EXHIBIT 10.13

     Licence  Agreement  between  Aurora  Metals  (BVI)  Limited, Crystal Coding
     Limited  and Malcolm Warwick and 650089 B.C. Ltd., dated November 22, 2002.











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                                      -2-


                                LICENCE AGREEMENT

THIS AGREEMENT is made November 22, 2002

AMONG:

          650089 B.C. LTD., a British Columbia company, having an office at 1375
          Park Drive, Vancouver, British Columbia V6P 2K4,

          ("650089")

AND:

          MALCOLM WARWICK, a Canadian resident, residing at 1375 Park Drive,
          Vancouver, British Columbia V6P 2K4,

          ("WARWICK")

AND:

          CRYSTAL CODING INC., a British Columbia company, having an office at
          Suite 1505 - 1060 Alberni Street, Vancouver, British Columbia, V6E 4K2

          ("CRYSTAL")

AND:

          AURORA METALS (BVI) LIMITED, a British Virgin Islands company, having
          an office at Suite 1505 - 1060 Alberni Street, Vancouver, British
          Columbia, V6E 4K2

          ("AURORA")

WHEREAS:

(A)       Warwick has developed the 650089 IP related to the Gem Identification
Process;

(B)       Warwick is the controlling shareholder of 650089 and wishes to assign
all of his existing and future right, title and interest in the 650089 IP and
the Improvements to 650089;

(C)       Crystal is a wholly-owned subsidiary of Aurora; and


(D)       650089 wishes to license Crystal, and Crystal wishes to be licensed by
650089, to the 650089 IP and the Improvements on the terms and conditions set
forth in this Agreement.

WITNESSES THAT the parties covenant and agree as follows:


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                                      -3-


                                     PART 1

                         DEFINITIONS AND INTERPRETATION

DEFINITIONS

1.1          In this Agreement, including the recitals, except as otherwise
expressly provided or unless the context otherwise requires,

650089 IP means the Patent Applications, the Patents and all IPR claimed in the
Patent Applications and the Patents,

AFFILIATE means, in relation to a specified Person, any other Person that
directly or indirectly controls, is under common control with, or is under the
control of the specified Person, and for the purposes hereof, a Person will be
deemed to control a corporation if

     (a)   securities of the corporation to which are attached more than 50% of
     the votes that may be cast to elect managing directors or members of the
     board of directors or other governing body of the specified corporation or
     other rights to elect a majority of such managing directors or members are
     held, other than by way of security only, by or for the benefit of the
     Person, and

     (b)   the votes attached to those securities or such other rights are
     sufficient, if exercised, to elect a majority of the managing directors or
     members of the board of directors or other governing body of the
     corporation,

ASSIGNMENT means the form of assignment of the 650089 IP and Improvements by
Warwick to 650089 set forth in Schedule D hereto,

AURORA PARTIES means Crystal and Aurora,

BUSINESS DAY means a day that is not a Saturday, a Sunday or a statutory holiday
in Vancouver, British Columbia,

COMMERCIAL EMBODIMENT means any commercial product or service utilising the
650089 IP, the sale, licensing or provision of which generates Royalty Payment
obligations,

CONFIDENTIAL INFORMATION means, in relation to a party, information known or
used by the party in connection with its business or technology that is
confidential to the party and includes the party's Intellectual Property,
customer information, financial information, marketing information and
information as to business opportunities, strategies, research and development,

CRYSTAL ARISING IPR means all IPR arising during the term of this Agreement
resulting from the exercise by Crystal of its rights pursuant to the Licence,

DISCLOSING PARTY has the meaning ascribed to it in 5.1,

DISPUTE has the meaning ascribed to it in 9.1,


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                                      -4-


EFFECTIVE DATE means the date set forth at the top of page 1 of this Agreement,

ENCUMBRANCE means any mortgage, charge, pledge, hypothecation, lien, security
interest, licence, assignment, option, claim or other encumbrance or charge,
whether or not registered or registrable and whether or not consensual or
arising by law, statutory or otherwise,

EVENT OF DEFAULT in relation to a party means an event of default arising by
reason that the party is subject to, or the subject of, one or more of the
following circumstances:

     (a)   an order is made or a resolution is passed or a petition is filed by
     the party for its liquidation, dissolution or winding-up;

     (b)   the party is in material breach of its obligations under Part 5;

     (c)   the party commits a material breach in observing or performing any
     other material covenant, agreement or condition of this Agreement on its
     part to be observed or performed and does not rectify or cure such breach
     within 60 days after receipt of written notice from the other party
     specifying the breach;

     (d)   an execution, sequestration or any other process of any court becomes
     enforceable against the party or any distress or analogous process is
     levied upon any material part of its property, assets or undertaking and
     the process is not stayed or otherwise suspended by a court of competent
     jurisdiction within 30 days and has, or could have, a material adverse
     effect on the business or condition, financial or otherwise, of the party;

     (e)   the party commits an act of bankruptcy, makes an assignment or bulk
     sale of its assets, is adjudged or declared bankrupt or makes an assignment
     for the benefit of creditors, consents to a proposal or similar action
     under any bankruptcy or insolvency legislation applicable to it, or
     commences any other proceeding relating to it under any reorganization,
     arrangement, readjustment of debt, dissolution or liquidation law or
     statute of any jurisdiction whether now or hereafter in effect, or consents
     to any such proceeding;

     (f)   a custodian, liquidator, receiver, receiver and manager,
     receiver-manager, trustee or any other Person with similar powers is
     appointed for the party or in respect of any material part of its property
     or assets and not discharged within 30 days after the appointment and
     before any action is taken in respect of such property or assets that will
     materially affect the rights of the parties thereto; and

     (g)   a final, non-appealable, decision of any judicial, administrative,
     governmental or other authority or arbitrator is made that enjoins or
     restrains, or renders illegal or unenforceable, the performance or
     observance by the party of any material term of this Agreement,

EXCLUSIVE SERVICES OR PRODUCTS has the meaning ascribed to it in 6.1

EXECUTIVE OFFICER has the meaning ascribed to it in 9.2,


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                                      -5-


GEM IDENTIFICATION PROCESS means an automated and/or manual process(es) for
gemstone identification through measurement of the geo-spatial co-ordinates of
inclusions within gemstones, including diamonds, using electromagnetic signals
created by a focused laser beam and a gemstone monitoring system for collecting,
compiling and analyzing data resulting from such process,

GROSS REVENUES means the gross revenues received by Crystal from the practise or
sublicensing of the 650089 IP and the Improvements,

IMPROVEMENTS means all updates, modifications, enhancements and improvements to
the 650089 IP related to the Gem Identification Process made by 650089 or
Warwick both before and after the Effective Date and all IPR therein,

INTELLECTUAL PROPERTY means a patent, patent application, industrial design,
invention, design, trade secret, idea, methodology, technology, innovation,
creation, concept, development, drawing, research, analysis, know-how,
experiment, copyright, data, formula, method, procedure, process, system and/or
technique,

IPR  means  rights  to  Intellectual  Property,

LICENCE  has  the  meaning  ascribed  to  it  in  2.1,

LICENCE  FEE  has  the  meaning  ascribed  to  it  in  2.4

MINIMUM  ANNUAL  ROYALTY  PAYMENT  means,

     (a)   $75,000 with respect to the Royalty Year commencing on the Royalty
     Calculation Date,

     (b)   $100,000 with respect to the second Royalty Year during the term of
     the Licence,

     (c)   $125,000 with respect to the third Royalty Year during the term of
     the Licence,

     (d)   $150,000 with respect to the fourth Royalty Year during the term of
     the Licence,

     (e)   $200,000 with respect to the fifth Royalty Year during the term of
     the Licence, and

     (f)   $250,000 with respect to the sixth Royalty Year and each subsequent
     Royalty Year during the term of the Licence.

