Exhibit 10.14


                       Dated This 16TH Day of AUGUST 1988


                       GOVERNMENT OF THE REPUBLIC OF GHANA


                                       AND


                        CANADIAN BOGOSU RESOURCES LIMITED





                         ==============================

                                GOLD MINING LEASE

                         ==============================







                                                                         [STAMP]




                              [illegible signature]
                                SOLICITOR OF THE
                                  SUPREME COURT
                                      GHANA




<PAGE>

         THIS MINING LEASE                  is made the  16TH day of
AUGUST 1988 BETWEEN THE GOVERNMENT OF THE REPUBLIC OF GHANA (hereinafter  called
"THE GOVERNMENT") acting by RICHARD KWAME PEPRAH,  P.N.D.C.  Secretary for Lands
and Natural Resources  (hereinafter  called "THE SECRETARY") of the one part and
CANADIAN  BOGOSU  RESOURCES  LIMITED  having  its  registered  office  in  Accra
(hereinafter called "THE COMPANY") of the other part:

WHEREAS:
1.   The Company  was  granted a  Prospecting  Licence  dated 12th May,  1986 to
     prospect  for gold in the Bogosu  area of Western  Region  covering  147.69
     square kilometres.
2.   The Company  applied for and was granted a Mining  Lease dated 21st August,
     1987 covering an area of 50.0 square  kilometres within the area covered by
     the said  Prospecting  Licence and has now  applied  for a Mining  Lease to
     work,  develop  and  produce  gold  within a  further  area of 45.0  square
     kilometres of the prospecting area.
3.   The  Government  is desirous of  developing  its mineral  resources in such
     manner as will  ensure  that the maximum  possible  benefits  accrue to the
     nation  from the  exploitation  of  minerals  and has  agreed  to grant the
     Company  a Gold  Mining  Lease  on the  terms  and  conditions  hereinafter
     following.

     THIS AGREEMENT WITNESSES AS FOLLOWS:

1.   GRANT OF SURFACE AND MINING RIGHTS
     ----------------------------------

     (a)  "The  Government"  hereby grants to the Company ALL that piece of land
          described in the Schedule hereto and more  particularly  delineated on
          the Plan hereto attached and shown edged pink (hereinafter called "the
          Lease Area" together with mines,  beds, seams,  veins,  channels,  and
          strata of gold and other associated mineral substances lying and being
          within and under the surface for a term of thirty  years from the date
          of this Agreement.
     (b)  "The Government"  hereby grants to the Company the exclusive rights to
          work,  develop and produce gold in the Lease Area for the said term of
          30 years (including, the processing, storing and transportation of ore
          and  materials   together  with  the  rights  and  powers   reasonably
          incidental  thereto)  subject to the  provisions of this Agreement for
          the said term of thirty years.


                                       -1-
<PAGE>

     (c)  "The Company" shall not,  however,  conduct any operations in a sacred
          area and shall  not,  without  the prior  consent  of the  "Secretary"
          conduct any operations:
          (i)  within 50 yards of any building, installation,  reservoir or dam,
               public road, railway or area appropriated for railway; or
          (ii) in an  area  occupied  by a  market,  burial  ground/cemetery  or
               Government  office,  or situated  within a town or village or set
               apart for, used, appropriated or dedicated to a public purpose.
     (d)  The Company shall conduct its operations in a manner  consistent  with
          good commercial  mining practices so as not to interfere  unreasonably
          with  vegetation in the Mining Area or with the  customary  rights and
          privileges  of persons to hunt and snare  game,  gather  firewood  for
          domestic purposes and to collect snails.
     (e)  The public shall be permitted at their sole risk to use without charge
          any road  constructed  by the  Company  in the Lease  Area in a manner
          consistent with good mining practices,  safety and security,  provided
          that such use does not  unreasonably  interfere with the operations of
          the Company hereunder and provided also that such permission shall not
          extend to areas enclosed for mining operations.
     (f)  The Company may use the existing trees in the Lease Area to the extent
          that such use is necessary for its operations hereunder, cultivate for
          its  exclusive  use  such  trees,  wood or  timber  species  as may be
          required for purposes of firewood, timber or mine support.
     (g)  Nothing  contained  in this  Agreement  shall be deemed to confer  any
          rights on the Company  conflicting  with  provisions  contained in the
          Minerals and Mining Law, 1986 P.N.D.C.L. 153 nor to permit the Company
          to dispense  with the  necessity  of applying  for and  obtaining  any
          permit  or  authority  which the  Company  may be  required  by law or
          regulation to obtain in respect of any work or activity proposed to be
          carried out hereunder.

2.   RIGHTS OF THIRD PARTIES IN THE MINING AREA
     ------------------------------------------

     (a)  Subject to satisfactory  arrangement  between "the Government" and the
          Company,  "the Government" shall grant the first option to the Company
          to work minerals other than gold discovered in the Mining Area.


                                       -2-
<PAGE>

     (b)  Failing such  satisfactory  arrangements  between "the Government" and
          the Company,  "the Government" reserves the right to grant licences to
          third  parties to  prospect  for or to enter into  agreements  for the
          production  of minerals  other than gold in the Mining Area,  provided
          that any such  activity  shall  not  unreasonably  interfere  with the
          rights granted to the Company hereunder.

