JOINT VENTURE AGREEMENT            


     As of December 19, 1997, THIS JOINT VENTURE AGREEMENT
("Agreement") is made by and between, S.C. ARM S.A. ("ARM"), a
Romanian corporation, , and Semper Resources Corporation ("SRCR"),
a Nevada corporation, collectively, the "Parties".

                            RECITALS
                                
     a.        WHEREAS, ARM is a private Romanian corporation,
          while acting as a merchant bank, has developed certain
          value added timber opportunities in Romania and desires
          to enter into a business combination to further develop
          its timber manufacturing and marketing opportunities;

     b.        WHEREAS, SRCR desires to enter into a business
          combination in Romania which will develop timber
          manufacturing and marketing opportunities;

     NOW, THEREFORE, in consideration of the mutual promises and
covenants hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     1.   Establish Romanian Joint Venture Company

          1.1   SRCR shall establish a Romanian subsidiary 
("SRC-ROM") which shall be chartered to log, mill, remanufacture and
market timber and wood products in Romania. Eighty (80) percent
of the outstanding stock of SRC-ROM shall be owned by SRCR, its
consolidating parent. The remaining twenty (20) percent shall be
owned by ARM as founders along with SRCR.  ARM shall be paid, as an
incentive, twenty (20) percent of EBITDA earnings of SRC-ROM each
quarter, in lieu of any dividends paid.

          1.2  SRC-ROM's initial direction shall be to obtain
financing and procurement of kiln equipment, semi-finished and
finishing equipment for use by SRC-ROM in its drying and
remanufacturing of green sawn timber based upon a capital budget
agreed upon by SRCR and ARM. SRC-ROM will also procure logging
and mill equipment and lease to ARM under a master lease; such
equipment will be re-leased to ARM's timber concession operators.
The Company will be responsible for advancing deposit money to
RAMSILVA via ARM and a secured depository mechanism for semi-annual
cutting allowances to ensure and capture sources of
supply. SRC-ROM shall market and distribute its wood products
domestically and internationally.

          1.3  SRC-ROM shall seek additional timber and wood
products opportunities including sources of supply, milling,
re-manufacturing and distribution of Romanian forest products.

     2.   Contributions and Responsibilities of the Parties
          
          2.1  Assurances   ARM and SRCR agree to take all
actions reasonably necessary to satisfy or cause to be satisfied
the conditions set forth in this Agreement, and shall take or
cause to be taken such further or other actions reasonably
necessary to carry out the intent and purposes of this Agreement. 
ARM and SRCR agree that on request of the other and from time to
time prior to or after the Closing, each will take such actions
and execute and deliver such instruments and agreements as may be
reasonably necessary to vest and confirm the Business and
Business Assets in SRCR.

          2.2  SRCR.   SRCR shall be responsible for the
obtaining financing of and assisting in the procurement of kiln
equipment, semi-finished and finishing equipment for use by SRC-ROM
in its drying and remanufacturing of green sawn timber,
logging and mill equipment for lease to ARM's timber concession
operators, and for advancing deposit money to RAMSILVA for semi-annual
cutting allowances to ensure and capture sources of
supply. It is estimated by the Parties that up to US$3 million
will be required during the first quarter of 1998 for the initial
phase.

          2.3  ARM.   ARM will receive a twenty (20) percent
interest in SRC-ROM in exchange for a ten year contract,  with
five (5) year automatic renewals at SRCR's option, to supply
pine, beechwood and other commercially available species of wood
in green, rough sawn state for prices (I) at wholesale Romanian
market prices, (ii) at the most favorable price offered to any
contract purchaser which ARM's venture partners provide to any
other purchaser of green rough sawn timber or (iii) at a
negotiated purchase contract price, whichever is lowest.  ARM
agrees to supply at least 10,000m3 per month of green rough sawn
timber by the sixth month after closing or thereafter as soon as
SRC-ROM has such operational capacity to process 10,000m3 per
month. ARM will be responsible for supplying sufficient wood for
the duration of the supplier contract to meet SRC-ROM's kiln
drying and remanufacturing capacity.

          2.4  SRC-ROM shall have the first right of refusal on
future timber project development and opportunities developed or
proposed to SRC-ROM by ARM. Proposals and acceptance or rejection
must be in writing. If SRC-ROM rejects any proposal, ARM and its
principals are free to pursue the rejected proposal without
violating any contractual agreement with SRC-ROM.

