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                                TABLE OF CONTENTS

<S>     <C>                                                                                              <C>
SECTION 1         EXCHANGE OF SHARES..............................................................       1
1.1      Exchange of Shares.......................................................................       1
(a)      Wholly-Owned Subsidiary..................................................................       1

SECTION 2         REPRESENTATION AND WARRANTIES...................................................       1
2.1      Representations and Warranties of Seller.................................................       1
(a)      Due Incorporation, Good Standing, and Qualification......................................       1
(b)      Capital Stock............................................................................       2
(c)      Options, Warrants, and Rights............................................................       2
(d)      Subsidiaries.............................................................................       2
(e)      Financial Statements.....................................................................       2
(f)      Books and Records........................................................................       2
(g)      No Material Change.......................................................................       2
(h)      Actions in the Ordinary Course of Business...............................................       3
(i)      Asset Acquisition........................................................................       3
(j)      Title to Properties......................................................................       3
(k)      Litigation...............................................................................       4
(l)      Licenses and Rights......................................................................       4
(m)      No Violation.............................................................................       4
(n)      Taxes....................................................................................       4
(o)      Accounts Receivable......................................................................       4
(p)      Contracts................................................................................       5
(q)      Compliance with Law and Other Regulations................................................       5
(r)      Insurance................................................................................       5
(t)      Articles, Bylaws, and Minute Books.......................................................       5
(u)      Employees................................................................................       5
(v)      No Payments to Directors, Officers, Shareholders or Others...............................       5
(v)      Status of Global Gold Common Stock Being Acquired........................................       6
(x)      Accuracy of Statements...................................................................       6

2.2      Further Representations and Warranties of Sellers........................................       6
(a)      Ownership of Capital Stock of Global Gold................................................       6
(b)      Rights to Acquire Shares.................................................................       6
(c)      Power to Execute Agreement...............................................................       6
(d)      Agreement Not in Breach of Other Instruments.............................................       6
(e)      Reliance Upon Seller's Advisors..........................................................       6
(f)      Intent and Access........................................................................       7

2.3      Representations and Warranties of Buyer..................................................       7
(a)      Due Incorporation, Good Standing, and Qualification......................................       7
(b)      Corporate Authority......................................................................       7
(c)      Capital Stock............................................................................       8
(d)      Options, Warrants, and Rights............................................................       8
(e)      Shareholders.............................................................................       8
(f)      Subsidiaries.............................................................................       8
(g)      Financial Statements.....................................................................       8
(h)      Books and Records........................................................................       9
(i)      No Material Change.......................................................................       9
(i)      Actions in the Ordinary Course of Business...............................................       9
(k)      Title to Assets and Properties...........................................................       9
(l)      Litigation...............................................................................       9
(m)      Rights and Licenses......................................................................      10
(n)      No Violation.............................................................................      10
(o)      Taxes....................................................................................      10

                                  Page 1 of 36
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(p)      Accounts Receivable......................................................................      10
(q)      Contracts................................................................................      10
(r)      Compliance with Law and Other Regulations................................................      11
(s)      Insurance................................................................................      11
(t)      Certificate, Bylaws, and Minute Books....................................................      11
(u)      Employees................................................................................      11
(v)      Regulatory Reports.......................................................................      11
(w)      Accuracy of Statements...................................................................      11

2.4      Survival of Representations and Warranties...............................................      11

SECTION 3         COVENANTS OF BUYERS.............................................................      12
3.1      Covenants of Delta.......................................................................      12
(a)      Operation of Global......................................................................      12
(b)      Board of Directors of Delta..............................................................      12
(c)      Employment / Consulting Contracts........................................................      12
(d)      Stockholders' Approval...................................................................      12

SECTION 4         FURTHER ASSURANCES..............................................................      13

SECTION 5         GENERAL.........................................................................      13
5.1      Costs and Indemnity Against Finders......................................................      13
5.2      Controlling Law..........................................................................      13
5.3      Notices..................................................................................      13
5.4      Conflict of Interest.....................................................................      14
5.5      Binding Nature of Agreement; No Assignment...............................................      14
5.6      Entire Agreement.........................................................................      14
5.7      Paragraph Headings.......................................................................      14
5.8      Counterparts.............................................................................      14

Schedule A-- Shares of New Common Stock of Delta to be Acquired...................................      29
Schedule B-- Interests of Global Gold, Inc........................................................      31
Schedule C-- Global Gold, Inc. ...................................................................      32
Schedule D-- Delta International Mining & Exploration, Inc........................................      33
Financial Statements Global Gold, Inc. (Bahamas)..................................................      34

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                                  Page 2 of 36
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                               EXCHANGE AGREEMENT

    THIS STOCK EXCHANGE AGREEMENT ("Agreement") is entered into as of the 19th
day of April, 1999, among DELTA INTERNATIONAL MINING & EXPLORATION, LTD., a
Nevada corporation ("Delta" or "Buyer") (previously Behmen Group, Ltd.); and
GLOBAL GOLD, INC. a Bahamian corporation ("Seller" or "Global"), and the
shareholders of Global as shown on Schedule A hereto. Global and its selling
shareholders are referred to collectively as "Sellers".

    Delta and Sellers desire that Delta acquire substantially all of Sellers'
shares of capital stock (the "Shares") of Global Gold, Inc., a Bahamian
corporation ("Global"), in exchange for shares of Delta's New Common Stock, all
on the terms and conditions set forth in this Agreement.

    NOW, THEREFORE, in consideration of the premises and of the mutual covenants
set forth herein, the parties agree as follows:

                                    SECTION 1
                               EXCHANGE OF SHARES

    1.1 Exchange of Shares. Based upon and subject to the representations,
warranties, covenants, agreements, and other terms and conditions set forth in
this Agreement, as of the date of this Agreement (the "Closing Date"), the
Sellers hereby convey, transfer, assign, and deliver their Shares of Global to
Delta in exchange for Delta's New Common Stock, par value $0.001 per share (the
"New Common Stock"). Each Seller hereby conveys, transfers, assigns, and
delivers to Delta the number of Shares set forth beside such Seller's name on
Schedule A hereto, in exchange for the number of shares of New Common Stock set
forth beside such Seller's name on Schedule A hereto. Delta and each of the
Sellers hereby acknowledges receipt of the Shares and the shares of New Common
Stock, respectively. Delta and each of the Sellers acknowledge and agree that
shares of a New Common Stock shall be issued to Sellers in accordance with
Section 2 of this Agreement.

    (a) Wholly-Owned Subsidiary. As a result of the Exchange, Delta will own
substantially all the Common Stock of Global, which will be operated as a
subsidiary.