3.   POWER OF GOVERNMENT TO EXCLUDE PARTS OF THE MINING AREA
     -------------------------------------------------------

     (a)  "The  Government"  may by reasoanble  notice in writing to the Company
          exclude  from the Lease Area,  at any time and from time to time,  any
          part which may be required for any stated public  purpose  whatsoever,
          provided that:
          (i)  The  parts  so  excluded  shall  not have a  surface  area in the
               aggregate greater than ten percent of the Lease Area.
          (ii) Any parts of the Lease Area so  excluded  shall  continue to form
               part of the Lease Area subject to this  Agreement  except that no
               mining operations shall be conducted on the parts so excluded.
          (iii) No part of the Lease  Area  shall be so  excluded  in respect of
               which the Company shall have given prior notice  specifying  that
               such part is required for mining operations hereunder or on which
               active  operations  have  commenced  or are in progress  (such as
               digging,  construction,  installation  or other works  related to
               gold  mining) but, in lieu  thereof,  a part equal in area to any
               such part shall be excluded for such public purposes, and
          (iv) "The  Government"  shall  not take to  itself  nor grant to third
               parties the right to mine gold from any part so excluded.
     (b)  "The  Company"  shall be relieved of all  liabilities  or  obligations
          hereunder in respect of any part excluded under this paragraph  except
          liabilities or obligations accrued prior to such exclusion.

4.   WORKING OBLIGATIONS
     -------------------

     "The Company" shall  continuously  operate in the Mining Area in accordance
     with good mining  practices until such time as the reserves or deposits may
     be exhausted or the mine can no longer be economically worked or until this
     Agreement expires, whichever shall be sooner.


                                      -3-
<PAGE>

5.   CONDUCT OF OPERATIONS:
     ---------------------

     (a)  The Company shall  conduct all of its  operations  hereunder  with due
          diligence,  efficiency,  safety and economy,  in accordance  with good
          mining  practices and in a proper and  workmanlike  manner,  observing
          sound technical and engineering  principles using  appropriate  modern
          and effective equipment,  machinery, materials and methods, and to pay
          particular  regard  to  reclamation,  conservation  and  environmental
          protection.
     (b)  The Company  shall mine and extract ore in accordance  with  Paragraph
          5(a)  herein  utilizing  methods  which  include  quarrying,  pitting,
          trenching, stoping, shaft sinking, and dredging in the Mining Area.
     (c)  The Company shall  maintain all equipment in good and safe  condition,
          normal wear and tear  excluded,  and shall keep all  excavated  areas,
          shafts,  pits and  trenches  in good and safe  condition  and take all
          practical steps: -
          (i)  To prevent damage to adjoining farms and villages;
          (ii) To avoid damage to trees, crops, buildings,  structures and other
               property in the Lease Area. To the extent, however, that any such
               damage is unavoidable,  the Company shall pay fair and reasonable
               compensation.
     (d)  The Company shall fence off effectually  from the adjoining lands, all
          pits, shafts and other works made or used under the powers hereof.
     (e)  The Company  shall as far as is necessary or  practicable  provide and
          maintain in good repair and condition roads,  gates, stiles and fences
          for the convenient occupation of the surface of the Mining Area.
     (f)  The Company shall provide and maintain  proper and sufficient  drains,
          culverts,  arches to  passageways  for  carrying  off any waters which
          shall arise or be produced or  interrupted  by any of the works hereby
          authorised so that the drainage of the Lease area may not be prevented
          or prejudiced.

6.   NOTIFICATION OF DISCOVERY OF OTHER MINERALS
     -------------------------------------------

     (a)  The Company  shall  report  forthwith  to "the  Secretary",  the Chief
          Inspector of Mines, the Chief Executive of the Minerals Commission and
          the Director of Geological  Survey, the discovery in the Lease Area of
          any other  mineral  deposits and the Company  shall be given the first
          option to prospect  further and to work the said minerals,  subject to
          satisfactory arrangements between the Government and the Company.


                                      -4-
<PAGE>

     (b)  Failing any arrangements to the contrary the Company shall not produce
          any  minerals  from the Lease  Area other  than gold  except  they are
          unavoidably linked with the production of gold.

7.   SAMPLES:
     -------

     (a)  The Company  shall not during the currency of this  agreement  remove,
          dispose  of or  destroy,  except in  analyses,  any  cores or  samples
          obtained  from the Lease Area without the prior  consent in writing of
          the Chief Inspector of Mines.
     (b)  The Company shall provide the Director of Geological  Survey with such
          samples  from the Lease  Area as he may from  time to time  reasonably
          request.

8.   HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION:
     -------------------------------------------

     (a)  The Company shall comply with all such reasonable  instructions as may
          from  time to time be  given  by the  Chief  Inspector  of  Mines  for
          securing the health and safety of persons  engaged or  connected  with
          the operations hereunder.
     (b)  The Company  shall adopt all  necessary  and  practical  precautionary
          measures to prevent undue  pollution of rivers and other potable water
          and to ensure that such  pollution  does not cause harm or destruction
          to human or animal life or fresh water fish or vegetation.

9.   POWER OF CHIEF INSPECTOR OF MINES TO EXECUTE CERTAIN WORKS:
     ----------------------------------------------------------

     If the Company shall at any time fail to comply with any provisions of this
     agreement or applicable  law and such failure is likely,  in the opinion of
     the Chief Inspector of Mines, to:

          (i)  endanger the health or safety of persons, or
          (ii) cause harm or destruction to potable water; or
          (iii) result  in damage to mining  equipment  or other  structure  and
               installation,  the Chief  Inspector of Mines,  shall after giving
               the  Company  reasonable  notice,  execute any works which in his
               opinion are necessary and  practicable in the  circumstances  and
               the  costs  and  expenses  of such  works  shall  be borne by the
               Company.


