DATED:                                                          January 20, 2000



BETWEEN:

                            HIGH MARSH HOLDINGS LTD.

                                                               OF THE FIRST PART



AND:

                             AURORA GOLD CORPORATION

                                                              OF THE SECOND PART



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                          O P T I O N  A G R E E M E N T

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                              SALLEY BOWES HARWARDT
                            Barristers and Solicitors
                      Suite 1750 - 1185 West Georgia Street
                                 Vancouver, B.C.
                                     V6E 4E6



<PAGE>

                                OPTION AGREEMENT

                                TABLE OF CONTENTS

Article                                                                     Page
-------                                                                     ----

INTERPRETATION...............................................................  1

REPRESENTATIONS AND WARRANTIES...............................................  3

OPTION.......................................................................  5

RIGHT OF ENTRY...............................................................  6

POWERS, DUTIES AND OBLIGATIONS OF OPTIONEE AND OPTIONOR......................  6

VESTING OF INTEREST..........................................................  8

TERMINATION OF OPTION........................................................  9

CONFIDENTIALITY..............................................................  9

RESTRICTIONS ON ALIENATION................................................... 10

AFTER ACQUIRED PROPERTIES.................................................... 10

NOTICE....................................................................... 11

FURTHER ASSURANCES........................................................... 11

RULE AGAINST PERPETUITIES.................................................... 11

TIME OF THE ESSENCE.......................................................... 11

ENUREMENT.................................................................... 11

FORCE MAJEURE................................................................ 12

DEFAULT...................................................................... 12

SEVERABILITY................................................................. 12

AMENDMENT.................................................................... 13

ENTIRE AGREEMENT............................................................. 13

OPTION ONLY.................................................................. 13

GOVERNING LAW AND ARBITRATION................................................ 13



<PAGE>

                                OPTION AGREEMENT

THIS AGREEMENT is dated for reference the 20th day of January, 2000.

BETWEEN:

                    HIGH MARSH  HOLDINGS  LTD.,  a body  corporate  incorporated
                    pursuant  to the  laws of the  British  Virgin  Islands  and
                    having an office at 11 Bath Street,  P.O.  Box 398,  Jersey,
                    Channel Islands, JE4 8UT

                    (the "Optionor")

                                                               OF THE FIRST PART

AND

                    AURORA  GOLD  CORPORATION,  a  body  corporate  incorporated
                    pursuant  to the laws of the State of  Delaware,  one of the
                    United  States  of  America,  and  having an office at Suite
                    1505, 1060 Alberni Street, Vancouver,  British Columbia, V6E
                    4K2

                    (the "Optionee")

                                                              OF THE SECOND PART

W H E R E A S:

A. The Optionor  holds  certain  interests in the Property as more  particularly
described in Schedule "A" attached to and made a part of this Agreement;

B. The  Optionor's  interests in the Property are held  pursuant to an agreement
dated January 18, 2000 made between the Optionor and L'office National des Mines
("ONM"),  a copy of which is attached  hereto as  Schedule  "B" and made part of
this Agreement (the "ONM Agreement");

C. The Optionor  wishes to grant and the Optionee wishes to acquire the Property
on the terms and subject to the conditions set out in this Agreement.

     NOW  THEREFORE  THIS  AGREEMENT  WITNESSETH  that in  consideration  of the
premises and of the mutual promises, covenants, conditions,  representations and
warranties herein set out, the parties hereto agree as follows:


1.   INTERPRETATION

1.1 For the purposes of this Agreement, including the recitals and any schedules
hereto,  unless there is something in the subject matter or context inconsistent
therewith,  the  following  words  and  expressions  shall  have  the  following
meanings:


<PAGE>
                                     - 2 -


     (a)  "Affiliate" shall have the meaning attributed to it by the Company Act
          (British Columbia);

     (b)  "After Acquired Properties" mean any and all mineral interests staked,
          located,  granted or acquired by or on behalf of any party  during the
          currency of this  Agreement  which are  located,  in whole or in part,
          within one (1) kilometre of the perimeter of the Property;

     (c)  "Agreement" means this agreement, as amended from time to time;

     (d)  "Commercial  Production"  means the  operation  of the Property or any
          portion  thereof as a  producing  mine and the  production  of mineral
          products  therefrom  (excluding  bulk  sampling,  pilot  plant or test
          operations);

     (e)  "Effective  Date"  means  the date  this  Agreement  is deemed to take
          effect,  being the date that all of the conditions precedent described
          in Section  11.1  herein  have been  satisfied,  or such other date as
          shall be agreed to, in writing, by the parties;

