. Term.
        Lobaye
        will have and hold the Equipment for and during the term of two years commencing
        on the 1st
        day of
        April, 2006, and from thenceforth next ensuing and fully to be completed
        and
        ended on the 31st
        day of
        March, 2008.

      


      3. Rent.
        Lobaye
        will pay during the term of this lease agreement the net monthly basic rent
        of
        US$150,000 by monthly instalments in advance on the first day of each and
        every
        month in consecutive monthly instalments (the “Rent”),
        the
        first such monthly instalment to be paid on 1st
        day of
        April, 2006, and subsequent instalments will be paid on the first day of
        each
        and every month during the term demised.

      


      4. Net
        Lease.
        Except
        as expressly otherwise provided in this lease
        agreement,
        Lobaye
        agrees that this lease
        agreement is
        to be
        absolutely net to RCA, that the Rent and all other charges provided to be
        paid
        to RCA hereunder will be absolutely net to RCA without set-off, variation
        or
        deduction and that all costs, expenses and obligations of every kind and
        nature
        whatsoever relating to the Equipment will be paid by Lobaye.

       

      
        
          
          

        

        
          Page
            - 1

          
            

          

        

        
          
          

        

      

      
 

      5. Insurance.
        Lobaye
        covenants that it will, during the whole of the term of this lease agreement
        or
        any overholding, carry public liability insurance in the name of RCA and
        Lobaye,
        and keep them insured against all legal liability for damages to persons
        or
        property caused by the ownership, maintenance, use or occupancy of the
        Equipment, or by reason of the conduct of any business carried on therein,
        with
        solvent insurance companies licensed, in which will not be less than
        US$1,000,000.00 inclusive of bodily injury or death to two or more persons
        in
        any one accident, and property damage. Lobaye will at all times provide RCA
        with
        a certificate or certificates of validly subsisting insurance.

       

      6. Charges.
        Lobaye
        will pay, or cause to be paid, all charges, if any, for registration and
        insurance, or other similar service used, rendered or supplied upon or in
        connection with the Equipment throughout the term of this lease agreement
        and
        will pay all charges or costs in respect of maintenance and repair of the
        Equipment, and will indemnify RCA and save it harmless from and against any
        liability or damage on such account.

      


      7. Access
        to Equipment.
        Lobaye
        will permit RCA and authorized representatives of RCA access to the Equipment
        at
        all reasonable times during usual business hours, for the purpose of inspecting
        the same and of ascertaining whether Lobaye has failed or neglected to perform
        any act which it is required to perform under the provisions of this lease
        agreement, and also RCA will be permitted to enter as aforesaid for the purpose
        of making any necessary repairs to the Equipment and performing any work
        therein, which Lobaye has failed to do, that may be necessary to comply with
        any
        applicable and valid law, ordinance, rules or regulations, or of any public
        authority, or any similar body, or to comply with the requirements of insurance
        policies then in force with respect to the Equipment. Nothing herein will
        imply
        any duty upon the part of RCA to do or to pay for any work which under any
        provision of this lease agreement Lobaye may be required to perform, and
        the
        performance thereof by RCA if Lobaye does not perform the same after demand
        will
        not constitute a waiver of Lobaye’s default in failing to perform the
        same.

      


      8. Quiet
        Enjoyment.
        Lobaye
        upon paying the Rent and all other charges herein provided for, and observing
        and keeping the covenants, agreements and conditions of this lease agreement
        on
        its part to be kept, will be entitled to lawfully and quietly enjoy, hold,
        occupy, control and manage the Equipment during the term of this lease agreement
        without hindrance or molestation of RCA, or any person or persons claiming
        under
        RCA, save as expressly provided by this lease agreement.