                                      -5-
<PAGE>

10.  LIABILITY FOR DAMAGE OR INJURY AND INDEMNITY:
     --------------------------------------------

     (a)  Nothing in this Agreement  shall exempt the Company from liability for
          any damage, loss or injury caused to any person,  property or interest
          as a result of the  exercise  by the  Company  of any rights or powers
          granted to it under this Agreement.
     (b)  The Company  shall at all times  indemnify  "the  Government"  and its
          officers and agents  against all claims and  liabilities in respect of
          any loss  suffered by or damage done to third  parties  arising out of
          the  exercise  by the  Company of any  rights or powers  granted to it
          under this Agreement  provided that the Company shall not so indemnify
          "the Government", its officers and agents where the claim or liability
          arises out of the wrongful or negligent acts of "the Government",  its
          officers and agents.

11.  EMPLOYMENT AND TRAINING:
     -----------------------

     (a)  Citizens  of Ghana shall be given  preference  for  employment  by the
          Company  in all  phases of its  operations  hereunder  to the  maximum
          possible extent, consistent with safety, efficiency and economy.
     (b)  Except with  respect to  unskilled  personnel,  the Company may employ
          non-Ghanaian  personnel in the conduct of its operations provided that
          the number of such  non-Ghanaian  personnel  employed shall not exceed
          the quota permitted by the Government.
     (c)  The Company shall provide  appropriate  programmes of instruction  and
          theoretical  and  practical   training  to  ensure  the   advancement,
          development,  improved skills and qualification of Ghanaian  employees
          in all categories of employment.

12.  PREFERENCE FOR GHANAIAN GOODS AND SERVICES:
     ------------------------------------------

     In the conduct of its  operations  and in the  purchase,  construction  and
     installation of facilities, The Company shall give preference to: -

     (a)  materials and products made in Ghana,  if such  materials and products
          are  comparable  or better in price,  quality and delivery  dates than
          materials and products from foreign sources;
     (b)  service  agencies  located  in Ghana  owned by  Ghanaian  citizens  or
          companies  organized  pursuant  to  Ghanaian  law,  including  but not
          limited to, insurance agencies,  bidding contractors,  import brokers,
          dealers and agents if such  agencies  give or provide  equal or better
          price and  quality of service  than  competing  foreign  firms and can
          render services at such times as the Company may require.


                                      -6-
<PAGE>

13.  AFFILIATED COMPANY TRANSACTIONS:
     -------------------------------

     (a)  Any  services  including  services  in  respect  of the  purchase  and
          acquisition  of  materials  outside  Ghana  provided by an  affiliated
          company,  which are normally required by the Company shall be obtained
          only at a price which is fair and reasonable.
          The Company  shall,  at the request of the  "Secretary",  provide such
          justification  of  costs  as may be  required,  duly  supported  by an
          Auditor's certificate if necessary.
     (b)  Any other  transactions  between the Company and an affiliated Company
          shall be on the basis of  competitive  international  prices  and such
          other terms and  conditions as would be fair and  reasonable  had such
          transactions taken place between unrelated parties.
     (c)  The Company shall notify the  "Secretary" of any and all  transactions
          between the Company and an  affiliated  Company and shall  supply such
          details relating to such transactions as "The Secretary" may by notice
          reasonably require.

14.  TECHNICAL RECORDS:
     -----------------

     (a)  The Company shall maintain at its registered or mine offices  complete
          records  of pits and  trenches  (location,  depths or  overburden  and
          gravel  and assay  value)  in the Lease  Area in such form as may from
          time to time be  approved  by the  Chief  Inspector  of  Mines,  Chief
          Executive of the Minerals  Commission  and the Director of  Geological
          Survey.
     (b)  The Company shall  maintain at the said offices  copies of all reports
          including  interpretations  dealing  with gold  prospects in the Lease
          Area in the course of its operations hereunder and copies of all tests
          and analyses,  geological  and  geophysical  maps,  diagrams or charts
          relevant to its operations hereunder. These reports and records may be
          examined  by  persons  in the  service  or  acting  on  behalf of "The
          Government" and authorized in writing by "the Secretary".
     (c)  The  Company   shall   maintain  at  the  said  offices   correct  and
          intelligible  plans and sections of all mines which plans and sections
          shall show the  operations  and workings which have been carried on as
          well as dykes,  veins,  faults and other  disturbances which have been
          encountered  in such  workings  and  operations.  All such  plans  and
          sections  shall be made,  amended and  completed  from actual  surveys
          conducted for that purpose.


                                      -7-
<PAGE>

     (d)  Upon  expiration or  termination of this Agreement or the surrender of
          any part of the Lease Area,  such  records and data as are required to
          be  maintained  pursuant to this  paragraph  which relate to the Lease
          Area,  or such  part of the Lease  Area as may have  been  surrendered
          shall be delivered to the Chief Inspector of Mines, Chief Executive of
          the  Minerals  Commission  and the Director of  Geological  Survey and
          shall become the property of the Government without charge.

15.  PRODUCTION RECORDS:
     ------------------

     The  Company  shall  maintain at the said  offices  complete  and  accurate
     technical  records of its  operations  and  production in the Lease Area in
     such form as may from time to time be  approved by the Chief  Inspector  of
     Mines.

16.  FINANCIAL RECORDS:
     -----------------

     (a)  The Company shall maintain at its registered and Mine Offices detailed
          and  complete  accounts  and  systematic   financial  records  of  its
          operations  as may be required by law. The books of account shall show
          all revenues  received by the Company from all sources  including  its
          operations  hereunder,  as well as all its  expenditure.  The  Company
          shall  provide for a clear basis for  understanding  and  relating the
          financial records and accounts to its operations.
     (b)  The Company's books of account shall be kept on the basis of generally
          accepted accounting principles.
     (c)  The Company shall keep separately records and financial  statements in
          terms of Ghana  currency  and also in terms of U.S.  Dollars  or other
          international  currency and may record such claims and  liabilities as
          arise in such foreign currency.
     (d)  The  Company's  books of account  shall be  audited  within six months
          after  the close of each  Financial  Year by a  qualified  Accountant,
          member of the Ghana  Institute  of Chartered  Accountants.  Such audit
          shall  not  in  any  way  imply  acceptance  of  such  audit  by  "the
          Government" or preclude "the  Government"  from auditing such books of
          account.  The Company shall deliver to "the Secretary" without charge,
          copies  of any  part  of  such  records  as he may  from  time to time
          reasonably request.