     (f)  "Expenditures" mean all cash,  expenses,  obligations and liabilities,
          other than for personal injury or property damage, of whatever kind or
          nature spent or incurred directly or indirectly in connection with the
          exploration,  development  or equipping of the Property or any portion
          thereof for  Commercial  Production  including,  without  limiting the
          generality of the foregoing, monies expended in constructing,  leasing
          or acquiring  all  facilities,  buildings,  machinery and equipment in
          connection  with  Mining  Work,  in paying any taxes,  fees,  charges,
          payments or rentals (including payments in lieu of assessment work) or
          otherwise to keep the Property or any portion thereof in good standing
          (including  any payment to or in respect of acquiring any agreement or
          confirmation from any holder of surface rights respecting the Property
          or any portion thereof), in carrying out any survey of the Property or
          any portion thereof, in doing geophysical,  geochemical and geological
          surveys, in trenching, drilling, assaying, metallurgical testing, bulk
          sampling  and  pilot  plant  operations,  in paying  the fees,  wages,
          salaries,   travelling  expenses,  fringe  benefits  (whether  or  not
          required  by law) of all persons  engaged in work with  respect to and
          for the benefit of the Property or any portion thereof,  in paying for
          the food,  lodging  and other  reasonable  needs of such  persons,  in
          preparing  any reports and in  supervising  and managing any work done
          with  respect to and for the  benefit of the  Property  or any portion
          thereof,  or in any other respects  necessary for the due carrying out
          of Mining Work, including any operator's overhead fees;

     (g)  "Exploration   Permit"  means  the   exploration   permit  (permis  de
          recherche)  dated June 30, 1998 issued by the  Minister of Industry of
          Tunisia  granting  to ONM the right to explore  for base and  precious
          metals  (3rd  group as  described  in the  Mining  Law  Decree  of the
          Republic of Tunisia  dated  January 1, 1953)  within the area  covered
          thereby,  a copy of which  exploration  permit is  attached  hereto as
          Schedule "C";

     (h)  "Mining  Work"  means  every kind of work done on or in respect of the
          Property or the products  therefrom by or under the direction of or on
          behalf of or for the  benefit of a party  and,  without  limiting  the
          generality of the foregoing,  includes


<PAGE>
                                     - 3 -


          assessment work,  geophysical,  geochemical and geological  surveying,
          studies and mapping,  investigating,  trenching,  drilling, designing,
          examining,  equipping,  improving,  surveying, shaft sinking, raising,
          crosscutting and drifting, searching for, digging, trucking, sampling,
          working  and  procuring  minerals,   ores,  metals  and  concentrates,
          surveying and bringing any mineral claims or other  interests to lease
          or patent,  reporting  and all other  work  usually  considered  to be
          prospecting, exploration, development and mining work;

     (i)  "Net  Smelter  Returns  Royalty"  means that charge on  proceeds  from
          production as described in Schedule "D";

     (j)  "Option"  means the option  granted by the  Optionor  to the  Optionee
          under Section 3.1 of this Agreement;

     (k)  "Property" means the Exploration Permit more particularly described in
          Schedule "A" hereto together with the surface rights,  mineral rights,
          personal   property  and  consents   and   authorizations   associated
          therewith, and shall include any renewal thereof and any other form of
          successor  or  substitute  title  thereto,   and  any   After-Acquired
          Properties;

1.2 In this  Agreement,  all dollar amounts are expressed in lawful  currency of
the United States of America, unless specifically provided to the contrary.

1.3 The titles to the  respective  Articles  hereof  shall not be deemed to be a
part of this Agreement but shall be regarded as having been used for convenience
only.

1.4 Words used herein  importing  the singular  number shall include the plural,
and  vice-versa,  and words  importing  the  masculine  gender shall include the
feminine and neuter genders,  and vice-versa,  and words importing persons shall
include firms, partnerships and corporations.


2.   REPRESENTATIONS AND WARRANTIES

2.1  Each party represents and warrants to the others that:

     (a)  if a company,  it is a company duly  incorporated,  validly subsisting
          and in good  standing  with respect to filing of annual  reports under
          the laws of the  jurisdiction of its  incorporation  and is or will be
          qualified  to do business  and to hold an interest in the  Property in
          the jurisdiction in which the Property is located;

     (b)  it has full power and  authority to carry on its business and to enter
          into this Agreement and any agreement or instrument  referred to in or
          contemplated by this Agreement and to carry out and perform all of its
          obligations and duties hereunder;

     (c)  it has duly obtained all  authorizations  for the execution,  delivery
          and  performance of this Agreement,  and such execution,  delivery and
          performance   and  the   consummation  of  the   transactions   herein
          contemplated  will not conflict  with, or accelerate  the  performance
          required  by or result in any breach of any  covenants  or

<PAGE>
                                     - 4 -


          agreements  contained in or constitute a default  under,  or result in
          the creation of any  encumbrance,  lien or charge under the provisions
          of its constating or initiating documents or any indenture,  agreement
          or other  instrument  whatsoever to which it is a party or by which it
          is bound or to which it may be  subject  and will not  contravene  any
          applicable laws.