                                    SECTION 2
                         REPRESENTATIONS AND WARRANTIES

    2.1 Representations and Warranties of Sellers. Except as otherwise set forth
in the Sellers' Disclosure Schedule delivered herewith by Sellers to and
acknowledged as received by Delta, Sellers jointly and severally represent and
warrant to Delta as follows:

    (a) Due Incorporation, Good Standing, and Qualification. Global is a
    corporation duly organized, validly existing, and in good standing under the
    laws of The Bahamas with all

                                  Page 3 of 36
<PAGE>

    requisite corporate power and authority to own, operate, and lease its
    assets and properties and to carry on its business as now being conducted.
    Global is not subject to any material disability by reason of the failure to
    be duly qualified as a foreign corporation for the transaction of business
    or to be in good standing under the laws of any jurisdiction. Sellers have
    heretofore delivered to Delta a list setting forth, as of the date of this
    Agreement, each jurisdiction in which (i) Global currently conducts its
    business or has in the past conducted its business on any basis, (ii) Global
    is qualified to do business, and (iii) Global is qualified for the purposes
    of sales and income taxes.

    (b) Capital Stock. As of the date hereof, Global has an authorized capital
    stock consisting of 25,000,000 shares of Common Stock, $.0.10 par value, of
    which such shares are issued and outstanding and all of which are owned by
    Sellers, free and clear of all claims, liens, charges, and encumbrances. All
    of the issued and outstanding shares of capital stock of Global have been
    validly authorized and issued and are fully paid and non-assessable.

    (c) Options, Warrants, and Rights. Other than as shown on Schedule D there
    are no outstanding options, warrants, or other rights to purchase, or
    securities or other obligations convertible into or exchangeable for, or-
    contracts, commitments, agreements, arrangements, or understandings to
    issue, any shares of its capital stock or other securities of Global.

    (d) Subsidiaries. The outstanding shares of capital stock or other equity
    interests of the subsidiaries of Global are owned free and clear of all
    claims, liens, charges, and encumbrances.. Global has shown on Schedule B
    hereto all such interest if any, that it owns, directly or indirectly, any
    capital stock or other equity securities of any other corporation or have
    any direct or indirect equity or ownership interest in any other corporation
    or other business.

    (e) Financial Statements. The Balance Sheet of Global as of September 30,
    1998 and all related schedules and notes thereto, have been prepared in
    accordance with generally accepted accounting principles, which were applied
    on a consistent basis (except as described therein), are correct and
    complete, and present fairly, in all material respects, the financial
    position, Global as of September 30, 1998 does not have any material
    liabilities or obligations of a type that would be included in a balance
    sheet prepared in accordance with generally accepted accounting principles,
    whether related to tax or non-tax matters, accrued or contingent, due or not
    yet due, liquidated or unliquidated or otherwise, except as and to the
    extent disclosed or reflected in the Balance Sheet of Global as of September
    30, or incurred since September 30, in the ordinary course of business or as
    contemplated by this Agreement.

    (f) Books and Records. The books of account and other corporate records of
    Global are complete and accurate, have been maintained in accordance with
    good business practices, and the matters contained therein are appropriately
    or satisfactorily reflected in Global's financial statements.

    (g) No Material Change. Since September 30, 1998, there has not been and
    there is not threatened (i) any material adverse change in the business,
    assets, properties, financial condition, or operating results of Global,
    (ii) any loss or damage (whether or not covered

                                  Page 4 of 36
<PAGE>

    by insurance) to any of the assets or properties of Global, which materially
    affects or impairs its ability to conduct its business, or (iii) any
    mortgage or pledge of any assets or properties of Global, or any
    indebtedness incurred by Global other than indebtedness, not material in the
    aggregate, incurred in the ordinary course of business.

    (h) Actions in the Ordinary Course of Business. Since September 30, 1998,
    Global has not (i) taken any action outside of the ordinary and usual course
    of business; (ii) borrowed any money or become contingently liable for any
    obligation or liability of another; (iii) failed to pay any of its debts and
    obligations as they became due; (iv) incurred any debt, liability or
    obligation of any nature to any party except for obligations arising from
    the purchase of goods or the rendition of services in the ordinary course of
    business, none of which aggregate more than $10,000 with respect to the same
    supplier or customer; (v) knowingly waived any right of substantial value;
    (vi) failed to use its best efforts to preserve its business organization
    intact, to keep available the services of its employees, or to preserve its
    relationships with its customers, suppliers and others with which it deals;
    or (vii) increased or committed to increase the salary, fee or compensation
    of any officer, employee, independent contractor, agent, firm or person
    performing services for it.

    (i) Asset Acquisition. It is understood that no mining properties are
    presently held in the name of Global Gold, Inc. (Bahamas). Certain mining
    properties in Bolivia and in the state of Montana, USA, are presently held
    in the names of persons affiliated with Global including Gary L. Boyd,
    Robert E. Mathews, Garry J. Carlson, Peter C. Ellsworth and Colin Little.

    Under an "Agreement Concerning Shares", dated November 8, 1996, Gary L.
    Boyd, Robert E. Mathews, W.C. McCaslin, Jack Wells and Charles Wells agreed
    to transfer the assets of Global Gold, Inc., S.A., to Global Gold, Inc.
    (Bahamas) in exchange for shares of common stock in Global Gold, Inc.
    (Bahamas). The assets included equipment valued at $160,000 and a gold
    mining prospect near Sena, Bolivia ("Sena Project"). Although the concession
    for the Sena Project was initially in the names of Gary L. Boyd and Robert
    E. Mathews, they agreed to cause the title to such concession to be
    transferred to Global, S.A.

    Garry J. Carlson, Colin Little (or nominee) and Peter C. Ellsworth have
    agreed to transfer all the diamond mining claims held in their individual
    names, for common stock in Delta.

    It is understood that following the execution of this Agreement and related
    transactions, all the assets of Global will be owned by Delta through its
    subsidiary, Global Gold, Inc. (Bahamas).

    (j) Title to Properties. Global has or will have by the closing date of this
    agreement good and marketable title to all of its real and personal assets
    and properties, including all assets and properties reflected in its
    audited, 1998 Balance Sheet acquired subsequent to September 30, 1998,
    except assets or properties disposed of subsequent to that date in the
    ordinary course of business. Such assets and properties are subject to no
    mortgage, indenture, pledge, lien, claim, encumbrance, charge, security
    interest, or title retention or other security arrangement except for liens
    for the payment of federal, state, and other taxes, the payment of which is
    neither delinquent nor subject to penalties, and except for other liens and
    encumbrances incidental to the conduct of the business of Global or the
    ownership of its

                                  Page 5 of 36
<PAGE>

    assets or properties, which were not incurred in connection with the
    borrowing of money or the obtaining of advances and which do not in the
    aggregate materially detract from the value of the assets or properties of
    Global or materially impair the use thereof in the operation of its
    business, except in each case as disclosed in the September 30, 1998 Balance
    Sheet. All leases pursuant to which Global leases any substantial amount of
    real, mining or personal property are valid and effective in accordance with
    their respective terms.

