EXHIBIT "A"


                               SYNDICATE AGREEMENT

MEMORANDUM OF AGREEMENT made as of the 1st day of December, 1998.

BETWEEN:  LLOYD FRIZZELL, a geologist, having an office at 1332 NW,Conklin Ave.,
          Grants Pass, Oregon, 97526 (hereinafter called "Frizzell")

                                       and

          DAVID N. VALLANDIGHAM, a prospector, having an office at 203 Southwest
          "G" Street,  Suite A, Grants Pass,  Oregon,97526  (hereinafter  called
          "Vallandigham")

                                       and

          RICHARD M. DAY, an  attorney  at law,  having an office at 10 Exchange
          Place,  Suite 710, Salt Lake City,  Utah,  84111  (hereinafter  called
          "Day")

                                       and

          GEMEXPORT   LIMITED,   an   international    investment    corporation
          incorporated  under  the laws of  Barbados,  and  having  an office at
          Stevmar House,  Rockley,  Christ Church,  Barbados (hereinafter called
          "Gemexport")

     WHEREAS the parties  hereto have agreed to form a syndicate  to be known as
the TAB 99 Syndicate (the "Syndicate") for the purpose of staking certain mining
claims in the States of Oregon and California with a view to vending them in due
course to a mining exploration company;

     AND WHEREAS the parties  hereto wish to set forth the terms and  conditions
of their participation in the Syndicate;

     NOW  THEREFORE IN  CONSIDERATION  of the mutual  covenants  and  agreements
herein  contained  and other good and  valuable  consideration,  this  Agreement
witnesses as follows:

     1.   The Syndicate shall be named the TAB 99 Syndicate.

     2.   Frizzell agrees to provide technical advice to the Syndicate as to the
          location of the claims to be staked.

     3.   Vallandigham  agrees to supervise  the claim  staking and recording of
          the claims with the appropriate agencies.

     4.   Day agrees to use his best efforts to identify  prospective  purchaser
          of the claims and to negotiate a sale on behalf of the Syndicate.

<PAGE>


                                       2

     5.   Gemexport agrees to pay the costs of staking and recording the claims,
          including the necessary deposits.

     6.   The parties hereto agree that  ownership in the Syndicate  shall be by
          way of Units totaling 24 and that in consideration of their respective
          contributions  the parties shall receive the number of Units set forth
          below opposite their names:

                                                     Units
                                                     -----
                                   Frizzell            1
                                   Vallandigham        1
                                   Day                 2
                                   Gemexport          20
                                                    ----
                                                      24
                                                    ====

     7.   It is agreed  that the claims  shall be staked an recorded in the name
          of  Frizzell  who  shall  hold them in trust  for the  Syndicate,  the
          members of which shall own  interests in the claims in  proportion  to
          the Units they hold.

     8.   Upon the claims  having been sold and  transferre  to the purchaser by
          the  Syndicate,  the proceeds of the sale shall be  distributed to the
          members of the Syndicate in proportion to the number of Units held and
          this Agreement shall terminate.

     9.   All notices,  requests or demands to or upon the parties  hereto shall
          be in  writing  and  delivered  or sent  by  registered  mail  postage
          prepaid, by delivery or by facsimile  transmission  addressed,  to the
          parties  respective  addresses set out below, or to such other address
          as may be  specified  by one of the  parties  hereto to the others and
          notice given in the manner herein provided.

     10.  The address of the Syndicate shall be:

                                            TAB 99 Syndicate
                                            c/o Mr. Lloyd Frizzell
                                            1332 NW Conklin Avenue
                                            Grants Pass, OR 97526

     11.  The addresses of the members are:

                                            Lloyd Frizzell
                                            1332 NW Conklin Avenue
                                            Grants Pass, OR 97526

                                            David N. Vallandigham
                                            710 Upper Powell Road,
                                            Williams, OR 97544

                                            Richard M. Day
                                            10 Exchange Place, Suite 525
                                            Salt Lake City, Utah 84111
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                                       9

                                            Gemexport Limited
                                            c/o Stevmar Corporate Services Ltd.
                                            Stevmar House, Rockley,
                                            Christ Church, Barbados

     12.  This agreement  shall  terminate  December 31, 2002 unless extended by
          mutual consent.  The parties hereto undertake and agree to execute and
          deliver  such  further and other  assurances  and  documents as may be
          necessary to carry out the  intention and give effect to all the terms
          and conditions of this Agreement.

     13.  This Agreement may be altered or amended in any of its provisions when
          any such  changes  are  reduced  to  writing  and signed by all of the
          parties hereto, but not otherwise.

     14.  Time shall be of the  essence of this  Agreement.

     15.  The  contract  created  under  this  Agreement  and the  rights of the
          parties  hereunder  shall be governed by and construed and enforced in
          accordance  with the laws of the State of Oregon.  Each of the parties
          hereto  irrevocably  attorns to the  jurisdiction of the courts of the
          State of Oregon.

     16.  No  provision of this  agreement  shall be deemed  waived  unless such
          waiver is in writing.  Any waiver of any default  committed  by any of
          the parties hereto in the observance of the performance of any part of
          this Agreement shall not extend to or be taken in any manner to affect
          any other default.

     17.  This  Agreement  shall enure to the benefit of an be binding  upon the
          successors of the parties hereto.  This Agreement is not assignable by
          any party  hereto  without the express  written  consent of all of the
          other parties.


IN WITNESS  WHEREOF the parties have executed  this  Agreement as of the day and
year first above written.

/s/ Lloyd Frizzell                                /s/ David N. Vallandigham
------------------------------                    ------------------------------
LLOYD FRIZZELL                                    DAVID N. VALLANDIGHAM


/s/ Richard M. Day
------------------------------                    GEMEXPORT LIMITED
RICHARD M. DAY

                                                  Per: /s/ ILLEGIBLE
                                                     ---------------------------
                                                        Director