2.2 The Optionor represents and warrants to the Optionee that:

     (a)  it is the  sole  beneficial  owner  of a 100%  interest  in and to the
          Property, subject to the interests of ONM under the ONM Agreement;

     (b)  the ONM Agreement is in full force and effect, no interest therein has
          been assigned or otherwise  disposed of by either ONM or the Optionor,
          the Optionor has complied with all its obligations  thereunder and ONM
          has received  written  consent to the ONM Agreement from the Secretary
          of State for  Planning  and  Finance  or such other  authority  of the
          Republic of Tunisia having jurisdiction in the matter, pursuant to the
          provisions  of Article 25 of the Mining Law Decree of the  Republic of
          Tunisia dated January 1, 1953;

     (c)  the Property is in good standing under the laws of the jurisdiction in
          which the Property is located, until and including the expiry date set
          forth in Schedule "A" hereto;

     (d)  the Property is free and clear of all liens,  charges and encumbrances
          and is not subject to any right, claim or interest of any other person
          other than ONM pursuant to the terms of the ONM Agreement;

     (e)  it has complied with all laws in effect in the  jurisdiction  in which
          the Property is located with respect to the Property and such Property
          has been duly and properly staked and recorded in accordance with such
          laws and that the  Optionee  may enter in,  under or upon the Property
          for all purposes of this Agreement  without making any payment to, and
          without accounting to or obtaining the permission of, any other person
          other than any payment required to be made under this Agreement; and

     (f)  there is no adverse claim or challenge  against or to the ownership of
          or title to the  Property,  or any  portion  thereof  nor is there any
          basis therefor and there are no  outstanding  agreements or options to
          acquire or purchase  the  Property or any portion  thereof or interest
          therein  and no person  has any  royalty  or  interest  whatsoever  in
          production  or profits from the Property or any portion  thereof,  and
          the  Property  is not the  whole  or  substantially  the  whole of the
          Optionor's assets or undertaking.

2.3 The  representations  and warranties  hereinbefore set out are conditions on
which the  parties  have  relied in  entering  into  this  Agreement,  are to be
construed  as both  conditions  and  warranties  and  shall,  regardless  of any
investigation  which  may have  been made by or on behalf of any party as to the
accuracy  of such  representations  and  warranties,  survive the closing of the
transaction  contemplated hereby and each of the parties will indemnify and save
the other harmless from all loss, damage,  costs,  actions and suits arising out
of or in connection with any breach of any  representation or warranty contained
in this  Agreement,  and each party shall be

<PAGE>
                                     - 5 -


entitled,  in addition to any other remedy to which it may be  entitled,  to set
off any such loss, damage or costs suffered by it as a result of any such breach
against any payment required to be made by it to any other party hereunder.


3.   OPTION

3.1 The Optionor  hereby grants to the Optionee the sole and exclusive right and
option to acquire a one hundred  percent (100%) interest in and to the Property,
free and clear of all liens, charges,  encumbrances,  claims, rights or interest
of any person, subject to the terms of the Exploration Permit, such option to be
exercisable  by the  Optionee by funding  100% of the cost of  carrying  out the
Expenditures  required under the terms of the Exploration  Permit to fulfill the
requirements  thereunder  and to keep the  Exploration  Permit in good standing,
which Expenditures will not be less than $500,000, in aggregate,  to be incurred
in the following manner:

     (a)  $50,000 on or by the first anniversary of the Effective Date;

     (b)  an additional $50,000 on or by the second anniversary of the Effective
          Date;

     (c)  an additional  $75,000 on or by the third anniversary of the Effective
          Date;

     (d)  an  additional  $150,000  on or  by  the  fourth  anniversary  of  the
          Effective Date; and

     (f)  an additional $175,000 on or by the fifth anniversary of the Effective
          Date;

provided  that, to the extent that  Expenditures  in any year exceed the minimum
amounts set forth above, such excess  Expenditures shall be a credit towards the
minimum Expenditure commitment in subsequent years.

3.2  As  additional  consideration  for  the  exercise  of  the  Option  granted
hereunder,  the Optionee shall pay an aggregate $75,000 to the Optionor,  in the
following manner:

     (a)  the sum of $5,000 on the Effective Date;

     (b)  the sum of $10,000 on the first anniversary of the Effective Date;

     (c)  the sum of $15,000 on the second anniversary of the Effective Date;

     (d)  the sum of $20,000 on the third anniversary of the Effective Date; and

     (e)  the sum of $25,000 on the fourth anniversary of the Effective Date.

3.3 The Optionee acknowledges that on commencement of Commercial Production, the
Property will be subject to the Net Smelter  Returns  Royalty.  After vesting of
the  Property  in the  Optionee  pursuant  to the  provisions  of Section 6, the
Optionee  shall pay to the  Optionor  an advance  Net  Smelter  Returns  Royalty
payment of $25,000 on each  anniversary of the Effective Date, the first of such
advance Net Smelter Returns Royalty payment to be made on the fifth  anniversary
of the  Effective  Date.  At any time  following  vesting of the Property in the
Optionee,  the Optionee may terminate its obligation to pay any further  advance
Net Smelter Returns

<PAGE>
                                     - 6 -


Royalty  payments by offering to transfer the Property back to the Optionor,  or
its  assignee  as the case may be, for  nominal  consideration.  All advance Net
Smelter  Return  Royalty  payments  shall be  credited  against  the  Optionee's
obligation to pay Net Smelter Return  Royalties  following the  commencement  of
Commercial Production.