NOTICE has the meaning ascribed to it in 11.8,

PATENTS means all patents issued pursuant to the Patent Applications,

PATENT APPLICATIONS means, collectively, the Priority Patent Applications, the
Third Patent Application and the Related Patent Applications,


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                                      -6-


PERSON means any individual, company, body corporate, firm, limited or unlimited
liability company, partnership, syndicate, joint venture, society, association,
trust, unincorporated organisation or government authority, or any trustee,
executor, administrator or other legal representative thereof,

PRIME RATE means the actual rate of interest designated from time to time by the
Royal Bank of Canada, Main Branch, Vancouver, Canada, as its prime commercial
lending rate,

PRIORITY PATENT APPLICATIONS means the patent applications described in Schedule
A hereto, as may be supplemented or amended, and any continuation,
continuation-in-part, division, reissue or substitute application thereof,

RECIPIENT has the meaning ascribed to it in 5.1,

RECIPIENT'S AGENTS has the meaning ascribed to it in 5.1(a),

RELATED PATENT APPLICATIONS means, collectively, each

     (a)   patent application claiming a right of priority from the Priority
     Patent Applications or the Third Patent Application, and

     (b)   patent application for an Improvement,

filed in any jurisdiction, as may be supplemented or amended, and any
continuation, continuation-in-part, division, reissue or substitute application
thereof,

ROYALTY CALCULATION DATE means the earliest date on which both

     (a)   the Third Patent Application has been accepted for filing by the
     USPTO, and

     (b)   Crystal approves or is deemed to approve the test results and
     conclusions pursuant to 3.3(b),

provided, however, that if prior to January 1, 2003, or such later date as may
be agreed to in writing by the parties, the notice referred to in 3.3(b) is not
delivered to 650089 and Warwick or Crystal does not obtain access to the
necessary equipment, uncut diamond and site to perform such test, then "Royalty
Calculation Date" means the date on which the Third Patent Application is
accepted for filing by the USPTO,

ROYALTY PAYMENT has the meaning ascribed to it in 2.5(a),

ROYALTY PAYMENT PERIOD means the three month period commencing on the Royalty
Calculation Date and each subsequent three month period during the term of the
Licence,

ROYALTY RATE means,

     (a)   25% of the first $500,000 of Gross Revenues received during a Royalty
     Year,

     (b)   10% of the second $500,000 of Gross Revenues received during a
     Royalty Year, and


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                                      -7-


     (c)   5% of Gross Revenues greater than $1,000,000 received during a
     Royalty Year,

ROYALTY YEAR means, as specified, the 12 month period commencing on the Royalty
Calculation Date and each subsequent 12 month period during the term of the
Licence,

RULES has the meaning ascribed to it in 9.4,

THIRD PATENT APPLICATION means a patent application for the technology described
in Schedule B hereto, as may be supplemented or amended, and any continuation,
continuation-in-part, division, reissue or substitute application thereof,

THIRD PERSON has the meaning ascribed to it in 4.3(b), and

USPTO means the United States Patent and Trademark Office.

INTERPRETATION

1.2       In this Agreement, except as otherwise expressly provided or unless
the context  otherwise  requires,

     (a)   "this Agreement" means this Licence Agreement, including the recitals
     and schedules hereto, as may be supplemented or amended by one or more
     agreements entered into pursuant to the applicable provisions of this
     Agreement,

     (b)   a reference to a Part is to a Part of this Agreement, and the symbol
     followed by a number or some combination of numbers and letters refers to,
     the section, paragraph, subparagraph, clause or subclause of this Agreement
     so designated,

     (c)   the headings in this Agreement are inserted solely for convenience
     of reference and are not intended to interpret, define or limit the scope,
     extent or intent of this Agreement or any part of it,

     (d)   the word "including", when following any general statement or term,
     is not to be construed as limiting the general statement or term to the
     specific items or matters set forth or to similar items or matters, but
     rather as permitting the general statement or term to refer to all other
     items or matters that could reasonably fall within its broadest possible
     scope,

     (e)   a reference to currency means lawful currency of Canada,

     (f)   a reference to an entity includes any successor to that entity,

     (g)   words importing the masculine gender include the feminine or neuter,
     words in the singular include the plural, words importing a corporate
     entity include an individual and vice versa,

     (h)   a reference to "approval", "authorization" or "consent" means written
     approval, authorization or consent, and


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                                      -8-


     (i)   where any statement, representation or warranty is made "to the
     knowledge of" any Person, such Person will not be liable for a
     misrepresentation or breach of warranty by reason of the fact, state of
     facts, or circumstance in respect of which the statement, representation or
     warranty is given being untrue if such Person proves that such Person
     conducted a reasonable investigation so as to provide reasonable grounds
     for a belief that there had been no misrepresentation or breach of
     warranty.

SCHEDULES

1.3       The following schedules are incorporated into this Agreement by
reference and  are  deemed  to  form  a  part  hereof:

          Schedule A     Priority Patent Applications
          Schedule B     Third Patent Application Technology
          Schedule C     Third Person Recipients
          Schedule D     Assignment


                                     PART 2

                                    LICENCE

650089 LICENCE GRANT

2.1       650089 hereby grants to Crystal for  the  term  of  this Agreement, an
exclusive,  world-wide, royalty-bearing licence (the "LICENCE") to practise, and
license  others  to  practise,  the  650089  IP  and  the  Improvements.

RESERVED RIGHT

2.2       The parties agree that notwithstanding Crystal's exclusive rights
pursuant to the Licence, 650089 may practise the 650089 IP and the Improvements
solely for 650089's own research and development purposes; provided, however,
that any such research and development related to the Gem Identification Process
must be solely for non-commercial purposes, and the results of all such research
and development will be deemed to be Improvements and will fall within the scope
of the Licence.

SUB-LICENCE RIGHTS

2.3     Crystal  agrees  that  it  will  only  grant  sub-licences  of the right
to practise the 650089 IP and the Improvements to other Persons on the following
terms and conditions:

     (a) each sub-licence agreement will

          (i)   include confidentiality obligations on the sub-licensee at least
          as strict as those contained in this Agreement,

          (ii)  terminate upon the termination of this Agreement,


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                                      -9-


          (iii) not include the right to sub-license other Persons to practise
          the 650089 IP or the Improvements; and

          (iv)  with respect to Canada, be non-exclusive and on commercially
          reasonable terms,

     (b)   Crystal will provide 650089 with a copy of each sub-licence agreement
     within 30 days after execution of the same; and

     (c)   Crystal will report and pay royalty payments as provided by 2.5 on
     the Gross Revenues Crystal receives pursuant to such sub-licence
     agreements.