          2.5  SRC-ROM's Board of Directors will be comprised of
five members of which three will nominated by SRC. Actual board
size may be influenced by any Romanian laws requiring
representation on the Board by Romanian citizens; in any case SRC
will have controlling representation on the Board.  Operating and
administrative management will be comprised primarily of managers
provided by ARM. SRC will have the right to recruit and employ
the senior financial manager who will report to the Chairman of
the Board of SRC-ROM.  Exhibits A, B and C attached indicates
proposed SRC-ROM officers and their responsibilities and
compensation. In addition, ARM shall have the right to purchase
up to 500,000 Common Shares of SRCR at $2.00 per share via its
warrant certificate granted by SRCR at closing. The warrants are
exercisable at any time after twelve months after closing and
until forty-eight months after closing.

     3. Purchase of ARM

          3.1  SRCR shall have the right of first refusal to
purchase ARM's timber and wood products operations, its interests
in timber concessions, logging  and milling for current market
value and its twenty percent ownership in SRC-ROM.

     4. Reporting of Transaction. 

          4.1   Reporting.  Each of the parties hereto agrees to
timely cause to be filed with the appropriate tax and
governmental authorities such forms and/or information as is
required to properly report this transaction and to comply with
any and all reporting requirements.  If either party fails to
file the required information and/or forms, such party shall
fully indemnify and hold harmless the other party against any
damage, including, but not limited to, attorneys' and
accountants' fees, as well as costs that result directly or
indirectly therefrom.

     5.   Closing; Effective Date

          5.1  Closing.  The "Closing" shall mean the date and
time at which SRCR consummates the transfer of common shares of
SRC-ROM to ARM.  ARM shall deliver to SRCR and SRCR shall deliver
to ARM the document(s) set forth in this Section 5.2.  The
Closing shall take place at appointed escrow offices around 9:00
A.M. (local time) on the "Closing Date."  The "Closing Date"
shall be on or before January 31, 1998 or any other date mutually
agreed upon by the Parties.  The Closing shall be deemed to be
effective for tax, financial and accounting purposes as of 9:00
A.M. on the agreed upon Closing Date. Closing may occur only
after SRCR has completed its due diligence of certain ownership
interests in timber logging and production projects in Romania by
ARM.

          5.2  SRCR's and ARM's Deliveries.  At the Closing:

               5.2.1     ARM shall deliver to SRCR all the title
and assignment documents to certain Romanian timber concessions,
logging and milling operations as substantiation of source of
supply for ARM's supplier contract to SRC-ROM.
          
               5.2.2     Supplier Contract.  ARM shall deliver to
SRCR a supplier contract which shall describe the commitment to
provide specific species in a green rough sawn state in certain
dimensions and lengths and to match availability of such product
to meet the minimum kiln drying and re-manufacturing capacity of
SRC-ROM over the life of the agreement. The contract will detail
pricing and payment terms and conditions of performance as
described in Section 2.3 above.

               5.2.3   Non-Competition Agreement  ARM's officers
shall provide an agreement not to compete with SRC-ROM in
Romania, Exhibit A, B and C attached.

               5.2.4     Warrant Certificate.  SRCR shall deliver
a Warrant Certificate in the amount 500,000 Common Shares of SRCR
exercisable at $2.00 per share for a three year period beginning
after twelve months after closing.

     6.   SRCR's Conditions to Closing.

     SRCR's obligation to consummate the Closing is subject to
the approval of SRCR, which approval shall not be unreasonably
withheld, or an explicit written waiver by SRCR, of each of the
following conditions and the occurrence of the following events:

          6.1  Delivery of Documents.   Delivery of the documents
described in Section 5.2.

          6.2  Representations and Warranties.  All covenants,
representations and warranties of ARM contained in this Agreement
shall be true and correct when made and as of the Closing Date as
if made again at such time and shall survive the closing and the
issuance of shares of SRC-ROM for a period of five (5) years from
the Closing Date, and ARM shall have performed and satisfied all
covenants and conditions required by this Agreement to be per-
formed and satisfied by ARM at or prior to the Closing Date.