      


      9. Default
        and Termination.
        If,
        during the term of this lease agreement, or any renewal, Lobaye will make
        any
        assignment for the benefit of creditors, or if Lobaye, becoming bankrupt
        or
        insolvent will take the benefit of any legislation that may be in force for
        bankrupt or insolvent debtors, or if a receiver or receiver-manager is appointed
        with respect to the assets and affairs of Lobaye, then RCA may give Lobaye
        written notice of intention to end the term of this lease agreement on a
        date
        specified by RCA in the said notice which date will not be less than 30 days
        after the said notice is given and if on the date so specified the event
        of
        default will still continue the then current month’s rent and three months
        additional rent will thereupon immediately become due and payable and the
        term
        of this lease agreement and all right, title and interest of Lobaye hereunder
        will thereupon expire as fully and completely as if the said specified date
        were
        the date herein specifically fixed for the expiration of the term of the
        lease
        agreement, and Lobaye will then quit and surrender the Equipment to RCA,
        and in
        any such case it will be lawful for RCA at any time after the said termination
        date re-enter into and upon the Equipment, or any part thereof and repossess
        and
        enjoy it as before.

       

      
        
          
          

        

        
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      If,
        during the term of this lease agreement, or any renewal thereof, Lobaye will
        make default in the payment of the Rent, and if such default will continue
        for
        15 days after notice thereof by RCA, this lease agreement will, at the option
        of
        RCA, cease and come to an end on a date to be specified in the said notice,
        which date will not be less than 30 days after the delivery of such notice,
        and
        Lobaye will then quit and surrender the Equipment to RCA.

      


      If,
        during the term of this lease agreement or any renewal thereof Lobaye will
        make
        default in fulfilling any of the other covenants in this lease agreement
        and
        such default will continue for 15 days after written notice thereof by RCA
        to
        Lobaye, Lobaye fails to proceed promptly and with all due diligence to cure
        such
        default after the service of notice by RCA of such default, then and in any
        such
        case, unless the default upon which said notice was based has been cured
        in the
        meantime this lease agreement will cease and come to an end on a day to be
        specified in the said notice, which date will not be less than 30 days after
        delivery of such notice, Lobaye will then quit and surrender the Equipment
        to
        RCA. In the event of a default which is capable of being cured but which
        cannot
        with due diligence be cured within a period of 15 days, the 15 day period
        will
        be extended for such time as will allow Lobaye proceeding promptly and with
        all
        due diligence a reasonable opportunity to cure such default.

      


      10. Surrender.
        Upon
        termination of this lease agreement for any reason whatever, except upon
        the
        sale of the said Equipments by RCA to Lobaye, Lobaye will surrender to RCA,
        the
        Equipment, together with all alterations and replacements and additions thereof
        in good order, condition and repair, including all improvements, but with
        the
        exception of any and all of Lobaye’s equipment.

      


      11. Distress.
        Whensoever RCA will be entitled to levy distress against the goods and chattels
        of Lobaye, it may use such force as it may deem necessary for the purpose
        and
        for gaining admission to the Equipment without being liable to any action
        in
        respect thereof or for any loss or damage occasioned thereby and Lobaye
        expressly releases RCA from all action, proceedings, claims or demand whatsoever
        for or an account or in respect of any such forcible entry or any loss or
        damage
        sustained by Lobaye in connection therewith.

      


      12. Monthly
        Tenancy.
        If
        Lobaye will remain in possession of the Equipment after termination of the
        term
        granted, or any renewal thereof, without further written agreement between
        RCA
        and Lobaye, a tenancy from year to year will not be created by the implication
        of law, but Lobaye will be deemed to be a monthly tenant only at the Rent
        payable immediately prior to such termination and subject in all other respects
        to the terms of this lease agreement.

      


      13. Liability
        of RCA.
        RCA will
        not be liable for any damage to any property or person at any time by the
        Equipment or caused by the Equipment not due to the negligence or wilful
        act of
        RCA, its servants or employees.