LICENCE FEE

2.4       Subject to 3.4, Crystal will pay to 650089 a $25,000 up-front licence
     fee ("LICENCE FEE") payable in the following instalments

     (a)   $5,000 upon the execution and delivery of this Agreement by 650089
     and the Aurora Parties, and

     (b)   $20,000 on the Royalty Calculation Date.

ROYALTY PAYMENTS

2.5       During the term of the Licence, and subject to 8.2 and 3.9, Crystal
will pay royalties to 650089 on the following terms and conditions:

     (a)   Crystal will pay to 650089, within 45 days after the end of each
     Royalty Payment Period during the term of the Licence, a royalty payment
     ("ROYALTY PAYMENT") equal to the Royalty Rate on the Gross Revenues
     received by Crystal during such Royalty Payment Period; provided, however,
     that until the Minimum Annual Royalty Payment for the Royalty Year in which
     such Royalty Payment Period falls has been paid in full to 650089, the
     Royalty Payment will be equal to the greater of

          (i)   the Royalty Rate on the Gross Revenues received by Crystal
          during such Royalty Payment Period, or

          (ii)   one quarter of the Minimum Annual Royalty Payment for the
          Royalty Year in which such Royalty Payment Period falls;

     (b)   each Royalty Payment will be accompanied by a report signed and
     certified as accurate and complete by the Chief Financial Officer of
     Crystal, detailing the calculation of such Royalty Payment; and

     (c)   for the purpose of calculating the Royalty Payment,


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                                      -10-


          (i)   the applicable Royalty Rate will be determined based on the
          cumulative Gross Revenues received by Crystal during the Royalty Year
          in which the relevant Royalty Payment Period falls, and

          (ii)   in no event will the total amount of Royalty Payments in
          respect of any given Royalty Year exceed the greater of

               (A)   the amount equal to the Royalty Rate on the Gross Revenues
               received by Crystal during such Royalty Year, or

               (B)   the Minimum Annual Royalty Payment for such Royalty Year,

     and Crystal will be entitled to adjust any Royalty Payment for the purposes
     of enforcing this 2.5(c)(ii).

For greater certainty and by way of example, the following table shows sample
calculations of Royalty Payments in respect of the first Royalty Year assuming
Gross Revenues that year of $750,000:

<TABLE>
<CAPTION>
                     GROSS REVENUES     ROYALTY RATE    MINIMUM   ROYALTY
                     ---------------  ----------------  --------  --------
                        RECEIVED                        ROYALTY   PAYMENT
                     ---------------                    --------  --------
<S>                  <C>              <C>               <C>       <C>

     FIRST ROYALTY   $        50,000         25%        $ 18,750  $ 18,750
     --------------
     PAYMENT PERIOD
     --------------

     SECOND ROYALTY  $        50,000         25%        $ 18,750  $ 18,750
     --------------
     PAYMENT PERIOD
     --------------

     THIRD ROYALTY   $       450,000   25% on $400,000  $ 18,750  $150,000
     --------------                    10% on $50,000   $ 18,750  $105,000
     PAYMENT PERIOD
     --------------

     FOURTH ROYALTY  $       200,000         10%           n/a*   $7,500**
     --------------
     PAYMENT PERIOD
     --------------

     TOTALS          $       750,000                              $150,000

    *  not  applicable because the Minimum Annual Royalty Payment for
    the  Royalty  Year  in which the Royalty Payment Period falls has
    already been paid in full

    ** Royalty Payment adjusted pursuant to
    2.5(c)(ii)
</TABLE>

PAYMENT OF LICENCE FEE AND ROYALTY PAYMENTS

2.6       Payment of the Licence Fee and Royalty Payments

     (a)   will be made in Canadian dollars by wire transfer or cheque to such
     bank or account as 650089 may from time to time specify in writing. Overdue
     amounts will bear interest at the Prime Rate plus 2% per annum, calculated
     monthly, not in advance, with interest on overdue interest at the same rate
     from the due date to the date of payment, and


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                                      -11-


     (b)   will be exclusive of all taxes, duties, levies, fees or charges,
     except for withholding taxes (to the extent applicable). Any tax that
     Crystal is required to withhold with respect to amounts to be paid to
     650089 will be deducted from the amount otherwise due to 650089.

BOOKS AND RECORDS

2.7       Crystal will  maintain at its principal office full and accurate books
and records in sufficient detail to enable the Royalty Payments payable by
Crystal to be determined. Upon at least three Business Days' prior notice to
Crystal, Crystal will permit 650089 and its certified public accountant to have
full access to such books and records of Crystal solely to verify and audit
compliance with the Royalty Payment provisions of this Agreement, and to make
copies of the relevant books and records at 650089's expense. 650089 and its
certified public accountant will have such access at reasonable times during
normal business hours during the term of the Licence. Crystal will reimburse
650089 for 650089's reasonable costs of each such audit where such audit
discloses underpayment by Crystal of more than 10% of the amount of Royalty
Payments owed by Crystal to 650089.


                                     PART 3

                              INTELLECTUAL PROPERTY

TITLE TO IMPROVEMENTS

3.1       As between the parties, title to the Improvements will vest in 650089,
and the Aurora Parties and Warwick hereby disclaim all rights in the
Improvements other than the exclusive use and sublicense rights granted pursuant
to the Licence.

TITLE TO CRYSTAL ARISING IP

3.2       As between the parties, title to the  Crystal Arising IP will vest in
Crystal, and 650089 and Warwick hereby disclaim all rights in the Crystal
Arising IP.

THIRD PATENT APPLICATION AND PRELIMINARY PROOF OF CONCEPT

3.3       650089 and Warwick  will

     (a)   use all commercially reasonable efforts to assist Crystal's patent
     counsel with the preparation and amendment of the Third Patent Application
     so that it is completed and ready, in the reasonable opinion of Crystal's
     patent counsel, for filing with the USPTO within 15 days following the
     Effective Date or such longer time period as is agreed to by the parties in
     writing, and

     (b)   upon five days' notice from Crystal, fully co-operate with Crystal to
     obtain preliminary proof of concept with respect to the 650089 IP by
     participating in a laboratory test to obtain an image and associated data
     of an uncut diamond using a Confocal Microscope, and providing to Crystal,
     within five Business Days after the completion


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                                      -12-


     of such test, a written report summarising the test results and
     conclusions. Within five Business Days after receipt of the report from
     650089 and Warwick, Crystal will either provide 650089 and Warwick with
     notice

          (i)   approving the test results and conclusions, or

          (ii)   rejecting the test results and conclusions and terminating this
          Agreement, provided, however, that if Crystal fails to deliver either
          notice within the specified time period, Crystal will be deemed to
          have approved of the test results and conclusions. Crystal will be
          solely responsible for obtaining access to the necessary equipment,
          uncut diamond and site to perform such test.