                                      -8-
<PAGE>

17.  REPORTS:
     -------

     (a)  The Company shall furnish a report each quarter,  to "The  Secretary",
          the Chief  Inspector  of Mines,  the Chief  Executive  of the Minerals
          Commission and the Director of Geological  Survey, in such form as may
          from time to time be approved by the  Secretary,  of the quantities of
          gold won in that quarter,  quantities  sold, the revenue  received and
          royalties  payable for that quarter and such other  information as may
          be required.  Such reports  shall be submitted  not later than 30 days
          after the end of each quarter.
     (b)  The Company shall furnish a report each half-year to "the  Secretary",
          the Chief  Inspector  of Mines,  the Chief  Executive  of the Minerals
          Commission  and the Director of Geological  Survey in such form as may
          from  time to time be  approved  by "the  Secretary"  summarizing  the
          results of its  operations  in the Lease Area during the half-year and
          records to be kept by the Company pursuant to paragraphs 14, 15 and 16
          hereof. Each such report shall include a description of any geological
          or geophysical work carried out by the Company in that half-year and a
          plan upon a scale  approved by the Chief  Inspector  of Mines  showing
          mine workings and dredging areas.  Such reports shall be submitted not
          later than forty days after the half-year to which they relate.
     (c)  The  Company  shall  furnish  a  report  each  Financial  Year to "the
          Secretary",  the Chief Inspector of Mines,  and the Chief Executive of
          the  Minerals  Commission  in such  form as may  from  time to time be
          approved by "the Secretary"  summarizing the results of its operations
          in the Lease Area during that Financial Year and the records  required
          to be kept by "the  Company"  pursuant  to  paragraphs  14,  15 and 16
          hereof.  Each such report shall include a description  of the proposed
          operations  for the following  year with an estimate of the production
          and revenue to be obtained therefrom.  Such reports shall be submitted
          not later than sixty days after the end of each Financial Year.
     (d)  The Company  shall  furnish "the  Secretary",  the Chief  Inspector of
          Mines, the Chief Executive of the Minerals Commission and the Director
          of Geological  Survey not later than three months after the expiration
          or termination of this  Agreement,  with a report giving an account of
          the  geology  of  the  Lease  Area  including  the  stratigraphic  and
          structural  conditions,  together  with a  geological  map on a  scale
          prescribed in the Mining Regulations.


                                      -9-
<PAGE>

     (e)  The Company shall furnish the Secretary and the Chief Executive of the
          Minerals Commission,  with a report of the particulars of any proposed
          alteration to its  regulations as well as a report of the  particulars
          of  any  proposed   transfer  of  any  share  of  its  capital   stock
          representing one percent or more of the total number of such shares of
          the capital stock then issued and outstanding.  The Company shall also
          furnish  "the  Secretary"  and the  Chief  Executive  of the  Minerals
          Commission  with a report on the  particulars  of any fresh  issues of
          shares  of its  capital  stock or  borrowings  in  excess of an amount
          equivalent  to the Stated  Capital of the  Company.  All such  reports
          shall be in such  form as "the  Secretary"  may  require  and shall be
          submitted  not  less  than  sixty  days  in  advance  of the  proposed
          alteration, transfer, issue or borrowing, as the case may be.
     (f)  The  Company  shall,  not  later  than 180 days  after the end of each
          financial year, furnish "the Secretary" and the Chief Executive of the
          Minerals  Commission with a copy each of its annual financial  reports
          including  a balance  sheet,  profit and loss  account,  and all notes
          pertaining thereto,  duly certified by a qualified accountant who is a
          member  of  the  Ghana  Institute  of  Chartered   Accountants.   Such
          certificate  shall not in any way imply  acceptance of such reports by
          "the   Government"  or  preclude  the  Government  from  auditing  the
          Company's books of account.
     (g)  The Company  shall  furnish "the  Secretary",  the Chief  Inspector of
          Mines, the Chief Executive of the Minerals Commission and the Director
          of Geological Survey with such other reports concerning its operations
          hereunder as they may from time to time reasonably require.

18.  INSPECTION:
     ----------

     (a)  Any person or  persons  in the  service of or acting on behalf of "the
          Government"  and  authorized  in writing by "the  Secretary"  shall be
          entitled  at all  reasonable  times to enter into and upon any part of
          the Lease Area and the  Company's  registered  office,  for any of the
          following purposes:


                                      -10-
<PAGE>

          (i)  to examine the mine workings, equipment, buildings,  installation
               and any other structures used in the Mining operation;
          (ii) to inspect the  samples  which the Company is required to keep in
               accordance with the provisions of this Agreement;
          (iii) to inspect and check the  accuracy  of the weights and  measures
               and weighing and measuring devices, which the Company is required
               to keep  or  make  in  accordance  with  the  provisions  of this
               Agreement;
          (iv) to examine and make  abstracts  of the books and records  kept by
               the Company pursuant to this Agreement;
          (v)  to ensure  compliance by the Company with all applicable laws and
               regulations and with its obligations hereunder;
          (vi) to execute  any works which the Chief  Inspector  of Mines may be
               entitled  to execute in  accordance  with the  provisions  of the
               Mining Laws and Regulations of Ghana or of this Agreement.
     (b)  The Company shall make reasonable  arrangements to facilitate any such
          inspection,  including  making  available  employees of the Company to
          render  assistance  with  respect  to any  such  inspection.  All such
          inspections  shall be listed by the Company in the  reports  furnished
          each half year.

