TAB 99 ASSIGNMENT AGREEMENT

THIS AGREEMENT MADE as of the 18th day of January A. D. 1999.

BETWEEN:  The TAB 99 SYNDICATE comprising Lloyd Frizzell of Grants Pass, Oregon,
          David  Vallandingham  of  Williams,  Oregon,  Richard Day of Salt Lake
          City,   Utah,  and  Gemexport   Limited  an   international   business
          corporation incorporated under the laws of Barbados,  having an office
          at the City of Grants Pass,  Oregon,  U.S.A.  (hereafter  collectively
          called "the Assignor")

                                OF THE FIRST PART

                                      -and-

          THE AMERICAS MINING CORPORATION, a body incorporated under the laws of
          the State of Utah,  U.S.A.,  and  having an office at Salt Lake  City,
          Utah, U.S.A. (herein after called "the Assignee")

                               OF THE SECOND PART

     WHEREAS the Assignor is the beneficial owner of the following mining claims
recorded in the name of Lloyd Frizzell:

          The TAB 99-1 through TAB 99-16 and TAB 99-25 claims  located in Sec 15
          Twp 41S Rng 9W of Willamette  Meridian,  Josephine County,  Oregon and
          TAB 99-17  through TAB 99-24 and TAB 99-26  through  TAB 99-31  claims
          located  in Twp 18N Rng 4E of  Humbolt  Meridian,  Del  Norte  County,
          California (hereinafter called the "Claims")

by virtue of a syndicate  agreement  dated December 1, 1998 (attached  hereto as
Exhibit  "A" and  made a part  hereof  and  hereinafter  called  the  "Syndicate
Agreement.")

     AND  WHEREAS  the  Assignor  has agreed to assign to the  Assignee  and the
Assignee  has agreed to purchase  the  Assignor's  interest in the Claims on the
terms and conditions hereinafter set forth.

     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of
one dollar now paid by the Assignee to the Assignor  (receipt of which is hereby
acknowledged by the Assignor) and of the covenants and agreements of the parties
hereto hereinafter set forth, the parties hereto do hereby covenant and agree as
follows:

TRANSFER OF INTEREST

1.1 The Assignor  hereby sells,  assigns,  transfers and conveys to the Assignee
all of its  interest in the Claims to have and to hold the same,  together  with
all benefit and advantage to be derived therefrom.
<PAGE>


1.2 The Assignee hereby purchases and accepts from the Assignor all its interest
in the Claims.

1.3 The  Assignor  does not  purport to convey and does not  warrant  any better
title to the Claims  hereby  assigned  than it now has or is entitled to receive
but  warrants  and  represents  to the Assignee  that it has not  encumbered  or
alienated any of its interest in the Claims conveyed hereunder.

ASSIGNOR'S COVENANTS

2.1 The Assignor  covenants and agrees with the Assignee that the Assignee shall
have all the rights of the  Assignor  with  respect  to the  Claims and  without
limiting the  generality of the  foregoing,  shall have the right to explore and
mine the properties contained within the Claims.

2.2 The Assignor  consents and agrees with the Assignee that it shall  indemnify
and save  harmless the Assignee  from and against all claims,  causes of action,
suits and  demands  by any person or persons  with  respect to the Claims  which
arise or may  arise as a result  of or in any  manner  connected  with an act or
omission occurring prior to the date of this agreement.

ASSIGNOR'S REPRESENTATIONS

3.1 The Assignor  represents and warrants that, as of the date of this agreement
the Claims are duly recorded and are in good standing.

3.2 The Assignor  represents and warrants that the assignment  contained  herein
does not contravene or result in a breach of the Syndicate Agreement.

ASSIGNEE'S COVENANTS

4.1  The  Assignee   covenants  and  agrees  that  it  shall,  as  part  of  the
consideration for the within assignment issue common shares of its capital stock
as now  constituted  to the members of the TAB 99  Syndicate  in the amounts set
forth below opposite their names:

                  Name                         Number of Shares
                  ----                         ----------------
                  Lloyd Frizzell                    100,000
                  David Vallandingham               100,000
                  Richard Day                       200,000
                  Gemexport Limited               2,000,000

4.2 The Assignee covenants and agrees with the Assignor that it shall assume the
Assignor's  obligations and burdens under the Claims and that it shall indemnity
and save  harmless the Assignor  from and against all claims,  causes of action,
suits and demands by any person or persons with respect to the Claims.

MUTUAL CONVENANTS

5.1 The parties  hereto  mutually  agree and  covenant to exchange  all relevant
information  concerning the Claims and the Syndicate Agreement in order that the
provisions of the Claims and  Syndicate  Agreements be complied with and further
agree that if the Assignee has received
<PAGE>


notice of a default and fails to remedy or dispute such default within 5 days of
receipt of the said notice  then the  Assignor  may, at the sole  expense of the
Assignee, remedy or dispute such default.

MISCELLANEOUS

6.1 This agreement  shall be governed and construed in accordance  with the laws
of the State of Oregon.

6.2 This agreement shall enure to the benefit of and be binding upon the parties
hereto,  their  respective  heirs,  executors,  administrators,  successors  and
assigns.

6.3 The parties  hereto agree to do such further and other acts and execute such
further and other documents as may be necessary to carry out the true intent and
meaning of this Agreement.

6.4 Notwithstanding  anything contained herein this agreement shall be effective
as of the 18th day of January 1999.

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


TAB 99 SYNDICATE                                 THE AMERICAS MINING CORPORATION


Per: /s/ Lloyd Frizzell                           Per: /s/ Richard Day
   ------------------------------------              ---------------------------
         Lloyd Frizzell                                     Richard Day


Per: /s/ David Vallandingham
   ------------------------------------
         David Vallandingham


Per: /s/ Richard Day
   ------------------------------------
         Richard Day


GEMEXPORT LIMITED


Per: /s/ Jurg Keller
   ------------------------------------
         Jurg Keller