NON-DELIVERY

3.4       If

     (a)   the Third Patent Application is not completed and ready for filing
     with the USPTO on or before January 1, 2003, or

     (b)   prior to January 1, 2003, or such later date as may be agreed to in
     writing by the parties, the notice referred to in 3.3(b) is delivered to
     650089 and Warwick and Crystal obtains access to the necessary equipment,
     uncut diamond and site to perform such test and 650089 or Warwick fail to
     fulfil their obligations under 3.3(b),

then Crystal may terminate this Agreement.

PATENT PROSECUTION

3.5       During the term of the License 650089 and Warwick will

     (a)   at their own expense, fully co-operate with patent counsel appointed
     by Crystal and, subject to 3.7, use all commercially reasonable efforts, to
     file, and to prosecute and obtain patents issued pursuant to,

          (i)   the Priority Patent Applications and the Third Patent
          Application, and

          (ii)   Related Patent Applications, but only in those jurisdictions
          which Crystal, in its sole discretion, has elected by written notice
          to 650089, and

     (b)   execute and deliver, or cause to be executed and delivered, promptly
     on request and at the expense of Crystal all applications, power of
     attorneys, registrations and other documents as Crystal may consider
     necessary or desirable from time to time for the purpose of filing and
     prosecuting Patent Applications, obtaining Patents and registering
     Crystal's interest in Patent Applications and Patents.

PATENT MAINTENANCE

3.6       During the term of the Licence 650089 will


<PAGE>
                                      -13-


     (a)   fully co-operate with Crystal and use all commercially reasonable
     efforts, to maintain the registrations of the Patents and 650089's title
     and Crystal's interest therein, but only in those jurisdictions which
     Crystal, in its sole discretion, has elected by written notice to 650089,
     and

     (b)   execute and deliver, or cause to be executed and delivered, promptly
     on request and at the expense of Crystal all applications, power of
     attorneys, registrations and other documents as Crystal may consider
     necessary or desirable from time to time for the purpose of maintaining
     registrations in respect of the Patent Applications and the Patents.

COSTS

3.7       Crystal  will  be responsible for all costs directly related to the
filing, prosecution, issuance of patents pursuant to, and maintenance of, the
Patent Applications and Patents, but only in those jurisdictions that Crystal,
in its sole discretion, has elected by written notice to 650089; provided,
however, that if Crystal exercises any of the rights granted to it pursuant to
the Licence in respect of a jurisdiction, Crystal will be deemed to have elected
that jurisdiction for the purposes of this 3.7. Crystal may, at any time, notify
650089 of its intention to cease paying such costs for any jurisdiction, and
effective upon the date of such notice Crystal will, subject to this 3.7, be
relieved of its obligation to pay such costs. 650089 may elect to file a Related
Patent Application or maintain the Patents in any jurisdiction in respect of
which Crystal notifies 650089 of its intention not to file a Related Patent
Application or to cease paying costs, and all of Crystal's IPR in such Patents
will revert to 650089.

ENFORCEMENT BY 650089

3.8       At its sole cost and expense, 650089 may, but will not be obligated
to, take all actions, including the institution or defense of legal proceedings,
which are reasonably calculated to terminate infringements of, or otherwise to
preserve or enforce its rights with respect to, the 650089 IP and the
Improvements. 650089 will promptly notify Crystal of any suit or action
involving 650089 which directly or indirectly relates to the validity or use of
the 650089 IP or the Improvements and will, from time to time, keep Crystal
informed of the status of such suit or action. Crystal will, at its sole cost
and expense, co-operate, and not interfere, with 650089's reasonable actions
pursuant to this 3.8. Any proceeds of such actions will be retained by 650089.

ENFORCEMENT BY CRYSTAL

3.9       If 650089 fails to take, within a reasonable time, or refuses a
request by Crystal to take, any action referred to in 3.8 to preserve or enforce
its rights with respect to the 650089 IP and the Improvements, Crystal may, but
will not be obligated to, take all actions, including the institution or defense
of legal proceedings, which are reasonably calculated to terminate infringements
of, or otherwise to preserve or enforce its rights with respect to, the 650089
IP and the Improvements and will promptly notify 650089 of any suit or action
involving Crystal which directly or indirectly relates to the validity or use of
the 650089 IP or the Improvements and will, from time to time, keep 650089
informed of the status of such suit or action. 650089 will, at its sole cost and
expense, co-operate, and not interfere, with Crystal's reasonable actions
pursuant to


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                                      -14-


this 3.9. If Crystal takes such actions pursuant to this 3.9 and its business is
adversely affected, Crystal will be relieved of its obligation to make Royalty
Payments to 650089 pursuant to 2.5 with respect to Gross Revenues from the
affected jurisdiction in respect of the period during which such action is
outstanding and a final resolution has not been reached. Any proceeds of such
actions recovered by Crystal in excess of its costs of pursuing such actions,
including attorneys' fees, will be used to pay to 650089 the amount of withheld
Royalty Payments from the affected jurisdiction that would have been payable in
respect of the relevant period if this 3.9 were not applied, and any remaining
proceeds of such actions after such payment will be retained by Crystal. Nothing
in this 3.9 will affect Crystal's obligation to pay the Minimum Annual Royalty
Payments.


                                     PART 4

                                    COVENANTS

COVENANTS OF CRYSTAL

4.1       During the term of the Licence, Crystal  will,

      (a) use all commercially reasonable efforts to commercialize the 650089 IP
      and the Improvements, and

      (b) not, directly or indirectly, contest the validity of the 650089 IP,
      the Improvements, any Patent or the right, title or interest of 650089
      thereto.

COVENANT OF AURORA

4.2       Aurora  will  not  sell  or transfer its shares in Crystal during the
12 month period immediately following the Effective Date without the prior
consent of 650089.

COVENANTS OF 650089

4.3       During  the  term  of  the  Licence,  650089  will,

     (a)   promptly disclose to Crystal complete and accurate details of each
     Improvement made prior to the Effective Date and each subsequent
     Improvement as and when one is made or arises, including all technical
     information, documents, plans, blue prints and other materials and
     information relating to the Improvements, and to the extent that title to
     an Improvement does not vest in 650089, fully co-operate with Warwick to
     effect the prompt transfer of title to such Improvement to 650089,

     (b)   not, directly or indirectly, permit any Person that is not a party to
     this Agreement (a "Third Person") to practise the 650089 IP or the
     Improvements or grant a Third Person any rights to the 650089 IP, the
     Improvements, the Patent Applications or the Patents, including any
     Encumbrance,


<PAGE>
                                      -15-


     (c)   not, directly or indirectly, disclose any Confidential Information
     pertaining to the 650089 IP or the Improvements to any Third Person without
     the prior written consent of Crystal, and

     (d)   not, subject to 3.7, directly or indirectly, file or prosecute a
     Related Patent Application in any jurisdiction without the prior written
     consent of Crystal.