19.  CONFIDENTIAL TREATMENT:
     ----------------------

     "The  Government"  shall  treat all  information  supplied  by the  Company
     hereunder  as  confidential  for a period  of five  years  from the date of
     submission  of such  information  or  upon  termination  of this  Agreement
     whichever is sooner and shall not reveal such  information to third parties
     except with the written  consent of the Company  which consent shall not be
     unreasonably  withheld.  The  Government  and  persons  authorized  by "the
     Government" may nevertheless use such information received from the Company
     for the purpose of preparing and publishing  general reports on Minerals in
     Ghana and in connection with any dispute  between "the  Government" and the
     Company.


                                      -11-
<PAGE>

20.  RENTALS:
     -------

     (a)  The  Company  shall  pay  rent  to  "the  Government"  at the  rate of
          C22,500.00 per annum (C500.00 per square kilometre).
     (b)  The said rent  shall be paid half  yearly in  advance on or before the
          first day of  January  and on or before  the first day of July in each
          year.
     (c)  In the event of a surrender of any part of the Lease Area  pursuant to
          paragraph 25 hereof,  no rental payments shall be refunded in whole or
          in part in respect of any area so surrendered  for which yearly rental
          has been paid in advance nor shall rental  payments be refunded in the
          event of termination.

21.  ROYALTIES:
     ---------

     (a)  The Company  shall pay to "the  Government"  royalty as  prescribed by
          legislation.
     (b)  The Company shall pay royalty to "the Government" each quarter through
          the  Commissioner of Internal Revenue based on the production for that
          quarter,  within 30 days from the end of the  quarter.  Any  necessary
          adjustments  shall be made annually  within 60 days of the end of each
          Financial Year,  except that any  over-payment of royalty shall not be
          refunded by "the Government" but shall be credited against royalty due
          and payable in the next quarter.
     (c)  In the event of a  dispute  with  respect  to the  amount  of  royalty
          payable hereunder the Company shall first make payment of the lower of
          the disputed  amounts and shall pay any further royalty which shall be
          found to be payable  forthwith  upon the amount  being  agreed upon or
          determined by arbitration in accordance with paragraph 35 hereof. Such
          further royalty shall carry interest at the ruling prime rate in Ghana
          at the time of the award or  agreement to take effect from the date on
          which such amount ought originally to have been paid.
     (d)  The Company shall also pay royalty on all timber felled by the Company
          in accordance with existing legislation.

22.  LATE PAYMENTS:
     -------------

     (a)  Anything herein contained to the contrary notwithstanding, the Company
          shall pay as penalty for any late payment to "the  Government"  of any
          amounts due hereunder,  an additional amount calculated at the Bank of
          Ghana re-discount rate for every thirty-day period or part thereof for
          the  period  of the  delay in paying  the  amounts  that is to say the
          period between the actual payment date and the date on which each such
          payment should have been made.


                                      -12-
<PAGE>

     (b)  In  the  event  the  Company  shall  fail  to  make  payment  to  "the
          Government"  of any amount due  hereunder,  "the  Government"  without
          prejudice  to  any  other  rights  and  remedies  to  which  it may be
          entitled,  may, after giving 30 days notice in writing, enter into and
          upon the Lease Area and seize and distrain  and sell as landlords  may
          do for rent in  arrears,  all or any of the  stocks  of gold  produced
          therefrom,  and  the  plant  and  equipment,  materials  and  supplies
          belonging to the Company  which shall be thereon and out of the monies
          obtained  from the sale of such distress may retain and pay all of the
          arrears  of any  amounts  due  hereunder  and the costs  and  expenses
          incidental  to any such  distress  and sale and deliver up the surplus
          (if any) to the Company.

23.  TAXATION:
     --------

     The  Company shall pay tax in accordance with the laws of Ghana.

24.  FOREIGN EXCHANGE:
     ----------------

     All foreign exchange  transactions  shall be in accordance with the laws of
     Ghana.

25.  SURRENDER:
     ---------

     (a)  The Company may surrender at any time and from time to time, by giving
          not less than three months'  notice to "the  Secretary" all its rights
          hereunder  in  respect of any part of the Lease Area not larger in the
          aggregate  than 20% of the said Area.  The  Company  may  surrender  a
          larger part of the Lease Area by giving not less than  twelve  months'
          notice  to "the  Secretary".  The  Company  shall be  relieved  of all
          obligations  in  respect  of the part or parts  of the  Lease  Area so
          surrendered  except  those  obligations  which  accrued  prior  to the
          effective date of surrender.
     (b)  The  Company  shall leave the part of the Lease Area  surrendered  and
          everything  thereon in a good and safe  condition,  provided,  however
          that the Company shall have no such obligations for areas  surrendered
          on which the  Company has not  undertaken  any works or which have not
          been  affected  by the  operations  of the  Company.  In  addition  to
          complying  with the  provisions  of paragraph  29 hereof,  the Company
          shall take all  reasonable  measures,  in accordance  with good mining
          practices  to  leave  the  surface  of  such  part of the  Lease  area
          surrendered,  in  good  and  usable  condition  having  regard  to the
          ecology, drainage,  reclamation and the protection of the environment.
          In the event that the Company  fails to do so, "the  Secretary"  shall
          make  such  part and  everything  thereon  safe  and in  good,  usable
          condition  at  the  expense  of  the  Company.   The   provisions   of
          sub-paragraphs (a) and (c) of Paragraph 28 hereof shall apply.