      


      14. Indemnification.
        Lobaye
        will indemnify and save harmless RCA from any and all liabilities, damages,
        costs, claims, suits or actions which RCA may sustain, incur, or be put to
        as a
        direct result of:

       

      
        
          
          

        

        
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                (a)

              	
                any
                  breach, violation, or non-performance of any covenant, condition
                  or
                  agreement in this lease agreement and contained on the part of
                  Lobaye, to
                  be fulfilled, kept, observed and performed;
                  or

              


      

      


      
        	 	
                (b)

              	
                the
                  use or occupation by Lobaye of the Equipment in a negligent manner;
                  or

              


      

      
        	 	
                (c)

              	
                any
                  environmental concerns re hazardous wastes, arising out of Lobaye’s use of
                  the Equipment.

              


      

      


      15. Liens.
        During
        the term of this lease agreement, or any renewal thereof, Lobaye will not
        suffer
        or permit any builders’ or other liens or encumbrances for work, labour, service
        or material to be filed against or attached to the Equipment or any portion
        thereof.

      


      16. Transfer
        and Assignment of Equipement.
        RCA will
        have the right to transfer title to the Equipment at any time or assign its
        interest under this agreement.

      


      17. Assignment
        by Lobaye.
        Lobaye
        will not have the right to assign or sublet the whole or any part of the
        Equipment.

      


      18. Mortgage
        of Equipment.
        It is
        agreed by and between the parties hereto that RCA may mortgage the Equipment.
        It
        is further agreed that RCA may assign the rents hereunder to such mortgagee
        and
        notice to that effect, signed by RCA, will be sufficient authority for Lobaye
        to
        pay the rent, or such portion thereof as is assigned to the mortgagee, and
        the
        receipt of the mortgagee will be a full and adequate discharge to Lobaye
        for
        such payment of Rent.

      


      19. Non-Waiver.
        The
        failure of either party to insist upon strict performance of any covenant
        or
        condition contained in this lease agreement or to exercise any right or option
        hereunder will not be construed as a waiver or relinquishment for the future
        of
        any such covenant, condition, right or option. The acceptance of any Rent
        from
        or the performance of any obligation hereunder by a person other than Lobaye
        will not be construed as an admission by RCA of any right, title or interest
        of
        such person as a sublessee, assignee, transferee or otherwise in the place
        and
        stead of Lobaye.

      


      20. Notice.
        All
        notices, demands, requests, offers, consents and other communications (the
        “Communications”),
        which
        may or are required to be given by either party to the other will be in writing.
        All Communications by RCA will be delivered by prepaid registered post addressed
        to Lobaye at Lobaye’s address shown on page 1 hereof or at such other place as
        Lobaye may from time to time designate in a written notice to RCA. All
        Communications will be made by Lobaye to RCA at RCA’s address shown on page 1
        hereof or at such other place as RCA may from time to time designate in a
        written notice to Lobaye. Communications which will be served upon RCA or
        Lobaye
        in the manner aforesaid will be deemed sufficiently served or given for all
        purposes required, and will be deemed to have been served or given as of
        12:00
        o’clock noon on the third business day following the posting
        thereof.

      


      21. RCA
        to Act Reasonably.
        Wherever in this lease
        agreement,
        Lobaye
        may require the approval, permission, license, consent or leave of RCA, RCA
        agrees not to unreasonably withhold its approval, permission, license, consent
        or leave.

       

      
        
          
          

        

        
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      22. Jurisdiction.
        This
        lease
        agreement
        is
        governed by the laws of the State of Nevada and must be litigated in the
        courts
        of Nevada.

      


      23. Enurement.
        The
        covenants and agreements contained in this lease agreement will be binding
        upon
        and enure to the benefit of the parties hereto and their successors,
        administrators, and permitted assigns.

      


      24. Acceptance.
        Lobaye
        accepts this lease agreement subject to the conditions, restrictions and
        covenants herein set forth and implied.

      


      


      IN
        WITNESS WHEREOF the parties have hereunto affixed its corporate seal, duly
        attested by their proper officers authorized in that behalf, as of the day
        and
        year first above written.