COVENANTS OF WARWICK

4.4     Warwick  will,

     (a)   concurrently with the execution and delivery of this Agreement,
     execute and deliver the Assignment and deliver a copy of the executed
     Assignment to Crystal,

     (b)   within 30 days immediately following the Effective Date, at his own
     or 650089's expense, execute and deliver all documents, and take all steps,
     necessary or desirable to register the transfer of the 650089 IP and the
     Improvements to 650089 pursuant to the Assignment, including registration
     of such transfer with each authority with which a Patent Application has
     been filed, and

     (c) during the term of the Licence,

          (i)   promptly disclose to Crystal complete and accurate details of
          each Improvement made by Warwick subsequent to the Effective Date as
          and when one is made or arises, including all technical information,
          documents, plans, blue prints and other materials and information
          relating to the Improvements, and to the extent that title to an
          Improvement does not vest in 650089, promptly execute and deliver all
          documents, and take all steps, necessary or desirable to effect the
          transfer of title to such Improvement to 650089,

          (ii)   not, directly or indirectly, grant a Third Person any rights to
          the 650089 IP, the Improvements, the Patent Applications or the
          Patents, including any Encumbrance,

          (iii)   not, directly or indirectly, disclose any Confidential
          Information pertaining to the 650089 IP or the Improvements to any
          Third Person without the prior written consent of Crystal, and

          (iv)   not, subject to 3.7, directly or indirectly, file or prosecute
          a Related Patent Application in any jurisdiction in his own name or
          without the prior written consent of Crystal.


<PAGE>
                                      -16-


                                     PART 5

                                 CONFIDENTIALITY
NON-DISCLOSURE

5.1       Each party (the "RECIPIENT") that  receives Confidential Information
disclosed to it by the disclosing party (the "DISCLOSING PARTY")

     (a)   must hold and keep, and must ensure that each of its directors,
     officers, employees and agents (collectively, the "RECIPIENT'S AGENTS")
     hold and keep, the Confidential Information in confidence for the
     Disclosing Party,

     (b)   must not, and must ensure that the Recipient's Agents will not,
     directly or indirectly, disclose, use, reproduce, deal with or otherwise
     exploit the Confidential Information or permit it to be disclosed, used,
     reproduced, dealt with or otherwise exploited, except to the extent
     necessary for the exercise by the Recipient of its rights under this
     Agreement,

     (c)   must disclose the Confidential Information only to those of the
     Recipient's Agents that have a definable need to know such information in
     connection with the exercise of the Recipient's rights under this
     Agreement, and who are informed of the confidential nature of such
     information, and

     (d)   must, and must ensure that each of the Recipient's Agents will,
     protect the Confidential Information of the Disclosing Party against
     wrongful disclosure, misuse, espionage and theft.

EXCEPTIONS

5.2       This Agreement imposes no obligation on the Recipient with respect to
     Confidential Information of the Disclosing Party,

     (a)   that is or becomes public knowledge through no fault of the Recipient
     or the Recipient's Agents,

     (b)   that was legitimately possessed by the Recipient or the Recipient's
     Agents before its disclosure by the Disclosing Party to the Recipient as
     evidenced by prior written records,

     (c)   that is independently obtained by the Recipient or the Recipient's
     Agents from a source that was not, at the relevant time, prohibited from
     disclosing it to the Recipient under any legal, contractual or fiduciary
     obligation,

     (d)   that is the same as information that is developed by the Recipient or
     the Recipient's Agents independently without reference to the Confidential
     Information of the Disclosing Party as evidenced by prior written records,

     (e)   that, subject to Sec.5.3, is required to be disclosed by applicable
     law, regulation, policy or legal process, or


<PAGE>
                                      -17-


     (f)   to the extent and in the manner approved by the Disclosing Party in
     writing.

LEGAL REQUIREMENT TO DISCLOSE

5.3       If  the Recipient or any of  the  Recipient's  Agents is required by
applicable law, regulation or legal process to disclose any of the Confidential
Information of the Disclosing Party, the Recipient will notify the Disclosing
Party promptly so that the Disclosing Party may seek a protective order or other
appropriate remedy or waive compliance with the terms of this Agreement. If no
such protective order or other remedy is obtained or the Disclosing Party does
not waive compliance with the terms of this Agreement, the Recipient or the
Recipient's Agent

     (a)   will furnish only that portion of the Confidential Information of the
     Disclosing Party which the Recipient is advised by counsel is legally
     required to be disclosed, and

     (b)   will exercise reasonable efforts to obtain reliable assurances that
     confidential treatment will be accorded such Confidential Information.

REASONABLE RESTRICTIONS

5.4       Each party acknowledges  the  competitive and technical value, and the
sensitive and confidential nature of the other party's Confidential Information
and agrees that monetary damages alone may be inadequate to protect the other
party's interests against any actual or threatened breach of this Agreement.
Accordingly, each party consents to the granting of specific performance and
injunctive or other equitable relief to the other party in respect of any actual
or threatened breach of this Agreement, without proof of actual damages.

SURVIVAL OF COVENANTS

5.5       The covenants and agreements set forth in this Part 5 are separate and
distinct covenants and agreements and will be enforceable with respect to the
Confidential Information received from the Disclosing Party, whether prior to or
after the date of this Agreement, and will survive the termination of this
Agreement.


                                     PART 6

                                 NON-COMPETITION

NON-COMPETITION BY 650089 AND WARWICK

6.1       650089 and Warwick will not, and will ensure that their Affiliates
will not, directly or indirectly, compete with the Aurora Parties in the
provision of products or services related to the Gem Identification Process and
will not, directly or indirectly, license or sell technology or provide products
related to the Gem Identification Process to any Third Person (collectively, the
"EXCLUSIVE SERVICES OR PRODUCTS") where such Third Person will utilize the
Exclusive Services or Products directly or indirectly, in connection with the
provision of products or services for the identification of gems, including
diamonds. This non-competition provision will be in full force and effect for as
long as this Agreement is in effect.


<PAGE>
                                      -18-


EQUITABLE RELIEF

6.2       650089 and Warwick acknowledge that the restrictions contained in this
Part 6 are reasonable for the protection of the legitimate business interests of
the Aurora Parties and agree that monetary damages alone will not be adequate to
protect the Aurora Parties' interests against any actual or threatened breach of
Sec.6.1. Accordingly, 650089 and Warwick consent to the granting of specific
performance and injunctive or other equitable relief to the Aurora Parties in
respect of any actual or threatened breach of Sec.6.1, without proof of actual
damages.