3.4 At any time  following  the  vesting of the  Property in the  Optionee,  the
Optionee  may elect,  and the Optionor  hereby  grants to the Optionee an option
(the "NSR  Option"),  to  purchase  one-half  (1/2) of the Net  Smelter  Returns
Royalty  (constituting  one percent  (1%) of the Net Smelter  Returns).  The NSR
Option may be exercised by the Optionee by notice delivered to the Optionor, and
upon such notice having been delivered, the Optionor will sell one-half (1/2) of
the Net Smelter  Returns Royalty  (constituting  one percent (1%) of Net Smelter
Returns) to the  Optionee,  for and in  consideration  of the sum of One Million
Dollars ($1,000,000), payable to the Optionor by way of certified cheque or bank
draft within thirty (30) days of the delivery of the notice  exercising  the NSR
Option.

3.5 In the event that, at any time  following the vesting of the Property in the
Optionee,  the  Optionor  intends to  dispose  of all of any  portion of its Net
Smelter  Returns  Royalty or  receives an offer to acquire all or any portion of
its Net Smelter Returns Royalty, which it intends to accept, the Optionee shall,
for a period of 30 days,  have the  exclusive  first  right to acquire  such Net
Smelter Returns Royalty or portion  thereof,  upon the same terms and conditions
as those intended or received by the Optionor.


4.   RIGHT OF ENTRY

4.1  Except  as  otherwise  provided  in this  Agreement,  until  the  Option is
exercised or  terminated  in accordance  with the terms of this  Agreement,  the
Optionee, its servants and agents shall have the sole and exclusive right to:

     (a)  enter in, under or upon the Property and conduct Mining Work;

     (b)  exclusive and quiet possession of the Property;

     (c)  bring upon the Property and to erect thereon such mining facilities as
          it may consider advisable; and

     (d)  remove from the  Property  ore or mineral  products for the purpose of
          bulk sampling, pilot plant or test operations.


5.   POWERS, DUTIES AND OBLIGATIONS OF OPTIONEE AND OPTIONOR

5.1 The Optionee  shall have full right,  power and  authority to do  everything
necessary or desirable to carry out an  exploration  program on the Property and
to determine  the manner of  exploration  and  development  of the Property and,
without limiting the generality of the foregoing, the right, power and authority
to:

     (a)  regulate  access  to the  Property,  subject  only to the right of the
          Optionor and its representatives to have access to the Property at all
          reasonable times for the

<PAGE>
                                     - 7 -


          purpose of  inspecting  work being done  thereon but at their own risk
          and expense;

     (b)  employ and engage such employees,  agents and independent  contractors
          as it may consider  necessary or advisable to carry out its duties and
          obligations  hereunder  and in this  connection to delegate any of its
          powers and rights to perform its duties and obligations  hereunder but
          the Optionee shall not enter into contractual  relationships except on
          terms which are commercially competitive;

     (c)  execute all documents,  deeds and instruments,  do or cause to be done
          all such  acts and  things  and  give  all such  assurances  as may be
          necessary  to maintain  good and valid title to the  Property and each
          party hereby irrevocably  constitutes the Optionee its true and lawful
          attorney  to  give  effect  to the  foregoing  and  hereby  agrees  to
          indemnify and save the Optionee  harmless from any and all costs, loss
          or damage  sustained or incurred without gross negligence or bad faith
          by the Optionee  directly or indirectly as a result of its exercise of
          its powers pursuant to this Subsection 5.1(c); and

     (d)  conduct such title  examinations and cure such title defects as may be
          advisable in the reasonable judgment of the Optionee.

5.2 The Optionee shall have the duties and obligations to:

     (a)  keep the Property free and clear of all liens and encumbrances arising
          from its operations hereunder (except liens contested in good faith by
          the Optionee) and in good standing by the doing and filing, or payment
          in lieu thereof,  of all necessary  assessment work and payment of all
          taxes  required  to be paid  and by the  doing of all  other  acts and
          things and the making all other payments required to be made which may
          be necessary in that regard;

     (b)  permit the Optionor and its representatives, duly authorized by it, in
          writing, at their own risk and expense,  access to the Property at all
          reasonable  times  and to all  records  prepared  by the  Optionee  in
          connection with Mining Work. The Optionee shall prepare and deliver to
          the  Optionor  at  reasonable  intervals,  but in any  event  not less
          frequently  than once annually,  a report on all Mining Work conducted
          by the  Optionee,  which  annual  report  shall  be  delivered  to the
          Optionor sixty (60) days prior to each  anniversary of the date of the
          grant  of the  Exploration  Permit  as set  out in  subsection  1.1(g)
          hereof;