    (k) Litigation. There are no actions, suits, proceedings, or other
    litigation pending or, to the knowledge of Sellers, threatened against
    Global, at law or in equity, or before or by any federal, state, municipal,
    or other governmental department, commission, board, bureau, agency, or
    instrumentality that, if determined adversely to Global, would individually
    or in the aggregate have a material adverse effect on the business, assets,
    properties, operating results, prospects, or condition, financial or
    otherwise, of Global.

    (l) Licenses and Rights. To the extent applicable, Global has provided Delta
    with a list of all of its licenses, trademarks, trademark rights, trade
    names, trade name rights.

    (m) No Violation. The execution and delivery of this Agreement and the
    consummation of the transactions contemplated hereby will not violate or
    result in a breach by Global of, or constitute a default under, or conflict
    with, or cause any acceleration of any obligation with respect to, (i) any
    provision or restriction of any charter, bylaw, loan, indenture, or mortgage
    of Global, or (ii) any provision or restriction of any lien, lease
    agreement, contract, instrument, order, judgment, award, decree, ordinance,
    or regulation or any other restriction of any kind or character to which any
    assets or properties of Global is subject or by which Global is bound.

    (n) Taxes. Global has duly filed in correct form all Tax Returns (as defined
    below) relating to the activities of Global required or due to be filed
    (with regard to applicable extensions) on or prior to the Closing Date. All
    such Tax Returns are accurate and complete in all material respects, and
    Global has paid or made provision for the payment of all Taxes (as defined
    below) that have been incurred or are due or claimed to be due from it by
    federal, state, or local taxing authorities for all periods ending on or
    before the Closing Date, other than Taxes or other charges that are not
    delinquent or are being contested in good faith and have not been finally
    determined and have been disclosed to Delta. No claims for taxes or
    assessments are being asserted or threatened against Global. Sellers have
    furnished to Delta copies of all Tax Returns filed for or by Global since
    its inception. For purposes of this Agreement, the term "Taxes" shall mean
    all taxes, charges, fees, levies, or other assessments, including, without
    limitation, income, gross receipts, excise, property, sales, transfer,
    license, payroll, and franchise taxes, imposed by the United States, or any
    state, local or foreign government or subdivision or agency thereof and any
    interest, penalties or additions attributable thereto, and the term "Tax
    Return" shall mean any report, return, or other information required to be
    supplied to any taxing authority or required by any taxing authority to be
    supplied to any other person.

                                  Page 6 of 36
<PAGE>

    (o) Accounts Receivable. The accounts receivable of Global have been
    acquired in the ordinary course of business and, to the knowledge of
    Sellers, are valid and enforceable, and are fully collectible, subject to no
    known defenses, set-offs, or counterclaims.

    (p) Contracts. Except as shown on Schedule C hereto, Global is not a party
    to (i) any plan or contract providing for bonuses, pensions, options, stock
    purchases, deferred compensation, retirement payments, or profit sharing,
    (ii) any collective bargaining or other contract or agreement with any labor
    union, (iii) any lease, installment purchase agreement, or other contract
    with respect to any real or personal property used or proposed to be used in
    its operations, excepting, in each case, items included within aggregate
    amounts disclosed or reflected in the September 30, 1998 Balance Sheet, (iv)
    any employment agreement or other similar arrangement not terminable by it
    upon 30 days or less notice without penalty to it, (v) any contract or
    agreement for the purchase of any commodity, material, fixed asset, or
    equipment in excess of $10,000, (vi) any contract or agreement creating an
    obligation of $10,000 or more, (vii) any contract or agreement that by its
    terms does not terminate or is not terminable by it upon 30 days or less
    notice without penalty to it, (viii) any loan agreement, indenture,
    promissory note, conditional sales agreement, or other similar type of
    arrangement, (ix) any material license agreement, or (x) any contract that
    may result in a material loss or obligation to it. All material contracts,
    agreements, and other arrangements to which Global is a party are valid and
    enforceable in accordance with their terms; and, to Sellers' knowledge, all
    other parties to each of the foregoing have performed in any material
    respects all obligations required to be performed to date; and neither
    Global nor, to Sellers' knowledge, any such other party is in default or in
    arrears under the terms of any of the foregoing.

    (q) Compliance with Law and Other Regulations. Global is not subject to nor
    has Global been threatened with any material fine, penalty, liability, or
    disability as the result of its failure to comply with any requirement of
    federal, state, local, or foreign law or any regulation or any requirement
    of any governmental body or agency having jurisdiction over it, the conduct
    of its business, the use of its assets and properties, or any premises
    occupied by it.

    (r) Insurance. Global does not presently maintain any insurance coverage on
    its assets, properties, premises, operations, and personnel.

    (s) Articles, Bylaws, and Minute Books. Sellers have heretofore delivered to
    Delta true and complete copies of the Articles of Incorporation and Bylaws
    of Global as currently in effect. The minute books of Global contain
    complete and accurate records of all meetings and other corporate actions
    held or taken by the Board of Directors (or committees of the Board of
    Directors) and shareholders of Global since its incorporation.

    (t) Employees. Global has never maintained or contributed to any "employee
    benefit plan," as such term is defined in Section 3(3) of the Employee
    Retirement Income Security Act of 1974, as amended ("ERISA"), including,
    without limitation, any stock option plan, stock purchase plan, deferred
    compensation plan, or other similar employee benefit plan. Global never
    contributed to any "multi-employer pension plan," as such term is defined in
    Section 3(37)(A) of ERISA.

                                  Page 7 of 36
<PAGE>

    (u) No Payments to Directors, Officers, Shareholders or Others. Except as
    shown on Schedules C and D, there has not been any purchase or redemption of
    any shares of capital stock of Global or any transfer, distribution or
    payment by Global, directly or indirectly, of any money or other assets or
    properties to any director, officer, shareholder or any of their affiliates
    or other person other than the payment of compensation for services actually
    rendered at rates not in excess of the rates prevailing on the September 30,
    1998 balance sheet or payments in the ordinary course of business or for
    goods or services in other than arm's length transactions.

    (v) Status of Global Common Stock Being Acquired. The Shares being acquired
    in exchange for the shares of New Common Stock were validly authorized and
    issued, fully paid, and non-assessable.

    (w) Accuracy of Statements. Neither this Agreement nor any statement, list,
    certificate, or other information furnished by Global or Sellers to Delta in
    connection with this Agreement or any of the transactions contemplated
    hereby contains an untrue statement of a material fact or omits to state a
    material fact necessary to make the statements contained herein or therein,
    in light of circumstances in which they are made, not misleading.

