Exhibit 10.15


                       Dated this 21st day of August 1987

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                       GOVERNMENT OF THE REPUBLIC OF GHANA

                                       AND

                        CANADIAN BOGOSU RESOURCES LIMITED


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                                    Indenture


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                                Gold Mining Lease



                                   WR.2762/278


                              [illegible signature]
                                  SOLICTOR FOR
                                THE SUPREME COURT


<PAGE>

         THIS INDENTURE AGREEMENT AND LEASE is made the 21st day of August, 1987
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:

W H E R E A S:

1. The  COMPANY  was  granted a  Prospecting  License  dated  12th May,  1986 to
prospect for gold in the Bogosu area of Western  Region  covering  149.41 square
kilometres  and the Company has applied to the  Government for a Mining Lease to
work develop and produce gold within 50 square  kilometres out of the total area
covered by the Prospecting License.

2. 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.

NOW 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
          Mining Area" together with mines, beds, seams,  veins,  channels,  and
          stratas  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.

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     (b)  "The Government"  hereby grants to the Company the exclusive rights to
          work,  develop and produce  gold in the Mining  Area  (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.

     (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 Mining  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.

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     (f)  The  Company  may use the  existing  trees in the  Mining  Area to the
          extent  that  such  use is  necessary  for its  operations  hereunder,
          subject to the payment of Royalty as hereinafter  provided,  and shall
          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  other than those set forth herein 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  activities
          proposed to be carried out hereunder.

2.      RIGHTS OF THIRD PARTIES IN THE MINING AREA:

     (a)  Subject to satisfactory  arrangements 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.

     (b)  Failing such  satisfactory  arrangements  between "the Government" and
          the Company, "the Government" reserves the rights to grant licences to
          third  parties for  prospecting  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 reasonable  notice in writing to the Company
          exclude from the Mining Area,  at any time and from time to time,  any
          part which may be required for any stated public  purpose  whatsoever,
          provided that:


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<PAGE>

          (i)  The  parts  so  excluded  shall  not have a  surface  area in the
               aggregate greater than ten percent of the Mining Area.

          (ii) Any parts of the Mining Area so excluded  shall  continue to form
               part of the mining Area subject to this Agreement  except that no
               mining operations shall be conducted on the parts so excluded

          (iii) No part of the Mining  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 of installations 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 parts 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 the sooner.


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<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  practice  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,  conversation  and  environmental
          protection.

     (b)  The Company  shall mine and extract ore in  accordance  with Par. 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 Mining  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.


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<PAGE>

     (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

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 Mining
          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.

     (b)  Failing any arrangements to the contrary the Company shall not produce
          any  minerals  from the Mining  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 dispose of
          or destroy, except in analyses, any cores or samples obtained from the
          Mining  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 Mining  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 in or connected with
          the operations hereunder.


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<PAGE>

     (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 INPECTOR 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 person, 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.

10.     LIABILITY FOR DAMAGE OR INJURY AND INDEMNITY:

     (a)  Nothing in this Agreement  shall exempt the Company from liability for
          any damage 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


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<PAGE>

          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,


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<PAGE>

          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.

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 in accordance with
          good mining  practice  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  Mining  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.


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     (b)  The Company shall  maintain at the said offices  copies of all reports
          including  interpretations  dealing with gold  prospects in the Mining
          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.

     (d)  Upon  expiration or  termination of this Agreement or the surrender of
          any part of the Mining Area,  such records and data as are required to
          be maintained  pursuant to this  paragraph  which relate to the Mining
          Area,  or such part of the  Mining  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
          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 Mining Area
        in  such  form as may  from  time to  time  be  approved  by the  Chief
        Inspector of Mines.


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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.

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


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          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 Mining 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 40 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 Mining 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.


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     (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  Mining  Area  including  the  stratigraphic  and
          structural  conditions,  together  with a  geological  map on a  scale
          prescribed in the Mining Regulations.

     (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   together  with  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 of 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.


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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 Mining Area and the Company's  registered  office,  for any of the
          following purposes:

          (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 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.


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<PAGE>

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.

20.     RENTALS:

     (a)  The  Company  shall  pay  rent  to  "the  Government"  at the  rate of
          (cent)19,300.00 per annum ((cent)386.10 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 Mining 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  prescribed  by
          legislation.


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<PAGE>

     (b)  The Company  shall pay  royalties  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 royalties
          shall  not be  refunded  by "the  Government"  but  shall be  credited
          against royalties due and payable in the next quarter.

     (c)  In the event of a dispute  with  respect  to the  amount of  royalties
          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  from the date on which  such
          amount was originally payable.

     (d)  The  Company  shall also pay  royalties  on all  timber  felled by the
          Company in accordance with existing legislation.

22.     LATE PAYMENTS:

     (a)  Anything herein 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.