                                      -13-
<PAGE>

     (c)  The Company shall,  on such terms and conditions as may be agreed upon
          between the Government and the Company, be entitled to such wayleaves,
          easements or other rights  through or across the  surrendered  part or
          parts as may be necessary for its operations and such wayleaves  shall
          not form part or be  included  in the  calculation  of the area of the
          retained part.
     (d)  "The  Government"  may require  that there be  reserved  over any part
          surrendered  such wayleaves,  easements or other rights as will in its
          opinion  be  necessary  or  convenient  to  any  party  to  whom  "the
          Government" may subsequently grant a Gold Prospecting  Licence or Gold
          Mining Lease.

26.  EXTENSION:
     ---------

     If the  Company,  not  less  than  six  months  before  expiration  of this
     Agreement  applies to "the  Secretary"  for an extension of the term hereof
     and if the Company shall not be in default at that time in the  performance
     of any of its  obligations  hereunder,  the Company shall be entitled to an
     extension of the  Agreement  upon such terms and  conditions as the parties
     may then agree.

27.  COMPANY'S RIGHT TO TERMINATE AGREEMENT:
     --------------------------------------

     The Company  may, if in its opinion the Mine can no longer be  economically
     worked,  terminate  this Agreement by giving not less than nine (9) months'
     notice to "the Government".  Such termination shall be without prejudice to
     any obligation or liability  incurred by the Company hereunder prior to the
     effective date of such termination.

28.  GOVERNMENT'S RIGHT TO TERMINATE AGREEMENT:
     -----------------------------------------

     (a)  "The  Government"  may,  subject to the provisions of this  paragraph,
          terminate this Agreement if any of the following events shall occur: -
          (i)  The Company  shall fail to make any of the payments  described in
               this Agreement on the payment date;


                                      -14-
<PAGE>

          (ii) The  Company  shall  contravene  or fail to comply with any other
               conditions of this Agreement; or
          (iii) The Company shall become insolvent or bankrupt or enter into any
               agreement or composition  with its creditors or take advantage or
               any  law for  the  benefit  of  debtors  or go into  liquidation,
               whether  compulsory  or  voluntary,  except for the  purposes  of
               reconstruction or amalgamation; or
          (iv) The Company makes a written  statement to "the Government" on any
               material  matter in  connection  with this  Agreement or with its
               operations  which the Company knows is false or makes  recklessly
               without due regard as to whether it was true or false.
     (b)  If and whenever the Government  decides there are grounds to terminate
          this  Agreement  pursuant  to  clauses  (i) and (ii) of the  preceding
          sub-paragraph,   "the  Government"   shall  give  the  Company  notice
          specifying  the  particular  contravention  or failure  and permit the
          Company to remedy the same within three months of such notice, or such
          longer  period as the  Secretary  may  specify in such notice as being
          reasonable in the circumstances.
     (c)  If the Company shall fail to remedy any event specified in clauses (i)
          and (ii) of  sub-paragraph  (a) of this  Paragraph  within  the stated
          period,  or an event  specified in clauses  (iii) and (iv) of the said
          sub-paragraph  shall  occur  "the  Government"  may by  notice to "the
          Company"  terminate  this  Agreement,  provided  that  if the  Company
          disputes whether there has been any contravention or failure to comply
          with  the  conditions   hereof   (including  any  dispute  as  to  the
          calculation of payments by the Company to the  Government  hereunder),
          and the  Company  shall,  within such  period as  aforesaid  refer the
          dispute to  arbitration  in accordance  with  Paragraph 35 hereof and,
          thereafter,   diligently   prosecute   its  claim   thereunder,   "the
          Government"  shall not terminate this Agreement except as the same may
          be consistent with the terms of the arbitration award.
     (d)  No delay or  omission or course of dealing by "the  Government"  shall
          impair any of its rights  hereunder  or be construed to be a waiver of
          any event  specified  in  sub-paragraph  (a) of this  Paragraph  or an
          acquiescence therein.


                                      -15-
<PAGE>

     (e)  Upon  termination  of  this  Agreement,  every  right  of the  Company
          hereunder  shall  cease  (save  as  otherwise   specifically  provided
          hereunder)  but  subject  nevertheless  and without  prejudice  to any
          obligation or liability imposed or incurred under this Agreement prior
          to the  effective  date  of  termination  and to such  rights  as "the
          Government" may have under the law.

29.  ASSETS ON TERMINATION OR EXPIRATION:
     -----------------------------------

     (a)  Upon the termination or expiration of this Agreement, immovable assets
          of the Company in the Mining Area and all other  appurtenances,  pits,
          trenches and boreholes  shall on the effective  date of termination or
          expiration, become the property of "the Government" without charge.
     (b)  All  materials,  supplies,  vehicles and other  movable  assets of the
          Company  in the  Mining  Area  which  are  fully  depreciated  for tax
          purposes,  shall become the property of the Government  without charge
          on the effective date of termination or expiration.  Any such property
          which is not then fully  depreciated for tax purposes shall be offered
          for sale to The  Government  within sixty days from the effective date
          of such  termination  or  expiration at the  depreciated  cost. If the
          Government  shall not accept such offer within sixty days, the Company
          may sell,  remove or otherwise  dispose of all such property  within a
          period of one  hundred and eighty  days after the  expiration  of such
          offer.  All such property not sold,  removed or otherwise  disposed of
          shall become the property of "the Government" without charge.
     (c)  Notwithstanding  the foregoing,  the  Secretary,  may by notice to the
          Company  require  the  removal  or  destruction  of any  assets of the
          Company in the Lease Area and if the Company does not remove or destry
          such  assets  within  a period  of  thirty  days  from the date of the
          Secretary's  notice to that  effect,  the  Secretary  shall cause such
          removal or destruction at the expense of the Company.
     (d)  The Company shall take all  reasonable  measures to ensure that all of
          the assets to be offered for sale to "the  Government"  or transferred
          to "the  Government"  in  accordance  with  this  Paragraph  shall  be
          maintained in  substantially  the same condition in which they were at
          the  date  of the  termination  or  the  date  on  which  the  Company
          reasonably knew that such termination  would occur and any such assets
          shall  not  be  disposed  of,   dismantled  or  destroyed   except  as
          specifically provided for in this Paragraph.