    2.2 Further Representations and Warranties of Sellers. Each Seller makes the
following further representations and warranties as to himself-.

    (a) Ownership of Capital Stock of Global. Each Seller owns the number of
    Shares set forth beside such Seller's name on Schedule A hereto. Such Seller
    has good, marketable and unencumbered title to such Shares, and there are no
    restrictions on his right to transfer such Shares to Delta pursuant to this
    Agreement.

    (b) Rights to Acquire Shares. Certain Sellers shown on Schedule D have
    outstanding options, warrants, or other rights to acquire shares of Global's
    capital stock.

    (c) Power to Execute Agreement. Each Seller has full power and authority to
    execute, deliver, and perform this Agreement and this Agreement is the legal
    and binding obligation of the Seller, enforceable against such Seller in
    accordance with its items, except that (i) such enforcement may be subject
    to bankruptcy, insolvency, reorganization, moratorium, or other similar laws
    now or hereafter in effect relating to creditors' rights, and (ii) the
    remedy of specific performance and injunctive and other forms of equitable
    relief may be subject to equitable defenses and to the discretion of the
    court before which any proceeding therefore may be brought.

    (d) Agreement Not in Breach of Other Instruments. The execution and delivery
    of this Agreement, the consummation of the transactions hereby contemplated,
    and the fulfillment of the terms hereof, will not result in the breach of
    any term or provision of, or constitute a default under, or conflict with,
    or cause the acceleration of any obligation under, any agreement or other
    instrument of any description to which such Seller is a party or by which
    such Seller is bound, or any judgment, decree, order or award of any court,
    governmental body or arbitrator, or any law, rule or regulation applicable
    to such Seller.

                                  Page 8 of 36
<PAGE>

    (e) Reliance Upon Seller's Advisors. Each Seller acknowledges that he has
    been encouraged to rely upon the advice of his legal counsel and accountants
    or other financial advisers with respect to the financial, tax, and other
    considerations relating to the acquisition of the shares of Common Stock of
    Delta. Such Seller represents and warrants that he has reviewed with his own
    tax advisors the federal, state, local, and international tax consequences
    of the investment in shares of the Common Stock. Such Seller is relying
    solely on such advisors and not on any statements or representations of
    Delta or any of its officers, directors, employees, agents or attorneys and
    understands that each Seller (and not Delta) shall be responsible for his
    own tax liability, if any, that may arise as a result of the acquisition of
    New Common Stock or the transactions contemplated by this Agreement.

    (f) Intent and Access. Each Seller is acquiring the shares of New Common
    Stock without a view to the public distribution or resale in violation of
    any applicable federal or state securities laws. Seller acknowledges that
    the shares of New Common Stock to be exchanged hereby are not registered
    under the Securities Act of 1933, as amended, or any state securities laws
    and cannot be sold publicly without registration thereunder or an exemption
    from such registration. Seller understands that certificates for such New
    Common Stock will contain a legend with respect to the restrictions on
    transfer under federal and applicable state securities laws as well as the
    fact that the shares are "restricted securities" under such federal and
    state laws. Such Seller has been furnished with such information, both
    financial and non-financial, with respect to the operations, business,
    capital structure, and financial position of Delta and its subsidiaries as
    he believes necessary and has been given the opportunity to ask questions of
    any receive answers from Delta and its subsidiaries and their officers
    concerning Delta and its subsidiaries.

    2.3 Representation and Warranties of Delta. Except as otherwise set forth
herein, and except as disclosed in any document which may be filed by Delta with
the Securities and Exchange Commission ("SEC"), NASD Regulation, Inc. or other
regulatory agency, Delta represents and warrants to Sellers as follows:

    (a) Due Incorporation, Good Standing, and Qualification. Delta, previously
    named Behmen Group, Inc., is a corporation duly organized, validly existing,
    and in good standing under the laws of Nevada with all requisite corporate
    power and authority to own, operate, and lease its assets and properties and
    to carry on their business and now being conducted. Delta is not subject to
    any material disability by reason of the failure to be duly qualified as a
    foreign corporation for the transaction of business or to be in good
    standing under the laws of any jurisdiction.

    (b) Corporate Authority. Delta has the corporate power and authority to
    enter into this Agreement and carry out the transactions contemplated
    hereby. The Board of Directors of Delta has duly authorized the execution,
    delivery, and performance of this Agreement. No other corporate proceedings
    on the part of Delta are necessary to authorize the execution and delivery
    by Delta of this Agreement or the consummation by Delta of the transactions
    contemplated hereby, except that a meeting of Delta's stockholders shall be
    required to approve certain items set forth in this Agreement and the
    related matters. This Agreement has

                                  Page 9 of 36
<PAGE>

    been duly executed and delivered by, and constitutes a legal, valid, and
    binding agreement of, Delta, enforceable against it in accordance with its
    terms, except that (i)Delta must obtain the approvals referred to in the
    immediately preceding sentence, (ii) such enforcement may be subject to
    bankruptcy, insolvency, reorganization, moratorium, or other similar laws
    now or hereafter in effect relation to creditors' rights, and (iii) the
    remedy of specific performance and injunctive and other forms of equitable
    relief may be subject to equitable defenses and to the discretion of the
    court before which any proceeding therefore may be brought.

    (c) Capital Stock. As of the date hereof, Delta has authorized capital stock
    consisting of 25,000,000 shares of common stock, of which 2,996,000 shares
    were previously issued and are outstanding. As of the date hereof, 475,000
    shares of Common Stock were reserved for issuance upon the exercise of
    Management Stock Options. All of the issued and outstanding shares of
    capital stock of Delta have been, and when issued pursuant to this
    Agreement, each share of Common Stock to be issued pursuant to this
    Agreement will be, validly authorized and issued and fully paid and
    non-assessable.

    Delta has authorized 5,000,000 shares of Preferred Stock, the terms of which
    may be decided upon by the Board of Directors. No Preferred Stock has been
    issued.

    (d) Options, Warrants, and Rights. Other than as provided in Schedule D
    hereto, Delta has no outstanding options, warrants, or other rights to
    purchase, or securities or other obligations convertible into or
    exchangeable for, or contracts, commitments, agreements, arrangements or
    understandings to issue, any shares of their capital stock or other
    securities.

    (e) Shareholders. Delta presently has 2,996,000 shares of common stock
    outstanding, which are held by 35 shareholders (as of February 27, 1998).
    all of the outstanding shares were issued upon formation of the corporation
    under the name Behmen Group, Ltd. Of that amount, 546,000 shares which are
    held by 32 shareholders now are not affiliates of the corporation will be
    qualified for resale to the public when all the conditions of Rule 144 of
    the Act are fulfilled, including, but not limited to, the filing of a Form
    15c2-11 to meet the current public information requirements of Rule 144. The
    balance of the shares are held by officers, directors and control persons of
    Delta, all of which are "restricted" as defined under the Rule 144 of the
    Act.