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<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 Mining 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 Mining Area not larger in the
          aggregate  than 20% of said Area.  The Company may  surrender a larger
          part of the Mining 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  Mining  Area so  surrendered
          except those  obligations which accrued prior to the effective date of
          surrender.


                                       18
<PAGE>

     (b)  The Company  shall leave the part of the Mining 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  Mining  Area
          surrendered in good and usable condition having regard to the ecology,
          drainage,  reclamation and environmental protection. 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.

     (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 amount of the
          retained part.

     (d)  "The  Government"  may require  that there be  reserved  over any part
          surrendered such wayleaves,  easements or other rights as shall in its
          opinion be  necessary  or  convenient  for the benefit of any party to
          whom  "the  Government"  may  subsequently  grant  a Gold  Prospecting
          Licence or Gold Mining Lease.


                                       19
<PAGE>

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;

          (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 to enter into any
               agreement or composition  with its creditors or take advantage of
               any  law for  the  benefit  of  debtors  or go into  liquidation,
               whether  compulsory  or  voluntary,  except for the  purposes  of
               reconstruction or amalgamation; or


                                       20
<PAGE>

          (iv) The Company makes a written  statement to "the Government" on any
               material  matter  in  connection  with this  Agreement  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  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.


                                       21
<PAGE>

     (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.

     (e)  Upon termination of this Agreement by "the Government"  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 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 become the property of "the  Government"
          without charge on the effective date of the termination or expiration.

     (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  during 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.


                                       22
<PAGE>

     (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  Mining  Area and if the  Company  does not  remove or
          destroy  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.

     (e)  Upon the  termination  or  expiration of this  Agreement,  The Company
          shall  leave  the  Mining  Area  and  everything  thereon  in  a  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


                                       23
<PAGE>

          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 the  Mining  Area and
          everything there safe at the expense of the Company.

     (f)  The Company shall have the right to enter upon the Mining 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 hereof (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 fulfill 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.


                                       24
<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 thereof.
          This provision shall be in addition to the  requirements of the Mining
          Regulations.

     (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 paragraph (a) and (b) of this sub-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 Mining 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 now
        capital.


                                       25
<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 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 served 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.


                                       26
<PAGE>

     (b)  The Parties  acknowledge and agree that this Agreement was made on the
          basis of the laws and  conditions  prevailing at the date of 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.

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.


                                       27
<PAGE>

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.


                                       28
<PAGE>

                         THE SCHEDULE ABOVE REFERRED TO

          All that  area  covering  approximately  50  square  kilometres  lying
          between  latitutde  5 32' 30"  West  and  latitude  5 37' 30" West and
          longitude  2 05' North and 1 58' 30" North 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:     Richard Kwame Peprah
        -----------------------------------------
        Secretary responsible for and
        on behalf of the Government of
        Ghana who by his execution
        warrants to the other  parties           [illegible  signature]
        that he is duly authorized and           -------------------------------
        empowered to enter into
        this Agreement.

        In the presence of:                      [illegible signature]
                                                 -------------------------------
        Name:    Fred Ohene-Kena
        Address: Ministry of Lands and
        Natural Resources


                                       29
<PAGE>

CANADIAN BOGOSU RESOURCES LIMITED.

                                                 [illegible signature]
                                                 -------------------------------
                                                 Director


In the Presence of                               [illegible signature]
                                                 -------------------------------

Name: Benoni [illegible]

Address: P.O. Box 16075, Airport, Accra


                                  OATH OF PROOF

I,  FRED.  OHENE-KENA  of ACCRA make oath and say that on the 21st day of August
1987 I was present and saw RICHARD KWAME PEPRAH duly execute the  Instrument now
produced to me and marked "A" and that the said  RICHARD  KWAME  PEPRAH can read
and write.

SWORN at Accra, this 30th day               )             [illegible signature]

of September One Thousand                   )             D E P O N E N T

Nine Hundred and Eighty-Seven (1987)        )
                BEFORE ME
                [illegible signature]
                REGISTRAR OF LANDS


                              CERTIFICATE OF PROOF

On the  30th  day of  September  1987  at  11:30  o'clock  in the  morning  this
Instrument was proved before me by the Oath of the within-named FRED. OHENE-KENA
to have been duly executed by the  within-named  RICHARD KWAME PAPRAH for and on
behalf of "the Government" of the Republic of Ghana the Lessor herein.

                                                         [illegible signature]
                                                         REGISTRAR OF LANDS


                                       30
<PAGE>

                             GOLD MINING LEASE AREA

                     FOR CANADIAN BOGOSU RESOURCES LIMITED

                               SITUATE AT BOGOSU

                                SHEWN EDGED PINK

                      AREA = 50 SQUARE KILOMETRES APPROX.




                                     [MAP]

                               [graphic omitted]