                                      -16-
<PAGE>

     (e)  Upon the  termination  or  expiration of this  Agreement,  The Company
          shall leave the Lease Area and everything  thereon in good  condition,
          having regard to the ecology, conservation, reclamation, environmental
          protection,  drainage  and safety;  provided  however that the Company
          shall have no obligation in respect of areas where the Company has not
          undertaken  any work or which have not been  affected by the Company's
          operations.  In this  connection,  unless the Chief Inspector of Mines
          otherwise directs, "The Company" shall, in accordance with good mining
          practice,  fill up or fence and make safe all holes and excavations to
          the  reasonable  satisfaction  of the Chief  Inspector  of  Mines.  In
          addition the Company shall take all  reasonable  measures to leave the
          surface of the Mining  Area in useable  condition  and to restore  all
          structures  thereon not the property of the Company to their  original
          condition.  In the  event  that  the  Company  fails  to do  so,  "the
          Secretary"  shall restore and make safe the Lease Area and  everything
          thereon at the expense of the Company.
     (f)  The Company  shall have the right to enter upon the Lease Area for the
          aforesaid purposes, subject to the rights of surface owners or others,
          for a period of six months from the effective date of the  termination
          or such longer period as the Secretary may decide.

30.  FORCE MAJEURE:
     -------------

     (a)  All  obligations  on the part of the Company to comply with any of the
          conditions herein (except the obligation to make payment of monies due
          to the Government) shall be suspended during the period the Company is
          prevented  by force  majeure from  fulfilling  such  obligations,  the
          Company  having  taken  all  reasonable  precautions,   due  care  and
          reasonable  alternative  measures  with the objective of avoiding such
          non-compliance  and of carrying  out its  obligations  hereunder.  The
          Company shall take all  reasonable  steps to remove such causes of the
          inability to fulfil the terms and  conditions  hereof with the minimum
          of delay.
     (b)  For the purpose of this paragraph,  force majeure includes  government
          restraints not arising from the non-compliance by the Company with the
          conditions  herein,  acts of God, war, strikes,  insurrection,  riots,
          earthquakes,  storm,  flood or other adverse weather conditions or any
          other  event  which the Company  could not  reasonably  be expected to
          prevent  or  control,  but shall  not  include  any event  caused by a
          failure to observe good mining  practices or by the  negligence of the
          Company or any of its employees or contractors.


                                      -17-
<PAGE>

     (c)  The Company shall notify the "Secretary"  within  forty-eight hours of
          any  event of force  majeure  affecting  its  ability  to  fulfil  the
          conditions  hereof or of any events  which may  endanger  the  natural
          resources  of  Ghana  and  similarly  notify  the  Government  of  the
          restoration  of normal  conditions  within  forty-eight  hours of such
          restoration.  This provision shall be in addition to the  requirements
          contained in the Mining Regulations in force in Ghana.
     (d)  The terms of this  Agreement  shall be  extended  for a period of time
          equal to the period or periods  during  which the Company was affected
          by  conditions  set  forth  in  sub-paragraphs  (a)  and  (b) of  this
          paragraph or for such period as may be agreed by the parties.

31.  POLITICAL ACTIVITY:
     ------------------

     The Company shall not engage in political  activity of any kind in Ghana or
     make a donation,  gift or grant to any political  party.  The Company shall
     make it a condition of employment that no employee, other than a citizen of
     Ghana shall  engage in  political  activity  and shall not make  donations,
     gifts or grants to any political  party.  In the event of any such employee
     acting in disregard to this condition, he shall be dismissed forthwith.

32.  ADVERTISEMENTS, PROSPECTUSES, ETC.
     ----------------------------------

     Neither "the Company" nor any affiliated  Company shall in any manner claim
     or suggest,  whether  expressly or by implication  that "the Government" or
     any agency or official  thereof,  has expressed any opinion with respect to
     gold in the Lease Area and a statement to this effect shall not be included
     in or endorsed on any prospectus  notice,  circular,  advertisement,  press
     release or similar document issued by the Company or any Affiliated Company
     for the purpose of raising new capital.


                                      -18-
<PAGE>

33.  CO-OPERATION OF THE PARTIES:
     ---------------------------

     Each of the parties hereto  undertake that it will from time to time do all
     such acts and make,  enter into,  execute,  acknowledge  and deliver at the
     request of the other party,  such  supplemental or additional  instruments,
     documents,  agreements,  consents,  information  or  otherwise  as  may  be
     reasonably  required for the purpose of implementing or assuring the rights
     and obligations of the other party under this Agreement.

34.  NOTICE:
     ------

     Any  application,  notice,  consent,  approval,  direction,  instruction or
     waiver  hereunder  shall be in writing and shall be delivered by hand or by
     registered  mail.  Delivery by hand shall be deemed to be effective at such
     time as it would in the ordinary  course of registered mail be delivered to
     the addressee.