    (f) Subsidiaries. Delta does not presently own, directly or indirectly, any
    capital stock or other equity securities of any other corporation or have
    any direct or indirect equity or ownership interest in any other corporation
    or other business.

    (g) Status of New Common Stock Being Issued. The shares of New Common Stock
    issued in exchange for the Shares are validly authorized and when issued in
    accordance with this Agreement shall be validly issued, fully paid,
    non-assessable, restricted as to re-sales but intended to qualify for
    eventual trading over-the-counter (OTC) and/or on the NASDAQ Bulletin Board,
    and free of preemptive or other similar rights, but subject to the resale
    restrictions required by Rule 144 promulgated pursuant to the Securities Act
    of 1933, as amended ("Rule 144").

                                 Page 10 of 36
<PAGE>

    (h) Financial Statements. The Balance Sheets of Delta and all related
    schedules and notes to the foregoing as of March 31, 1999, have been
    reported on by Pannell, Kerr & Foster, CPA, 420 Lexington Avenue, New York,
    NY 10170. The foregoing Balance Sheet has been prepared in accordance with
    generally accepted accounting principles, which were applied on a consistent
    basis, are correct and complete, and present fairly, in all material
    respects, the financial position of Delta for the periods indicated. Delta
    has no material liabilities or obligations of a type that would be included
    in a balance sheet, whether related to tax or non-tax matters, accrued or
    contingent, due or not yet due, liquidated or un-liquidated or otherwise.

    (i) Books and Records. The books of account and other corporate records of
    Delta are complete and accurate, have been maintained in accordance with
    good business practices, and the matters contained therein are appropriately
    reflected in Delta's financial statements.

    (j) No Material Change. Since March 31, 1999, there has not been and there
    is not threatened (i) any material adverse change in the business, assets,
    properties, financial condition, or operating results of Delta or its
    subsidiaries taken as a whole, (ii) any loss or damage (whether or not
    covered by insurance) to any of the assets or properties of Delta or its
    subsidiaries, which materially affects or impairs their ability to conduct
    their business, or (iii) any mortgage or pledge of any material amount of
    the assets or properties of Delta , or any indebtedness incurred by Delta ,
    other than indebtedness, not material in the aggregate, incurred in the
    ordinary course of business.

    (k) Actions in the Ordinary Course of Business. Since May 31, 1998, Delta
    has not (i) taken any action outside of the ordinary and usual course of
    business; (ii) borrowed any money or become contingently liable for any
    obligation or liability of another; (iii) failed to pay any of its debts and
    obligations as they became due; (iv) incurred any debt, liability or
    obligation of any nature to any party except for obligations arising from
    the purchase of goods or the rendition of services in the ordinary course of
    business, none of which aggregate more than $10,000 with respect to the same
    supplier or customer; (v) knowingly waived any right of substantial value;
    (vi) failed to use its best efforts to preserve its business organization
    intact, to keep available the services of its employees, or to preserve its
    relationships with its customers, suppliers and others with which it deals;
    or (vii) increased or committed to increase the salary, fee or compensation
    of any officer, employee, independent contractor, agent, firm or person
    performing services for it.

    (l) Title to Assets and Properties. Delta has good and marketable title to
    all of its respective real and personal assets and properties, including all
    assets and properties reflected in the Balance Sheet of Delta as of May 31,
    1998, or acquired subsequent to that date, except assets or properties
    disposed of subsequent to that date in the ordinary course of business. Such
    assets are subject to no mortgage, indenture, pledge, lien, claim,
    encumbrance, charge, security interest, or title retention or other security
    arrangement. Delta owns or has the right to use all assets necessary to
    conduct its business.

    (m) Litigation. There are no actions, suits, proceedings, or other
    litigation pending or, to the knowledge of Delta, threatened against Delta ,
    at law or in equity, or before or by any

                                 Page 11 of 36
<PAGE>

    federal, state, municipal, or other governmental department, commission,
    board, bureau, agency, or instrumentality that, if determined adversely to
    Delta or its subsidiaries, would individually or in the aggregate have a
    material adverse effect on the business, assets, properties, operating
    results, prospects, or condition, financial or otherwise, of Delta taken as
    a whole.

    (n) Rights and Licenses. Delta is not subject to any material disability or
    liability by reason of its failure to possess any trademark, trademark
    right, trade name, trade name right, or license.

    (o) No Violation. The execution and delivery of this Agreement and the
    consummation of the transactions contemplated hereby will not violate or
    result in a breach by Delta of, or constitute a default under, or conflict
    with, or cause any acceleration of any obligation with respect to, (i) any
    provision or restriction of any charter, bylaw, loan, indenture, or mortgage
    of Delta , or (ii) any provision or restriction of any lien, lease
    agreement, contract, instrument, order, judgment, award, decree, ordinance,
    or regulation or any other restriction of any kind or character to which any
    assets or properties of Delta is subject or by which Delta is bound.

    (p) Taxes. Delta has duly filed in correct form all Tax Returns relating to
    the activities of Delta required or due to be filed (with regard to
    applicable extensions) on or prior to the Closing Date. All such Tax Returns
    are accurate and complete in all material respects, and Delta has paid or
    made provision for the payment of all Taxes that have been incurred or are
    due or claimed to be due from it by federal, state, or local taxing
    authorities for all periods ending on or before the Closing Date, other than
    Taxes or other charges that are not delinquent or are being contested in
    good faith and have not been finally determined and have been disclosed to
    Seller. The amounts set up as reserves for Taxes on the books of Delta are
    sufficient in the aggregate for the payment of all unpaid Taxes (including
    any interest or penalties thereon), whether or not disputed, accrued, or
    applicable. No claims for taxes or assessments are being asserted or
    threatened against Delta.

    (q) Accounts Receivable. Delta has no accounts receivable.

    (r) Contracts. Delta is not a party to (i) any plan or contract providing
    for bonuses, pensions, options, stock purchases, deferred compensation,
    retirement payments, or profit sharing, (ii) any collective bargaining or
    other contract or agreement with any labor union, (iii) any lease,
    installment purchase agreement, or other contract with respect to any real
    or personal property used or proposed to be used in its operations
    excepting, in each case, items included within aggregate amounts disclosed
    or reflected in the Balance Sheet of Delta as of May 31, 1998, (iv) any
    employment agreement or other similar arrangement not terminable by it upon
    30 days or less notice without penalty to it, (v) any contract or agreement
    for the purchase of any commodity, material, fixed asset, or equipment in
    excess of $10,000, (vi) any contract or agreement creating an obligation of
    $10,000 or more, (vii) any contract or agreement that by its terms does not
    terminate or is not terminable by it upon 30 days or less notice without
    penalty to it, (viii) any loan agreement, indenture, promissory note,
    conditional sales agreement, or other similar type of arrangement, (ix) any
    material license agreement, or (x) any contract that may result in a
    material loss or obligation to it. All material contracts,

                                 Page 12 of 36
<PAGE>

    agreements, and other arrangements to which Delta is a party are valid and
    enforceable in accordance with their terms; Delta, its subsidiaries, and all
    other parties to each of the foregoing have performed all obligations
    required to be performed to date; neither Delta, nor any such other party is
    in default or in arrears under the terms of any of the foregoing; and no
    condition exists or event has occurred that, with the giving of notice or
    lapse of time or both, would constitute a default under any of them.