     (c)  conduct all work on or with  respect to the  Property in a careful and
          minerlike  manner and in accordance  with the  applicable  laws of the
          jurisdiction  in which the Property is located and  indemnify and save
          the Optionor  harmless from any and all claims,  suits or actions made
          or  brought  against  the  Optionor  as a result  of work  done by the
          Optionee on or with respect to the Property;

     (d)  obtain and maintain or cause any contractor engaged by it hereunder to
          obtain and maintain, during any period in which active work is carried
          out hereunder, not less than the following:

          (i)  employer's  liability insurance covering each employee engaged in
               the operations hereunder to the extent of $1,000,000;


<PAGE>
                                     - 8 -


          (ii) comprehensive  general liability insurance in such form as may be
               customarily  carried by a prudent operator for similar operations
               with  a  bodily  injury,  death  and  property  damage  limit  of
               $1,000,000 inclusive;

         (iii) vehicle,   aircraft  and   watercraft   insurance   covering  all
               aircraft,  vehicles and watercraft owned and non-owned,  operated
               and/or licensed by the Optionee,  with a bodily injury, death and
               property damage limit of $5,000,000 inclusive;

          and will forward to the Optionor,  a certificate of insurance for each
          of such amounts showing the Optionor as a named insured, and will give
          the Optionor advance written notice of any reduction or termination of
          such coverage;

     (e)  maintain  true and correct  books,  accounts and records of operations
          hereunder.

5.3 During the term of this  Agreement,  the  Optionor  shall  maintain  the ONM
Agreement in good standing by making all payments due to ONM in accordance  with
the terms of the ONM  Agreement,  and  otherwise  ensuring  compliance  with the
Optionor's obligations thereunder. Furthermore, the Optionor shall not assign or
dispose of any interest in the ONM  Agreement to any third party during the term
of this Agreement. In the event the Optionor for whatever reason fails to comply
with any provision of the ONM Agreement,  the Optionee shall have the right, but
not the  obligation,  to take such  action  as may be  necessary  to ensure  the
Optionor's  compliance  with the ONM  Agreement,  including  but not  limited to
making any payments due  thereunder,  and any such payments made by the Optionee
on behalf of the Optionor shall for the purposes of this Agreement be considered
to be Expenditures and credited towards the Optionee's obligations under Section
3.1 herein.

5.4  During  the term of this  Agreement,  the  Optionor  shall  deliver  to the
Optionee copies of all written  correspondence  between the Optionor and ONM and
evidence of all  payments  made by the  Optionor to ONM pursuant to the terms of
the ONM Agreement or otherwise.

6.   VESTING OF INTEREST

6.1  Forthwith  upon the  Optionee  exercising  the  Option  by  performing  the
requirements  of Sections 3.1 and 3.2, an undivided one hundred  percent  (100%)
interest in and to the Property shall vest, and shall be deemed for all purposes
hereof to have vested, in the Optionee.  Thereafter, the Optionor shall take all
steps  necessary  to cause ONM to transfer the Permit to the Optionee as soon as
practicable.

6.2 The parties acknowledge the right and privilege of the Optionor and Optionee
to file,  register  and/or to otherwise  deposit a copy of this Agreement in the
appropriate  recording  office for the  jurisdiction  in which the  Property  is
located and with any other governmental agencies to give third parties notice of
this  Agreement,  and hereby agree,  each with the others,  to do or cause to be
done all acts or things reasonably necessary to effect such filing, registration
or deposit.


<PAGE>

                                     - 9 -

7.   TERMINATION OF OPTION

7.1 In the event of default in the  performance of the  requirements of Sections
3.1 and 3.2,  then  subject to the  provisions  of Sections 7.3 and 17.1 of this
Agreement, the Option and this Agreement shall terminate.

7.2 The Optionee  shall have the right to terminate  this Agreement by giving 30
days' written notice of such  termination to the Optionor and upon the effective
date of such termination this Agreement shall be of no further force and effect,
except the Optionee shall be required to perform any  obligations  which are the
responsibility  of the  Optionee  as  specified  under  the  provisions  of this
Agreement and which have not been satisfied.

7.3  Notwithstanding  any other  provisions of this  Agreement,  in the event of
termination of this Agreement, the Optionee shall:

     (a)  deliver to the Optionor any and all reports,  samples, drill cores and
          engineering data of any kind whatsoever  pertaining to the Property or
          related to Mining Work which has not been previously  delivered to the
          Optionor;

     (b)  perform or secure the performance of all reclamation and environmental
          rehabilitation as may be required by all applicable legislation; and

     (c)  upon notice from the  Optionor,  remove all  materials,  supplies  and
          equipment from the Property,  provided however,  that the Optionor may
          dispose of any such materials,  supplies or equipment not removed from
          the  Property  within one hundred and eighty  (180) days of receipt of
          such notice by the Optionee.


8.   CONFIDENTIALITY

8.1 All  information  and data  concerning  or derived from Mining Work shall be
confidential  and,  except to the extent required by law or by regulation of any
securities  commission,  stock exchange or other  regulatory  body, shall not be
disclosed  to any  person  other  than a  party's  professional  advisors  or an
Affiliate without the prior written consent of the other party or parties, which
consent shall not unreasonably be withheld.