35.  ARBITRATION AND SETTLEMENT OF DISPUTES:
     --------------------------------------

     (a)  Any dispute or  differences  between the parties  arising out of or in
          connection with this Agreement or any agreed  variation  thereof or in
          respect of the interpretation or enforcement of the provisions of this
          document  or any  agreed  variation  or as to the  rights,  duties  or
          liabilities  of either party shall unless the parties  agree to submit
          to any  procedures  available  in  Ghana  for the  settlement  of such
          dispute be submitted at the instance of any party to the  jurisdiction
          of the International  Centre for the Settlement of Investment Disputes
          for  settlement  by  reconciliation  or  arbitration  pursuant  to the
          Convention on the Settlement of Investment Disputes between States and
          Nationals of other States.
     (b)  The Parties  acknowledge and agree that this Agreement was made on the
          basis  of the  laws  and  conditions  prevailing  at the  date  of the
          effective   conclusion  of  the  negotiation  of  this  Agreement  and
          accordingly,   if  thereafter,  new  laws  and  conditions  come  into
          existence  which unfairly  affect the interest of either party to this
          agreement,  then the party so unfairly  affected  shall be entitled to
          request a re-negotiation and the parties shall thereupon re-negotiate.
          The parties  hereby  undertake  and  covenant  with each other to make
          every effort to agree,  co-operate,  negotiate and to take such action
          as may be necessary to remove the causes of unfairness or disputes.


                                      -19-
<PAGE>

36.  ASSIGNMENT AND TRANSFER OF STOCK:
     --------------------------------

     (a)  This  Agreement  shall  not be  assignable  in whole or in part by the
          Company without the consent of `the Government".
     (b)  "The Government" may impose such conditions precedent to the giving of
          such  consent  as it may deem  appropriate  in the  circumstances.  No
          assignment,  however, may relieve the Company of its obligations under
          this Agreement except to the extent that such obligations are actually
          assumed by the Assignee.
     (c)  During the term of this  Agreement,  no shares of the capital stock of
          the Company may be transferred without the prior consent in writing of
          "the Government" unless such a transfer will not result in a change in
          control of the Company.

37.  HEADINGS:
     --------

     The headings given to paragraphs in this Agreement are for convenience only
     and shall not affect the construction or  interpretation of this Agreement.


38.  GOVERNING LAWS:
     --------------

     This Agreement  shall be governed and construed in accordance with the Laws
     for the time being in force in Ghana.


                                      -20-
<PAGE>


                         THE SCHEDULE ABOVE REFERRED TO
                         ------------------------------

               All that area  covering  approximately  45.00  square  kilometres
               lying  approximately  between  latitude  5'28 "North and latitude
               5'38"  North and  longitudes  1'58"  and  2'07"  West in Bogosu -
               Western Region of Ghana which piece of land is more  particularly
               delineated  on  the  plan  annexed  hereto  for  the  purpose  of
               identification and not of limitation.


IN WITNESS  WHEREOF  the party of the first part has  hereunto  set his hand and
affixed the seal of the  Ministry of Lands and Natural  Resources  and the party
hereto of the second part has hereunto  caused its common Seal to be affixed the
day and year first above written.
SIGNED, SEALED AND DELIVERED:
THE REPUBLIC OF GHANA


BY:
    ----------------------------------------------
     P.N.D.C. Secretary for Lands and Natural
     Resources for and on behalf of the Government       [illegible signature]
     of Ghana who by his execution warrants to         -------------------------
     the other party that he is duly authorized
     and empowered to enter into this
     Agreement.

     In the presence of:                                 [illegible signature]
                                                       -------------------------
     Name:   [illegible signature]
            ------------------------
     Address: CHIEF DIRECTOR (A)
              MINISTRY OF LANDS & NATURAL
              RESOURCES

CANADIAN BOGOSU RESOURCES LIMITED

                                                         [illegible signature]
                                                       -------------------------
                                                               DIRECTOR


In the presence of:                                      [illegible signature]
                                                       -------------------------
Name:     SAM OKUDZETO
Address:  P.O. BOX 5520
          ACCRA



<PAGE>


                                  OATH OF PROOF

I,  RICHARD KOFI AFENU of ACCRA make oath and say that on the 16TH day of AUGUST
1988 I was present and saw RICHARD KWAME PEPRAH duly execute the  Instrument now
produced to me and market "A" and that the said  RICHARD  KWAME  PEPRAH can read
and write.

SWORN at Accra, this 16TH day of     )
AUGUST          One Thousand Nine    )                   [illegible signature]
                                                        ------------------------
Hundred and Eighty-Eight   (1988     )                          DEPONENT





                  BEFORE ME


                  [STAMP]


                  REGISTRAR OF LANDS




                              CERTIFICATE OF PROOF
                              --------------------

On the 16TH day of AUGUST 1988 at 3:30 o'clock in the AFTERNOON this  Instrument
was proved before me by the Oath of the within-named  RICHARD KOFI AFENU to have
been duly executed by the within-named RICHARD KWAME PEPRAH for and on behalf of
"the Government" of the Republic of Ghana the Lessor herein.



                                                            [STAMP]

                                                       REGISTRAR OF LANDS




<PAGE>


     THIS IS THE PLAN REFERRED TO IN THE ANNEXED GOLD MINING LEASE.



     DATED THIS 16TH DAY OF AUGUST 1988.





     [illegible signature]

     PNDC SECRETARY FOR LANDS & NATURAL RESOURCES













                                    CANADIAN BOGOSU RESOURCES LIMITED



                                    [illegible signature]
                                    --------------------------------------------
                                                    DIRECTOR




<PAGE>


                             GOLD MINING LEASE AREA

                      FOR CANADIAN BOGOSU RESOURCES LIMITED

                                SITUATE AT BOGOSU

                                SHEWN EDGED PINK

                     AREA = 45.00 SQUARE KILOMETRES APPROX.




                                     [ MAP ]


                                [graphic omitted]