    (s) Compliance with Law and Other Regulations. Delta is not subject to or
    has been threatened with any material fine, penalty, liability, or
    disability as the result of its failure to comply with any requirement of
    federal, state, local, or foreign law or any regulation or any requirement
    of any governmental body or agency having jurisdiction over it, the conduct
    of its business, the use of its assets and properties, or any premises
    occupied by it.

    (u) Certificate, Bylaws, and Minute Books. Delta agrees to deliver to
    Sellers true and complete copies of its Certificate of Incorporation and
    Bylaws of Delta as currently in effect. The minute books of Delta which are
    available for review at Delta's office, contain complete and accurate
    records of all meetings and other corporate actions held or taken by the
    Board of Directors and stockholders of Delta since its incorporation.

    (v) Employees. Delta has never maintained or contributed to any "employee
    benefit plan," as such term is defined in Section 3(3) of ERISA, including,
    without limitation, any stock option plan, stock purchase plan, deferred
    compensation plan, or other similar employee benefit plan, other than
    Delta's Stock Option Plans. Neither Delta has ever contributed to any
    "multi- employer pension plan," as such term is defined in Section 3(37)(A)
    of ERISA.

    (w) Regulatory Reports. The Form 15c 2-11 to be filed by a market maker
    (and/or) other broker dealers) with the NASD will not intentionally contain
    a misstatement of a material fact or omit to state a material fact required
    to be stated therein or necessary to make the statements therein not
    misleading as of the time the document was filed. No other report, proxy
    statement, or document has been required to be filed by Delta pursuant to
    the Securities Exchange Act of 1934.

    (x) Accuracy of Statements. Neither this Agreement nor any statement, list,
    certificate, or other information furnished by Delta to Sellers in
    connection with this Agreement or any of the transactions contemplated
    hereby contains an untrue statement of a material fact or omits to state a
    material fact necessary to make the statements contained herein or therein,
    in light of the circumstances in which they are made, not misleading.

    2.4 Survival of Representations and Warranties. Each of the representations
and warranties contained in this Agreement shall survive the consummation of the
transactions contemplated by this Agreement irrespective of any investigations
or inquiries made by any party or any knowledge that any party may possess, and
each party shall be entitled to rely upon such representations and warranties
irrespective of any investigations, inquiries, or knowledge. Notwithstanding the
foregoing, no claims for indemnity arising out of a false, misleading, or
otherwise incorrect representation or warranty may be made after one year from
the Closing Date, and neither Delta nor Sellers shall be responsible for any
indemnity claim for an amount

                                 Page 13 of 36
<PAGE>

less than $25,000 or greater than $500,000 arising out of a false, misleading,
or otherwise incorrect representation or warranty relating to this Agreement.

                                    SECTION 3
                               COVENANTS OF DELTA

    3.1 Covenants of Delta. Delta further agrees, unless Sellers otherwise agree
in writing, subsequent to the Closing Date:

    (a) Operation of Global. Unless otherwise determined by the Board of
    Directors of Delta following the stockholder approval referred to in Section
    4.1(e) hereof, Global shall be operated as a separate subsidiary of Delta
    with its existing officers and management, except that the Board of
    Directors of Global shall include a Chairman, who also shall serve as the
    President and Chief Financial Officer of Global.

    (b) Board of Directors of Delta. The Board of Directors of Delta shall
    authorize to have seven (7) members following the date hereof (the
    "Closing") and shall immediately following the Closing include the following
    persons serving in the following capacities:

<TABLE>
<CAPTION>

                    Name                                                   Positions
                    ----                                                   ---------
<S>                                               <C>
Robert E. Mathews...........................   Chairman of the Board of  Directors,  Treasurer,  Chief  Financial
Gary L. Boyd................................   Co-Chairman of the Board of Directors; President and Secretary
Peter C. Ellsworth..........................   Consulting Geologist, Director
Garry J. Carlson............................   Geologist-Geophysicist, Director; Vice President of Exploration
</TABLE>

    (c) Employment / Consulting Contracts. Delta shall execute employment or
    consulting contracts with Peter C. Ellsworth, Garry J. Carlson, Dr. Anthony
    J. Irving, all of whom have represented that they have substantial expertise
    in the gold and diamond mining and exploration industry.

    (d) Director's Approval. Pursuant to Nevada law, prior to the Closing, the
    following actions will be approved by Delta:

             (i) Approval of this Exchange Agreement and the transactions
         contemplated herein.

             (ii) Approval of "Delta International Mining & Exploration, Ltd."
         as the new name of the corporation.

             (iii) Authorization of a management stock option plan and approval
         of initial grants thereunder.



                                 Page 14 of 36
<PAGE>

             (iv) The amendment of Delta's Articles of Incorporation as required
         under Nevada law to accomplish the foregoing transactions.

             (v) Such other matters as shall be mutually agreed upon by the
         Board of Directors of Delta.

                                    SECTION 4
                               FURTHER ASSURANCES

    On and after the Closing Date, Sellers and Delta shall execute and deliver
all such deeds, bills of sale, assignments, and other instruments and shall take
or cause to be taken such further or other actions as any party may reasonably
request from time to time in order to effectuate the transactions provided for
herein. The parties shall cooperate with each other and with their respective
counsel and accountants in connection with any steps to be taken as a part of
their respective obligations under this Agreement.

                                    SECTION 5
                                     GENERAL

    5.1 Costs and Indemnity Against Finders. Each party hereto shall be
responsible for its own costs and expenses in negotiating and performing this
Agreement and hereby indemnifies and holds the other parties harmless against
any claim for finders' fees based on alleged retention of a finder by it.

    5.2 Controlling Law. This Agreement and all questions relating to its
validity, interpretation, performance, and enforcement shall be governed by and
construed in accordance with the laws of the state of Nevada, notwithstanding
any Nevada or other conflict-of-law provisions to the contrary.