8.2 The  text of any news  releases  or other  public  statements  which a party
desires to make with  respect to the  Property  shall be made  available  to the
other party or parties prior to publication and the other party or parties shall
have the right to make  suggestions  for changes therein within twenty four (24)
hours of delivery.


<PAGE>

                                     - 10 -


9.   RESTRICTIONS ON ALIENATION

9.1 No party  (the  "Selling  Party")  shall  sell,  transfer,  convey,  assign,
mortgage or grant an option in respect of or grant a right to purchase or in any
manner  transfer or alienate  all or any portion of its interest or rights under
this Agreement  without the prior consent in writing,  within 30 days of receipt
of notice  thereof,  of the other  party,  such  consent not to be  unreasonably
withheld,  and the failure to notify the Selling  Party  within the said 30 days
that such consent has been withheld shall be deemed to constitute the consent of
the other party.

9.2 Before the  completion of any sale or other  disposition by any party of its
interests or rights or any portion  thereof  under this  Agreement,  the Selling
Party shall  require the proposed  acquirer to enter into an agreement  with the
party not selling or otherwise disposing on the same terms and conditions as set
out in this Agreement.

9.3 The  provisions  of  Sections  9.1 and 9.2  shall not  prevent a party  from
entering into an  amalgamation or corporate  reorganization  which will have the
effect  in law of the  amalgamated  or  surviving  company  possessing  all  the
property,  rights and interests and being subject to all the debts,  liabilities
and obligations of each amalgamating or predecessor  company, or prevent a party
from  assigning  its interest to an Affiliate  of such party  provided  that the
Affiliate  first  complies with Section 9.2 and agrees in writing with the other
party to re-transfer such interest to the originally assigning party immediately
before ceasing to be an Affiliate of such party.


10.  AFTER ACQUIRED PROPERTIES

10.1 The parties covenant and agree, each with the other, that any and all After
Acquired  Properties  shall be  subject  to the  terms  and  conditions  of this
Agreement  and shall be added to and  deemed,  for all  purposes  hereof,  to be
included  in the  Property.  Any costs  incurred  by the  Optionee  in  staking,
locating,  recording or otherwise  acquiring any After Acquired Properties shall
be included in the calculation of its Expenditures hereunder.


11.  CONDITIONS PRECEDENT

11.1 This  Agreement and the  obligations  of the parties  hereunder are in each
case subject to the following conditions precedent:

     (a)  receipt by each of the  parties of the  written  consent of ONM to the
          Agreement in the form attached hereto as Schedule "E"; and

     (b)  receipt by each of the parties of the written consent of the Secretary
          of State for  Planning  and  Finance  or such other  authority  of the
          Republic  of  Tunisia  having  jurisdiction  in the  matter,  to  this
          Agreement.

11.2 In the event the  conditions  precedent  described  in Section 11.1 are not
satisfied on or before July 31, 2000,  this Agreement  shall terminate and be of
no further force or effect.



<PAGE>
                                     - 11 -


12.  NOTICE

12.1 Any notice,  direction,  or other  instrument  required or  permitted to be
given  under  this  Agreement  shall  be in  writing  and  shall be given by the
delivery of same or by mailing same by prepaid  registered or certified  mail or
by sending same by telegram,  telex,  telecommunication or other similar form of
communication,  in each case addressed to the intended  recipient at the address
of the respective party set out on the first page hereof.

12.2 Any notice, direction, or other instrument aforesaid will, if delivered, be
deemed  to have been  given and  received  on the day it was  delivered,  and if
mailed,  be deemed to have been given and  received  on the tenth  business  day
following  the day of mailing,  except in the event of  disruption of the postal
service in which event notice will be deemed to be received  only when  actually
received  and, if sent by telegram,  telecommunication  or other similar form of
communication,  be  deemed to have been  given  and  received  on the day it was
actually received.

12.3 Any party  may at any time give  notice  in  writing  to the  others of any
change of  address,  and from and after the giving of such  notice,  the address
therein  specified  will be  deemed  to be the  address  of such  party  for the
purposes of giving notice hereunder.


13.  FURTHER ASSURANCES

13.1 Each of the  parties  covenants  and  agrees,  from time to time and at all
times,  to do all such  further  acts and execute  and deliver all such  further
deeds,  documents and assurances as may be reasonably required in order to fully
perform and carry out the terms and intent of this Agreement.


14.  RULE AGAINST PERPETUITIES

14.1 If any  right,  power or  interest  of any  party in  property  under  this
Agreement would violate the rule against perpetuities, then such right, power or
interest shall  terminate at the expiration of twenty (20) years after the death
of the  last  survivor  of all the  lineal  descendants  of Her  Majesty,  Queen
Elizabeth II of England, living on the date of the execution of this Agreement.