                                     PART 7

                         WARRANTIES AND REPRESENTATIONS

650089  AND  WARWICK  WARRANTIES  AND  REPRESENTATIONS

7.1       650089 and Warwick represent and warrant to the Aurora Parties that as
at the Effective Date,

     (a)   650089 is duly incorporated and is validly existing and in good
     standing under the laws of British Columbia,

     (b)   650089 has all necessary legal and corporate power, authority and
     capacity to execute and deliver this Agreement and to perform its
     obligations hereunder and to grant the Licence to Crystal free and clear of
     all Encumbrances and this Agreement constitutes a valid and binding
     obligation of 650089,

     (c)   650089 owns the 650089 IP and the Improvements free and clear of all
     Encumbrances,

     (d)   Warwick is the only inventor of the 650089 IP and the Improvements,

     (e)   650089 and Warwick have no knowledge of any actual or alleged
     infringement, misuse or other violation by any Person of the 650089 IP or
     the Improvements or of any requirement to license any third party IPR in
     order to practise the 650089 IP or Improvements as contemplated in this
     Agreement,

     (f)   to the knowledge of 650089 and Warwick, the 650089 IP and the
     Improvements do not infringe upon the IPR of any Third Person,

     (g)   650089 and Warwick are not parties to, bound by or subject to any
     indenture, mortgage, lease, agreement, instrument, statute, regulation,
     order, judgment, decree or law which would be violated, contravened or
     breached by or under which any default would occur as a result of the
     execution and delivery by 650089 and Warwick of this Agreement or the
     performance by 650089 and Warwick of any of the terms hereof,


<PAGE>
                                      -19-


     (h)   650089 and Warwick have no obligations to obtain any authorization,
     consent or approval from any Third Person in order to enter into this
     Agreement and to perform their obligations and covenants hereunder, and

     (i)   Schedule C contains a complete and accurate list of all Third Persons
     with whom 650089 or Warwick have entered into a confidentiality or similar
     agreement relating to the 650089 IP or the Improvements.

AURORA PARTIES' WARRANTIES AND REPRESENTATIONS

7.2       The Aurora Parties represent  and  warrant  to  650089 that as at the
Effective Date,

     (a)   Crystal is duly incorporated and is validly existing and in good
     standing under the laws of British Columbia,

     (b)   Aurora is duly incorporated and is validly existing and in good
     standing under the laws of the British Virgin Islands,

     (c)   each Aurora Party has all necessary legal and corporate power,
     authority and capacity to execute and deliver this Agreement and to perform
     their obligations hereunder and this Agreement constitutes a valid and
     binding obligation of each Aurora Party,

     (d)   each Aurora Party is solvent and has not committed an act of
     bankruptcy, proposed a compromise or arrangement to its creditors
     generally, had any petition in bankruptcy held against it, made a voluntary
     assignment in bankruptcy or taken any proceedings to be declared bankrupt,
     to liquidate its assets or to be dissolved,

     (e)   neither Aurora Party is a party to, bound by or subject to any
     indenture, mortgage, lease, agreement, instrument, statute, regulation,
     order, judgment, decree or law which would be violated, contravened or
     breached by or under which any default would occur as a result of the
     execution and delivery by the respective Aurora Party of this Agreement or
     the performance by the respective Aurora Party of any of the terms hereof,
     and

     (f)   neither Aurora Party has an obligation to obtain any authorization,
     consent or approval from any Third Person in order to enter into this
     Agreement and to perform its obligations and covenants hereunder.


                                     PART 8

                                    REMEDIES

650089 REMEDY

8.1       If Crystal's ability to continue  the  use  of  the 650089 IP or the
Improvements is adversely affected by a claim that the use by Crystal of the
650089 IP or the Improvements in accordance with this Agreement constitutes an
infringement in any given jurisdiction by Crystal


<PAGE>
                                      -20-


of the IPR of a Third Person, at Crystal's request, 650089 may, at 650089's cost
and in its sole discretion, either,

     (a)   use all commercially reasonable efforts to obtain such rights and
     licenses as may be necessary to enable Crystal to continue the use of the
     650089 IP and the Improvements, or

     (b)   if commercially reasonable to do so, modify the 650089 IP or the
     Improvements so as to make it non-infringing.

CRYSTAL REMEDY

8.2       If

     (a)   650089 refuses a request by Crystal to fulfil either Sec.8.1(a) or
     Sec.8.1(b), or 650089 fails to fulfil either Sec.8.1(a) or Sec.8.1(b)
     within one month after such a request or Crystal's ability to continue the
     use of the 650089 IP or the Improvements is adversely affected by a claim
     asserting the invalidity of any of the 650089 IP or the Improvements in any
     given jurisdiction, then

          (i)   Crystal will be relieved of its obligation to make Royalty
          Payments to 650089 pursuant to Sec.2.5 with respect to Gross Revenues
          from the affected jurisdiction in respect of the period during which
          Crystal's ability to continue the use of the 650089 IP or the
          Improvements is adversely affected,

          (ii)   the amount of the Minimum Annual Royalty Payment will be
          reduced proportionately by the percentage of the total Gross Revenues
          received up to the date that Crystal makes its request under Sec.8.1
          or the claim asserting invalidity is made (whichever is applicable)
          that are received from the affected jurisdiction, in respect of the
          period during which Crystal's ability to continue the use of the
          650089 IP or the Improvements is adversely affected, and

          (iii)  Crystal will be entitled to terminate this Agreement, and

     (b)   any of the Patents are invalidated in any given jurisdiction and as a
     result the business of Crystal is adversely affected, then

          (i)   Crystal will be permanently relieved of its obligation to make
          Royalty Payments to 650089 pursuant to Sec.2.5 with respect to Gross
          Revenues from the affected jurisdiction,

          (ii)   the amount of the Minimum Annual Royalty Payment will be
          permanently reduced proportionately by the percentage of the total
          Gross Revenues received up to the date that Crystal makes its request
          under Sec.8.1 or the claim asserting invalidity is made (whichever is
          applicable) that are received from the affected jurisdiction, and

          (iii)  Crystal will be entitled to terminate this Agreement.


<PAGE>
                                      -21-


LIABILITY LIMITED

8.3       The aggregate liability of any  party  for  damages  for  any  cause
whatsoever, regardless of the form of action, whether in contract or in tort,
including negligence, that accrues during the term of this Agreement, will not
exceed, in any instance, an amount equal to the total amount of all licence fees
and Royalty Payments paid by Crystal to 650089 under the Licence as at the time
that the liability is finally established by agreement of the parties, by
arbitration or by the courts, as applicable, and the liability will be limited
to direct damages suffered by the party, and no party will be liable to another
party for any special, indirect or consequential damages, including lost
profits, lost revenues, failure to realize expected savings, or other commercial
or economic losses of any kind.


                                     PART 9

                               DISPUTE RESOLUTION

INITIATION OF PROCESS

9.1       If, at any time,  there  is  a  dispute, controversy or claim (each a
"DISPUTE") among the parties with respect to any matter arising out of or
relating to this Agreement, then the party to the Dispute that wishes to
initiate a resolution of the Dispute must give notice to each other party to the
Dispute outlining the nature of the Dispute and the resolution proposed by the
claimant and requiring that such Dispute be resolved pursuant to this Part 9.

REFERRAL TO EXECUTIVE OFFICER

9.2       If notice is given pursuant to Sec.9.1, each party to the Dispute will
designate one of its senior officers, and in the case of Warwick himself or his
agent (each an "EXECUTIVE OFFICER"), to initiate discussions with a view to
settling the Dispute.