    5.3 Notices. All notices, requests, demands, and other communications
required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given, made and received when delivered against receipt
or when deposited in the United States mails, first class postage prepaid,
addressed as set forth below:
<TABLE>
<CAPTION>
                        If to Delta:                                               If to Sellers:
                        ------------                                               --------------
<S>                                                                   <C>
       Delta International Mining & Exploration, Ltd.              Global Gold, Inc. (a Bahamas corporation)
                       c/o Gary Boyd                                         c/o Robert E. Mathews
                    11649 E. Cortez Drive                                        242 Kings Road
                    Scottsdale, AZ 85259                                      Lewisburg, KY 42256

                                                                          (see also Schedule A hereto)
</TABLE>


                                 Page 15 of 36
<PAGE>

With a Copy to:

              A.F. Schaffer, P.C.
              2700 N. Central Avenue
              Suite 1500
              Phoenix, AZ 85004-1112

    Any party may alter the address to which communications or copies are to be
sent by giving notice to such other parties of change of address in conformity
with the provisions of this paragraph for the giving of notice.

    5.4 Conflict of Interest. The parties hereto, recognizing that both
corporations have the same control shareholders, acknowledge that the law firm
of A.F. Schaffer, P.C., Phoenix, Arizona, has drafted this Agreement on behalf
of both corporations, which by their execution of this Agreement, agree to such
dual representation.

    A.F. Schaffer, P.C. does not represent any individual shareholder of either
corporation, and such shareholders are encouraged to seek and obtain their own
legal and/or financial counsel.

    5.5 Binding Nature of Agreement; No Assignment. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, successors, and assigns, except that no party may assign, delegate, or
transfer its rights or obligations under this Agreement without the prior
written consent of the other parties hereto. Any assignment, delegation, or
transfer made in violation of this Section 7.4 shall be null and void.

    5.6 Entire Agreement. This Agreement contains the entire understanding among
the parties hereto with respect to the subject matter hereof and supersedes all
prior and contemporaneous agreements, understandings, inducements, and
conditions, express or implied, oral or written, except as herein contained. The
express terms hereof control and supersede any course of performance and/or
usage of the trade inconsistent with any of the terms hereof. This Agreement may
not be modified or amended other than by an agreement in writing.

    5.7 Paragraph Headings. The paragraph headings in this Agreement are for
convenience only; they form no part of this Agreement and shall not affect its
interpretation.

    5.8 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.

               (Remainder of this page intentionally left blank.)


                                 Page 16 of 36
<PAGE>


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

    SELLING SHAREHOLDERS:                   DELTA:
                                            ------

    (See Counterpart Signature Pages)       DELTA INTERNATIONAL MINING
                                            & EXPLORATION, LTD.

                                            By:
                                               ---------------------------------

                                            Name:
                                               ---------------------------------


                                            Its:
                                               ---------------------------------

                                            Date:
                                               ---------------------------------


                                 Page 17 of 36
<PAGE>

                           COUNTERPART SIGNATURE PAGE
                           TO STOCK EXCHANGE AGREEMENT

    Exchanging _____ shares of Global Gold, Inc. for _____ shares of Delta
Common Stock.


                                               SELLING SHAREHOLDER:
                                               --------------------

                                                      Robert E. Mathews
                                               ---------------------------------
                                                      Name (print or type)


                                               ---------------------------------
                                                     Signature

                                               ---------------------------------
                                                     Date


                                 Page 18 of 36

<PAGE>

                           COUNTERPART SIGNATURE PAGE
                           TO STOCK EXCHANGE AGREEMENT


Exchanging _____ shares of Global Gold, Inc. for _____ shares of Delta
Common Stock.


                                      SELLING SHAREHOLDER:
                                      --------------------

                                         Gary L. Boyd
                                      ------------------------------------------
                                         Name (print or type)


                                      ------------------------------------------
                                        Signature                      Date



                                 Page 19 of 36


<PAGE>


                           COUNTERPART SIGNATURE PAGE
                           TO STOCK EXCHANGE AGREEMENT


Exchanging _____ shares of Global Gold, Inc. for _____ shares of Delta
Common Stock.


                                      SELLING SHAREHOLDER:
                                      --------------------

                                         W.C. McCaslin
                                      ------------------------------------------
                                         Name (print or type)


                                      ------------------------------------------
                                        Signature                      Date




                                 Page 20 of 36


<PAGE>



                           COUNTERPART SIGNATURE PAGE
                           TO STOCK EXCHANGE AGREEMENT


Exchanging _____ shares of Global Gold, Inc. for _____ shares of Delta
Common Stock.


                                      SELLING SHAREHOLDER:
                                      --------------------

                                         Charles Wells
                                      ------------------------------------------
                                         Name (print or type)


                                      ------------------------------------------
                                        Signature                      Date









                                  Page 21 of 36






<PAGE>

                           COUNTERPART SIGNATURE PAGE
                           TO STOCK EXCHANGE AGREEMENT

Exchanging _____ shares of Global Gold, Inc. for _____ shares of Delta
Common Stock.


                                      SELLING SHAREHOLDER:
                                      --------------------

                                         Leland C. Jones
                                      ------------------------------------------
                                         Name (print or type)


                                      ------------------------------------------
                                        Signature                      Date









                                 Page 22 of 36


<PAGE>





                           COUNTERPART SIGNATURE PAGE
                           TO STOCK EXCHANGE AGREEMENT


Exchanging _____ shares of Global Gold, Inc. for _____ shares of Delta
Common Stock.


                                      SELLING SHAREHOLDER:
                                      --------------------

                                         Stephen Wood
                                      ------------------------------------------
                                         Name (print or type)


                                      ------------------------------------------
                                        Signature







                                 Page 23 of 36


<PAGE>

                           COUNTERPART SIGNATURE PAGE
                           TO STOCK EXCHANGE AGREEMENT


Exchanging _____ shares of Global Gold, Inc. for _____ shares of Delta
Common Stock.


                                      SELLING SHAREHOLDER:
                                      --------------------

                                         Thomas N. Thompson
                                      ------------------------------------------
                                         Name (print or type)


                                      ------------------------------------------
                                        Signature







                                 Page 24 of 36


<PAGE>

                           COUNTERPART SIGNATURE PAGE
                           TO STOCK EXCHANGE AGREEMENT


Exchanging _____ shares of Global Gold, Inc. for _____ shares of Delta
Common Stock.


                                      SELLING SHAREHOLDER:
                                      --------------------

                                         R. Craig Allen Sr.
                                      ------------------------------------------
                                         Name (print or type)


                                      ------------------------------------------
                                        Signature







                                 Page 25 of 36


<PAGE>




                           COUNTERPART SIGNATURE PAGE
                           TO STOCK EXCHANGE AGREEMENT


Exchanging _____ shares of Global Gold, Inc. for _____ shares of Delta
Common Stock.