15.  TIME OF THE ESSENCE

15.1 Time shall be of the essence in the performance of this Agreement.


16.  ENUREMENT

16.1 This  Agreement  shall  enure to the  benefit  of and be  binding  upon the
parties and their respective successors and permitted assigns.



<PAGE>
                                     - 12 -


17.  FORCE MAJEURE

17.1 No party will be liable for its failure to perform  any of its  obligations
under this Agreement due to a cause beyond its reasonable  control (except those
caused by its own lack of funds)  including,  but not  limited  to, acts of God,
fire,  storm,   flood,   explosion,   strikes,   lockouts  or  other  industrial
disturbances,  acts of public enemy, war, riots,  laws, rules and regulations or
orders of any duly constituted  governmental  authority,  or  nonavailability of
materials or transportation (each an "Intervening Event").

17.2 All time  limits  imposed by this  Agreement  will be  extended by a period
equivalent to the period of delay resulting from an Intervening Event.

17.3 A party  relying on the  provisions  of  Section  16.1  hereof,  insofar as
possible,  shall  promptly  give  written  notice  to  the  other  party  of the
particulars  of the  Intervening  Event,  shall give written notice to all other
parties  as soon as the  Intervening  Event  ceases  to  exist,  shall  take all
reasonable  steps to  eliminate  any  Intervening  Event  and will  perform  its
obligations under this Agreement as far as practicable,  but nothing herein will
require  such party to settle or adjust any labour  dispute or to question or to
test the validity of any law, rule,  regulation or order of any duly constituted
governmental authority or to complete its obligations under this Agreement if an
Intervening Event renders completion impossible.


18.  DEFAULT

18.1 If a party (the "Defaulting Party") is in default of any requirement herein
set forth, the party affected by such default (the "Non-Defaulting Party") shall
give written  notice to all other  parties  within  thirty (30) days of becoming
aware of such default,  specifying the default,  and the Defaulting  Party shall
not lose any rights under this Agreement,  nor shall the Agreement or the Option
terminate, nor shall the Non-Defaulting Party have any rights, remedies or cause
of action pursuant to this Agreement, or otherwise hereunder as a result of such
default, unless within thirty (30) days after the giving of notice of default by
the Non-Defaulting Party, the Defaulting Party has failed to cure the default by
the  appropriate  performance,  and if the  Defaulting  Party fails  within such
period  to cure  such  default,  the  Non-Defaulting  Party  shall  only then be
entitled to seek any remedy it may have on account of such default.


19.  SEVERABILITY

19.1 If any one or more of the  provisions  contained  herein should be invalid,
illegal or  unenforceable  in any  respect in any  jurisdiction,  the  validity,
legality and  enforceability of such provisions shall not in any way be affected
or impaired  thereby in any other  jurisdiction  and the validity,  legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.


<PAGE>
                                     - 13 -


20.  AMENDMENT

20.1 This  Agreement  may not be  changed  orally  but only by an  agreement  in
writing,  signed  by  the  party  against  which  enforcement,  waiver,  change,
modification or discharge is sought.


21.  ENTIRE AGREEMENT

21.1  This  Agreement   constitutes  and  contains  the  entire   agreement  and
understanding   between  the  parties  and  supersedes  all  prior   agreements,
memoranda,  correspondence,  communications,  negotiations and  representations,
whether oral or written, express or implied,  statutory or otherwise between the
parties or any of them with respect to the subject matter hereof.


22.  OPTION ONLY

22.1 This  Agreement  provides  for an option only,  and except as  specifically
provided  otherwise,  nothing herein  contained shall be construed as obligating
the Optionee to do any acts or make any payments  hereunder  and any act or acts
or payment or  payments as shall be made  hereunder  shall not be  construed  as
obligating the Optionee to do any further act or make any further payment.


23.  GOVERNING LAW AND ARBITRATION

23.1 This Agreement  shall be governed by and interpreted in accordance with the
laws of the Province of British Columbia.

23.2 All disputes  arising out of or in connection  with this  Agreement,  or in
respect  of any  defined  legal  relationship  associated  therewith  or derived
therefrom,  shall be referred to and finally  resolved by arbitration  under the
rules of the British Columbia International Commercial Arbitration Centre.

23.3 The  appointing  authority  shall  be the  British  Columbia  International
Commercial  Arbitration Centre and the case shall be administered by the British
Columbia  International  Commercial  Arbitration  Centre in accordance  with its
"Procedures for Cases under the BCICAC Rules" at Vancouver, British Columbia.