DECISION BINDING

9.3       A resolution reached by such Executive Officers and communicated by
them in writing to the parties to the Dispute will be binding on such parties
and will be implemented.

SUBMISSION TO ARBITRATION

9.4       If a Dispute is not resolved among the parties within 30 days (or such
longer period as is agreed to in writing by the parties to the Dispute) after
the date of the notice pursuant to Sec.9.1, any party to the Dispute will be
entitled to refer the Dispute to arbitration in accordance with the domestic
arbitration rules of the British Columbia International Commercial Arbitration
Centre (collectively, the "RULES") as modified by the provisions herein. The
Dispute will be submitted to one arbitrator in accordance with the Rules.


<PAGE>
                                      -22-


PLACE OF ARBITRATION

9.5       The arbitration will take place in the English language in Vancouver,
British Columbia.

ACCEPTANCE AND IMPLEMENTATION

9.6       Each party will accept as final and binding and proceed in good faith
diligently to implement the award or decision of the arbitrator.

LEGAL PROCEEDINGS

9.7       A legal proceeding commenced  by  a  party  in respect of an issue or
Dispute that may be arbitrated under this Agreement,

     (a)   will be stayed until the time during which an arbitration may be
     initiated has expired or, if an arbitration is initiated, a decision on the
     arbitration is delivered or the arbitration process has otherwise ended,
     and

     (b)   will be discontinued following the award or decision of the
     arbitrator on the arbitration unless the award or decision concludes the
     arbitration and the Dispute remains unresolved.

EXCLUSIONS

9.8       This Part 9 will not apply to any action under Part 5 or Part 6 or for
     the grant of injunctions, restraining orders, specific performance or
     similar remedies.


                                     PART 10

                                   TERMINATION

     TERMINATION BY THE PARTIES

10.1      This  Agreement  may  be  terminated,

     (a)   by 650089 or Warwick forthwith by written notice to the Aurora
     Parties

          (i)   if Aurora is the subject of the circumstances described in
          Sec.(b) or Sec.(c) of the definition of an Event of Default,

          (ii)  if Crystal is the subject of an Event of Default, or

          (iii) if Crystal fails to develop a Commercial Embodiment within 30
          months immediately following the Royalty Calculation Date,

     (b)   by Crystal forthwith by written notice to 650089 and Warwick as
     provided in Sec.3.3(b)(ii), Sec.3.4 or Sec.8.2, or


<PAGE>
                                      -23-


     (c)   by either of the Aurora Parties

          (i)   forthwith by written notice to 650089 and Warwick if 650089 or
          Warwick is the subject of an Event of Default, or

          (ii)   by six months' written notice to 650089 and Warwick any time
          after the six month anniversary of the Royalty Calculation Date,

and any such termination will be without prejudice to any other rights or
remedies then available to the party terminating this Agreement.

EFFECT OF TERMINATION

10.2      Upon  termination  of  this  Agreement

     (a)   all Crystal's IPR in the 650089 IP and the Improvements will revert
     to 650089 and Crystal will immediately cease all use of the 650089 IP and
     the Improvements and the Aurora Parties will immediately cease all use of
     650089's and Warwick's Confidential Information and at 650089's and
     Warwick's option, either return to 650089 and Warwick respectively, or
     destroy, all of 650089's and Warwick's respective Confidential Information
     in their possession or under their control and provide to 650089 and
     Warwick a certificate of a senior officer of each of the Aurora Parties
     certifying such return or destruction,

     (b)   650089 and Warwick will immediately cease all use of the Aurora
     Parties' Confidential Information and at the Aurora Parties' option, either
     return to the Aurora Parties, or destroy, all of the Aurora Parties'
     Confidential Information in their possession or under their control and
     provide to the Aurora Parties a certificate of Warwick and a senior officer
     of 650089 certifying such return or destruction, and

     (c)   all Royalty Payments, including, if applicable, pro-rated Minimum
     Annual Royalty Payments, accrued pursuant to Sec.2.5 as at the effective
     date of the termination of this Agreement will become due and payable by
     Crystal within one month after such effective date and Crystal's obligation
     to pay 650089 such accrued Royalty Payments will survive the termination of
     this Agreement.


                                     PART 11

                                     GENERAL

AMENDMENTS

11.1      This Agreement may  not be amended except by an instrument in writing
duly executed by the parties hereto.


<PAGE>
                                      -24-


FURTHER ASSURANCES

11.2      The parties will execute and deliver, and where necessary, will cause
to be executed and delivered, such further agreements and other documents and do
such  further  acts  and  things  as  another  party  may  reasonably request to
evidence,  carry  out or give full force and effect to the provisions and intent
of  this  Agreement.

PRIOR AGREEMENTS SUPERSEDED

11.3      This Agreement  supersedes  all  previous  agreements, communications,
expectations,  negotiations, representations and understandings, whether oral or
written,  express  or  implied, statutory or otherwise, among the parties hereto
with  respect to the subject matter of this Agreement.  Nothing in this Sec.11.3
will  limit  or  restrict  the  effectiveness  and validity of any document with
respect  to  the subject matter of this Agreement that is executed and delivered
contemporaneously  with  or  pursuant  to  this  Agreement.

NON-ASSIGNMENT

11.4      This Agreement and the rights, duties and obligations hereunder may
not be assigned by any party without the express written consent of the other
parties.

APPLICABLE LAW

11.5      This Agreement  will  be  exclusively governed by, and interpreted and
construed in accordance with, the laws prevailing in the Province of British
Columbia.

ATTORNMENT

11.6      The parties  irrevocably  and  unconditionally attorn to the exclusive
jurisdiction of the courts of British Columbia and all courts having appellate
jurisdiction thereover and agree that any proceeding commenced or maintained in
respect of or arising as a consequence of this Agreement may be commenced or
maintained in such of these courts as is appropriate; provided, however, that
nothing herein will affect a party's right to record and enforce in any
jurisdiction outside of British Columbia a judgment or award that is entered or
granted by a British Columbia court or a court having appellate jurisdiction
thereover or an award or decision that is made by an arbitrator pursuant to an
arbitration conducted under Part 9.

EXPENSES AND OTHER PAYMENTS

11.7      Each of  the  parties will bear its own costs and expenses incurred in
connection with the preparation, execution and delivery of this Agreement.

NOTICES

11.8      Every notice, request, demand, direction or other communication (each,
for the purposes of Sec.11.8, Sec.11.9 and Sec.11.10, a "NOTICE") required or
permitted to be given pursuant to this Agreement must be in writing in the
English language and must be delivered by hand


<PAGE>
                                      -25-


(including courier service) or transmitted by facsimile or other similar form of
written transmission by electronic means, in each case addressed as follows:

     (a)  if to 650089 or Warwick at:
          1375 Park Drive
          Vancouver, British Columbia
          V6P 2K4

          Fax:        (604) 689-0299
          Attention:  Malcolm Warwick

     (b)  if to Crystal at:
          Suite 1505 - 1060 Alberni Street
          Vancouver, British Columbia
          V6E 4K2

          Fax:        (604) 687-4709
          Attention:  President

     (c)  if to Aurora at:
          2055 South Ingalls Way
          Lakewood, Colorado
          U.S.A. 80227-2515

          Fax:        (303) 936-0333
          Attention:  J.A.A. James

or to such other address or transmission receiving station as is specified by
the particular party by Notice to the others.