                                      Date:
                                            ------------------------------------


                                      SELLING SHAREHOLDER:
                                      --------------------

                                         Dattatraya Pajapati
                                      ------------------------------------------
                                         Name (print or type)


                                      ------------------------------------------
                                                  Signature







                                 Page 26 of 36


<PAGE>

                           COUNTERPART SIGNATURE PAGE
                           TO STOCK EXCHANGE AGREEMENT


Exchanging _____ shares of Global Gold, Inc. for _____ shares of Delta
Common Stock.


                                      SELLING SHAREHOLDER:
                                      --------------------

                                         Ron Segebarth
                                      ------------------------------------------
                                         Name (print or type)


                                      ------------------------------------------
                                        Signature







                                 Page 27 of 36


<PAGE>





                           COUNTERPART SIGNATURE PAGE
                           TO STOCK EXCHANGE AGREEMENT


Exchanging _____ shares of Global Gold, Inc. for _____ shares of Delta
Common Stock.


                                      SELLING SHAREHOLDER:
                                      --------------------

                                         John P. Pace Jr.
                                      ------------------------------------------
                                         Name (print or type)


                                      ------------------------------------------
                                        Signature







                                 Page 28 of 36


<PAGE>





                           COUNTERPART SIGNATURE PAGE
                           TO STOCK EXCHANGE AGREEMENT


Exchanging _____ shares of Global Gold, Inc. for _____ shares of Delta
Common Stock.



                                      SELLING SHAREHOLDER:
                                      --------------------

                                         Henry Ramsey Morris, Jr.
                                      ------------------------------------------
                                         Name (print or type)


                                      ------------------------------------------
                                        Signature







                                 Page 29 of 36


<PAGE>





                           COUNTERPART SIGNATURE PAGE
                           TO STOCK EXCHANGE AGREEMENT


Exchanging _____ shares of Global Gold, Inc. for _____ shares of Delta
Common Stock.


                                      SELLING SHAREHOLDER:
                                      --------------------

                                         Katie Morris
                                      ------------------------------------------
                                         Name (print or type)


                                      ------------------------------------------
                                         Signature







                                 Page 30 of 36


<PAGE>
<TABLE>
<CAPTION>
                                   SCHEDULE A

                                                             Number of Shares of        Number of Initial
                                                             -------------------        -----------------
                                                              Global Gold, Inc.       Shares of New Common
                                                              -----------------       --------------------
                                                               (Bahamas) to be        Stock of Delta to be
                  SELLERS:                                     ---------------        --------------------
                    Name                         Class            Transferred                Acquired
                    ----                         -----            -----------                --------
<S>            <C>                               <C>                <C>                    <C>
Gary L. Boyd
11649 E. Cortez Drive
Scottsdale, AZ 85259........................     Common             697,500                697,500 (1)

W.C. McCaslin
30501 Green Valley Road
Gavois Mills, MO 65037......................     Common             697,500                  697,500

Robert E. Mathews & Jack Wells
Partnership
2141 Bittel Road
Owensboro, KY 42301.........................
                                                 Common            1,395,000              1,395,000 (2)
Charles Wells
2445 Happy Hollow Road
Hopkinsville, KY 42240......................     Common             575,000                  575,000

Leland C. Jones
1521 Copper Creek Drive
Owensboro, KY 42303.........................     Common             75,000                   100,000

Stephen Wood
P.O. Box 100
Powderly, KY 42367..........................     Common             22,500                    28,750

Thomas N. Thompson
P.O. Box 458
Owensboro, KY 42302.........................     Common             25,000                    37,500

R. Craig Allen Sr.
314 Jonaquin Circle
Hopkinsville, KY 42240......................     Common             25,000                    37,500

Dattatraya Prajapati
2415 N. Stratford Drive
Owensboro, KY 42301.........................     Common             12,500                    18,750


                                 Page 31 of 36

<PAGE>

Ron Segebarth
1185 Otter Lake Coop
Hanson, KY 42413............................     Common             80,000                   105,000

John P. Pace Jr.
1506 Dean Avenue
Owensboro, KY 42301.........................     Common             12,500                    18,750

Henry Ramsey Morris, Jr.
P.O. Box 4030
Hopkinsville, KY 42240......................     Common             150,000                  150,000

Kahle W. Morris, Sr.
1907 Russellville Road
Hopkinsville, KY 42240......................     Common             100,000                  100,000

Jack Wells                                       Common             65,000
991 West 1st Street
Owensboro, KY 42301

Lorena Fernandez                                 Common             3,000

Owen Peer                                        Common             40,000

Abraham Camacho                                  Common             7,000

Esteban Camacho                                  Common             7,000

Ronald Roe                                       Common             5,000

Earl Gilbrich                                    Common                                       10,000

Robert Nicholson                                 Common                                       5,000


TOTALS:.....................................                       3,994,500                3,976,250

</TABLE>

(1)      Mr. Boyd has an option to purchase 200,000 shares of Common Stock.
(2)      Mr. Mathews has an option to purchase 275,000 shares of Common Stock.



<PAGE>

                        SCHEDULE B - (per Section 2.1(d))

    Interest(s) of Global Gold, Inc. (Bahamas) in other business(es).

         1. Global Gold, Inc. S.A. ("Global-Bolivia"). Global (Bahamas) owns
___________ shares of ____________________ outstanding shares of Global-Bolivia.
The remaining __________ shares are held by citizens of Bolivia in order to
qualify under Bolivian law.


                                  Page 33 of 36

<PAGE>

                                   SCHEDULE C

                    GLOBAL GOLD, INC. - (per Section 2.1 (d))

    Payments to Directors, Officers, Shareholders or others.







                                  Page 34 of 36

<PAGE>

                                   SCHEDULE D

                 DELTA INTERNATIONAL MINING & EXPLORATION, INC.

    The following obligations to issue common stock of Global Gold / Delta, are
as provided below:

Options: Options to purchase common stock have been granted to:

   (a) Robert E. Mathews...................................   275,000 shares
   (b) Gary Boyd...........................................   200,000 shares

These Options are exercisable at $___________ per share, at any time within
______ years.

Loans Convertible to Stock:
---------------------------

   (a) Jack Wells..........................................   100,000 shares
   (b) W.C. McCaslin.......................................   100,000 shares
   (c) Henry Ramsey Morris, Jr.............................     50,000 shares

Shares to Be Issued Pursuant to Asset Acquisitions:
---------------------------------------------------

   (a) Garry J. Carlson
   (b) Colin Little or nominee
   (c) Peter C. Ellsworth

* An aggregate of 15.0% of the outstanding common stock of Delta after a
secondary offering, to be


                                 Page 35 of 36

<PAGE>

               FINANCIAL STATEMENTS-- GLOBAL GOLD, INC. (BAHAMAS)