<PAGE>
                                     - 14 -

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

THE COMMON SEAL of HIGH MARSH                    )
HOLDINGS LTD. was hereto affixed in              )
the presence of:                                 )
                                                 )
                                                 )
/s/ Lester Kemp                                  )
--------------------------------------------     )
Authorized Signatory                             )            c/s
                                                 )
                                                 )
     Lester Kemp                                 )
--------------------------------------------     )
Authorized Signatory                             )
                                                 )

THE COMMON SEAL of AURORA                        )
GOLD CORPORATION was hereto                      )
affixed in the presence of:                      )
                                                 )
                                                 )
/s/ David Jenkins                                )
--------------------------------------------     )
Authorized Signatory                             )            c/s
                                                 )
                                                 )
    David Jenkins                                )
--------------------------------------------     )
Authorized Signatory                             )
                                                 )


<PAGE>


               THIS IS SCHEDULE "A" TO THE OPTION AGREEMENT DATED
                JANUARY 20, 2000 BETWEEN HIGH MARSH HOLDINGS LTD.
                           AND AURORA GOLD CORPORATION




                             Description of Property


================================================================================
Name of Exploration    Exploration                      Expiry Date of
Permit Area            Permit Number    Area            Exploration Permit
================================================================================
Hammala                638002           400 hectares    June 29, 2001
================================================================================



<PAGE>

               THIS IS SCHEDULE "B" TO THE OPTION AGREEMENT DATED
                JANUARY 20, 2000 BETWEEN HIGH MARSH HOLDINGS LTD.
                           AND AURORA GOLD CORPORATION







<PAGE>


               THIS IS SCHEDULE "C" TO THE OPTION AGREEMENT DATED
                JANUARY 20, 2000 BETWEEN HIGH MARSH HOLDINGS LTD.
                           AND AURORA GOLD CORPORATION








<PAGE>


               THIS IS SCHEDULE "D" TO THE OPTION AGREEMENT DATED
                JANUARY 20, 2000 BETWEEN HIGH MARSH HOLDINGS LTD.
                           AND AURORA GOLD CORPORATION



                     Net Smelter Returns Royalty Calculation


1.   As additional  consideration the Optionee  acknowledges and agrees that its
     interest  in the  Property  shall be  subject to a royalty or charge in the
     amount  of two  percent  (2%)  of Net  Smelter  Returns  in  favour  of the
     Optionor,  subject to the  provisions of sections 3.4 and 3.5 of the Option
     Agreement to which this Schedule "D" is appended.

2.   For the purpose of this  Agreement,  "Net Smelter  Returns"  shall mean the
     actual  proceeds  received by the Optionee from a smelter or other place of
     sale or treatment  with respect to all ore removed by the Optionee from the
     Property as evidenced by its returns or settlement  sheets after  deducting
     from the said proceeds all freight or other  transportation  costs from the
     shipping  point to the  smelter  or other  place of sale or  treatment  but
     without any other deduction whatsoever.

3.   Net Smelter Returns due and payable to the Optionor hereunder shall be paid
     within  thirty (30) days after  receipt of the said actual  proceeds by the
     Optionee.

4.   Within  ninety (90) days after the end of each fiscal year of the  Optionee
     during  which  the  Property  was in  commercial  production,  the  records
     relating to the  calculation of Net Smelter Returns during that fiscal year
     shall be audited and any adjustments  shall be made forthwith.  The audited
     statements  shall be  delivered  to the  Optionor who shall have sixty (60)
     days after receipt of such statements to question in writing their accuracy
     and, failing such question, the statements shall be deemed correct.

5.   The Optionor or his representative duly appointed in writing shall have the
     right at all reasonable times, upon written request,  to inspect such books
     and financial  records of the Optionee as are relevant to the determination
     of Net Smelter Returns and at his own expense, to make copies thereof.



<PAGE>


               THIS IS SCHEDULE "E" TO THE OPTION AGREEMENT DATED
                JANUARY 20, 2000 BETWEEN HIGH MARSH HOLDINGS LTD.
                           AND AURORA GOLD CORPORATION


                                     CONSENT



To:       High Marsh Holdings Ltd.
          11 Bath Street
          P.O. Box 398
          Jersey, Channel Islands
          JE4 8UT

And to:   Aurora Gold Corporation
          Suite 1505 1060 Alberni Street
          Vancouver, British Columbia
          V6E 4K2


Re:  Grant of Option by High Marsh Holdings Ltd. to Aurora
     Gold Corporation in respect of Hammala  Exploration Permit (the "Property")

Pursuant  to  Article  IV - 2.7 of  that  certain  agreement  pertaining  to the
Property  made  between  L'office  National  des Mines  ("ONM")  and High  Marsh
Holdings  Ltd.  ("High  Marsh")  dated  __________________________,   2000  (the
"Agreement"),  ONM hereby  consents  to the grant by High  Marsh to Aurora  Gold
Corporation  ("Aurora") of an option to acquire 100% of High Marsh's interest in
the  Property  on the terms and  conditions  contained  in the Option  Agreement
entered into between High Marsh and Aurora dated January ______, 2000, a copy of
which ONM acknowledges having received and reviewed (the "Option").

Notwithstanding the provisions of Article VII of the Agreement,  ONM hereby also
consents  to High  Marsh  disclosing  to  Aurora  all  confidential  information
relating to the Property  which High Marsh has obtained from either ONM or other
sources.

Dated at _________________________, this _____ day of ___________________, 2000.


L'OFFICE NATIONAL DES MINES


Per: __________________________
     Authorized Signatory