DEEMED RECEIPT

11.9      Any Notice  delivered or sent as aforesaid will be deemed conclusively
to have been effectively given and received on the day such Notice was delivered
or sent as aforesaid if it was delivered or sent on a day that was a Business
Day or on the next day that is a Business Day if it was delivered or sent on a
day that was not a Business Day.

CHANGE OF ADDRESS

11.10      Each party  hereto  may  at any time, by Notice to the other parties,
change  its  address  to  some no less convenient address and will so change its
address  whenever  its  address  ceases  to  be  suitable  for delivery by hand.


<PAGE>
                                      -26-


NO WAIVER

11.11     Failure  by any party hereto to insist in any instance upon the strict
performance of any covenant contained herein will not be construed as a waiver
or relinquishment of such covenant, and no consent or waiver, express or
implied, by any party to, or of any breach or default by another party of, any
or all of its obligations under this Agreement will,

     (a)   be valid unless it is in writing and stated to be a consent or waiver
     pursuant to this Sec.11.11,

     (b)   be relied upon as a consent to or waiver of any other breach or
     default of the same or any other obligation,

     (c)   constitute a general waiver under this Agreement, or

     (d)   eliminate or modify the need for a specific consent or waiver
     pursuant to this Sec.11.11 in any other or subsequent instance.

SEVERABILITY

11.12     If  any  provision  of  this Agreement is at any time unenforceable or
invalid for any reason it will be severable from the remainder of this Agreement
and, in its application at that time, this Agreement will be construed as though
such provision was not contained herein and the remainder will continue in full
force and effect and be construed as if this Agreement had been executed without
the invalid or unenforceable provision.

NO PARTNERSHIP

11.13     Nothing  herein  will  or  will be deemed to create any partnership or
joint venture between the parties hereto or to give any party any right or
authority to act as the agent of or to pledge the credit of the other party.

SURVIVAL

11.14     All  rights  and  obligations  of  the  parties  occurring  before the
effective date of termination of this Agreement and all rights and obligations
expressly stated to continue after, or accrue as a result of, such termination
are separate and distinct rights and obligations binding on the parties, will
survive its termination and will continue in full force and effect and nothing
herein will affect the enforceability of such provisions. For greater certainty,
the termination of this Agreement will not affect the rights and obligations of
any party under Sec.3.1, Sec.3.2, Part 5 and Part 11.

ENUREMENT

11.15     This  Agreement and the provisions hereof will enure to the benefit of
and be binding upon the parties hereto and their respective successors and
permitted assigns.


<PAGE>
                                      -27-


COUNTERPARTS

11.16     This  Agreement  may  be  executed  in  any number of counterparts, in
original form or by facsimile, each of which will together, for all purposes,
constitute one and the same instrument, binding on the parties, and each of
which will together be deemed to be an original, notwithstanding that all of the
parties are not signatories to the same counterpart.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
Effective Date.


650089 B.C. LTD.

By:     /s/ M. Warwick
        --------------

Its:    President
        ---------

MALCOLM WARWICK

        /s/ M Warwick
        -------------

CRYSTAL CODING INC.

By:     /s/ John A.A. James
        -------------------

Its:    Authorized Representative
        -------------------------

AURORA METALS (BVI) LIMITED

By:     /s/ John A.A. James
        -------------------

Its:    President and director
        ----------------------

By:     __________________________

Its:    __________________________


<PAGE>
                                   SCHEDULE A

                          PRIORITY PATENT APPLICATIONS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                                                    APPLICATION    APPLICATION
TITLE                                              JURISDICTION    SERIAL NUMBER   FILING DATE
-----------------------------------------------------------------------------------------------
<S>                                              <C>               <C>            <C>

Method and Apparatus for Identifying             United States of
Gemstones                                        America              10/159,791  May 29, 2002
-----------------------------------------------------------------------------------------------
Two Dimensional Identification Code
Structure for use on a Plurality of Objects and
Method of Identification of Objects Applying     United States of
the Code                                         America              10/173,553  June 15, 2002
-----------------------------------------------------------------------------------------------
</TABLE>




<PAGE>
                                   SCHEDULE B

                       THIRD PATENT APPLICATION TECHNOLOGY

Linear micro-encoding technology that enables the conversion of lines, symbols
or logos into databases and allows information to be encoded onto letters,
numbers or symbols.





<PAGE>
                                   SCHEDULE C

                             THIRD PERSON RECIPIENTS

                                   Ron Simmer
                                   Asaph Warwick
                                   Brian Kathler
                                   Douglas Turnbull
                                   Doug Forster
                                   Richard Whittall
                                   Ken Miller
                                   Yvonne Petkovic
                                   Bruce M. Green
                                   Martin Irving
                                   Brian Cawley
                                   Lee Groat
                                   Simon Warwick
                                   Stephen Ben-Oliel
                                   Bill McGraquay
                                   Cliff Kushler





<PAGE>
                                   SCHEDULE D

                                   ASSIGNMENT

The undersigned, MALCOLM WARWICK, a Canadian resident residing at 1375 Park
Drive, Vancouver, British Columbia, Canada V6P 2K4, for good and valuable
consideration, the receipt of which is hereby acknowledged, do hereby sell,
transfer and assign unto 650089 B.C. LTD., a British Columbia company having an
office at 1375 Park Drive, Vancouver, British Columbia, Canada V6P 2K4, all
right, title and interest of the undersigned throughout the world, in and to the
inventions which are the subject of

1.   the United States patent application 10/159,791 entitled "Method and
     Apparatus for Identifying Gemstones" and filed on May 29, 2002,

2.   the United States patent application 10/173,553 entitled "Two Dimensional
     Identification Code Structure for use on a Plurality of Objects and Method
     of Identification of Objects Applying the Code" and filed on June 15, 2002,
     and

3.   a United States patent application to be drafted with respect to linear
     micro-encoding technology that enables the conversion of lines, symbols or
     logos into databases and allows information to be encoded onto letters,
     numbers or symbols,

and to all corresponding right, title and interest in and to any continuation,
continuation-in-part, division, reissue or substitute application thereof and
any patent(s) which have been or may be granted therefor and all existing and
future updates, modifications, enhancements and improvements to such inventions.

SIGNED at Vancouver, British Columbia, Canada on November 22, 2002

MALCOLM WARWICK

/s/ M Warwick
---------------------------


                            CERTIFICATE OF EXECUTION

Before me this November 22, 2002 personally appeared Malcolm Warwick known to me
to be the person who executed the above-written assignment, and who acknowledged
that  such  assignment  was  executed  for  the  purposes  therein  expressed.

NOTARIAL SEAL

                                     /s/ signature illegible
                                     -------------------------------------
                                     A Notary Public in and for British Columbia


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