      


      


      The
        corporate seal of RCA

      RESOURCES
        CORPORATION 

      was
        hereunto affixed in the presence of

                                      C/S

      /s/
        Didier Llinas

       

      Authorized
        Signatory    

      


      


      


      The
        corporate seal of    

      LOBAYE
        GOLD SARL    

      was
        hereunto affixed in the presence of 

                                      C/S

      /s/
        Didier Llinas   

       

      Authorized
        Signatory    

      


      



      
        
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      Schedule
        “A”

      


      Schedule
        “A” to the lease agreement dated December 15, 2005

      between
        RCA Resources Corporation and Lobaye Gold Sarl

      


       

      


      List
        of Equipment

      


      (number
        of pages: 1)

      


      
        	
                Equipement

              	
                Number

              
	
                 

                Excavator
                  Kumatsu 26 Ton with spare-parts 2002 PC 240LC-7 High Cabin, multiarm,
                  2
                  cubic metre basket/4.5 ton

              	
                1

              
	
                Wheel-Loader
                  Komatsu with spare-parts 1999 WA740-3 big basket

              	
                1

              
	
                Mercedes-Benz
                  Kipper Trucks 35Ton (6 x 6)

              	
                2

              
	
                Excavator
                  Kumatsu 35 Ton 1997 PC 340, High-pressure cabin, multiarm, 2.8
                  m3/5
                  ton

              	
                1

              
	
                Wheel-Loader
                  Komatsu 1997 WA740-3 small basket

              	
                1

              
	
                Mercedes-Benz
                  Kipper Trucks 26Ton (6 x 6)

              	
                2

              
	
                Landrover
                  Range Rover 4x4 

              	
                1

              
	
                Toyota
                  Landcruiser 4x4

              	
                1

              
	
                Petrol-Truck
                  10,000 litres

              	
                1

              
	
                Renault
                  R5

              	
                1

              
	
                Bed-Loader
                  with Truckengine

              	
                1

              
	
                Backup
                  Generator 165 KwH

              	
                1

              
	
                Toolbox
                  Komathsu

              	
                1

              
	
                Box
                  for toolbox

              	
                1

              
	
                Tools
                  (Laboratory)

              	
                1

              
	
                Toolbox
                  (general purpose)

              	
                1

              
	
                Material
                  Gold/Platinum/Palladium Foundry

              	
                1

              
	
                Smelting/purification/bullionforms

              	
                1

              
	
                Diamond/Geol.
                  Soft- and Hardware

              	
                1

              
	
                HP
                  Pavillion Notebook with geol Software

              	
                1

              
	
                SAT-BGAN
                  Modem

              	
                1

              
	
                12
                  pumps, 12 vibrating engines

              	
                12

              
	
                Container
                  (40 foot)

              	
                1

              
	
                Waste-Disposal
                  Truck with Container

              	
                1

              
	
                20
                  litre Containers (Bidons)

              	
                80

              
	
                Water-pumps
                  with engine

              	
                14

              
	
                Diesel
                  Electicity Generator

              	
                1

              
	
                Compressor
                  (high-pressure air)

              	
                1

              
	
                Tool-Bank

              	
                1

              
	
                Roof-Air-Conditioning
                  Unit

              	
                1

              
	
                Scale
                  (60 kg)

              	
                1

              
	
                Truck-Spare
                  Tires

              	
                8

              
	
                Mech.
                  Spare Parts (trucks, engines etc.)

              	
                1

              
	
                Conveyer-Belt
                  25 metres long

              	
                1

              
	
                Fan-Belts
                  - (1 cubic metre)

              	
                1

              
	
                Electrical
                  Engines (for pumps, wash-plant etc.)

              	
                14

              
	
                Car-/Truck
                  jack Platform (Garage) - 3 ton

              	
                1

              


      

      


      


    

     

     

     

     

    
      
        
        

      

      
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