          6.3.1     Compliance with Laws.    To the best of ARM's
knowledge, ARM is now in compliance, and at all times has been
operated in compliance with all federal (US and Romania), state
and local laws, statutes, regulations, ordinances and
governmental policies (collectively "Laws") including, without
limitation, all Laws relating to environmental protection,
occupational safety and health and equal employment practices,
and such compliance does not and will not materially impair the
operations of ARM's timber related projects . No notice,
citation, summons or order has been issued, no investigation or
review is pending or, to the knowledge of ARM, threatened by any
governmental or other entity (I) with respect to any alleged
violation by ARM of any Law or (ii) with respect to any alleged
failure by ARM to have any permit, certificate, license,
approval, registration or authorization or (iii) with respect to
any generation, treatment, storage recycling, transportation or
disposal of any hazardous or toxic or polluting substances. The
ARM has not treated, stored, recycled or disposed of any
hazardous, toxic or polluting substances.  ARM has reported, to
the extent required by Law, all past and present sites where
hazardous, toxic or polluting substances, if any, from ARM have
been treated, stored or disposed.  The ARM has not transported
any hazardous, toxic or polluting substances or arranged for the
transportation of such substances to any location which is
subject of federal, state or local enforcement actions or other
investigations which may lead to claims against ARM or SRCR for
clean-up costs, remedial work, damages to natural resources or
for personal injury claims, including, but not limited to, claims
under the Comprehensive Environmental Response, Compensation and
Liabilities Act of 1980 or equivalent Romanian laws or
regulations.

               6.3.2     No Defaults, Etc.   Neither the
execution and delivery by ARM of this Agreement or the
consummation by ARM of the transaction contemplated hereby is an
event that, of itself, or with giving of notice or the passage of
time or both, constitutes a material violation of or will
conflict with or result in any material breach of or any default
under, or require the giving or any notice under the terms,
conditions or provisions or any Law to which ARM or any of the
acquired assets is subject, or of any agreement or instrument to
which ARM is a party or by which ARM or any of the acquired
assets is bound, or result in the creation or imposition of any
lien, charge or encumbrance on the acquired assets nor will it
result in an acceleration or modification of any liability or
obligation of the ARM.

               6.3.3     Disclosure.    No covenant,
representation or warranty by ARM, and no written statement, or
document to be furnished by ARM pursuant hereto or at the Closing
hereunder, contains or will contain any untrue statement of
material fact, or will omit to state a material fact necessary to
provide SRCR with complete and accurate information as to ARM,
its Business, or to make statements therein not misleading.  All
documentation and information furnished by ARM to SRCR are
accurate in all respects.

          6.4  ARM's Performance.  ARM shall have performed,
satisfied and complied with all covenants, agreements and condi-
tions required by this Agreement to be performed or complied with
by ARM on or before the Closing Date.

          6.5  Preservation of Organization.  ARM shall use its
best efforts (I) to preserve ARM's business organization intact,
(ii) to continue the operations of ARM at normal and customary
levels, and (iii) to preserve for ARM and SRC-ROM the goodwill
and loyalty of the timber suppliers and others having business
relations with ARM.

          6.6  Taxes and Assessments.   ARM represents and
warrants that it has paid all taxes and assessments due and
owing, or for which it would or will become liable, or that
otherwise may be or become a lien on the Business Assets,
including any franchise taxes due, or franchise fees, as well as
any payroll or income taxes, and ARM further represents that any
and all necessary tax returns which are directly associated with
the Business Assets have been timely and properly filed. 

          6.7  Corporate Action.   All corporate actions
necessary to authorize the performance of this agreement by ARM
shall have been duly and validly taken by ARM; and SRCR shall
have been furnished with copies of all necessary resolutions and
consents certified by the secretary or an assistant secretary of
ARM, as of the Closing Date.

          6.8   Officers Certificate.    ARM shall execute and
deliver or caused to be delivered to SRCR a certificate dated the
Closing Date signed by the President or Secretary of ARM
certifying that the representations and warranties of ARM made
herein were true and correct as of the Closing Date and that SRCR
has performed and complied in all material respects with all
covenants and agreements required to be performed or complied
with by ARM prior to the Closing Date and dated the Closing Date.
     
          7.   ARM's Conditions to Closing

          ARM's obligation to consummate the Closing is expressly
subject to the approval of ARM, which approval shall not be
unreasonably withheld, or an explicit written waiver by ARM of
each of the following conditions and the occurrence of the
following events:

          7.1  Representations and Warranties at Closing.  Each
of the covenants, representations and warranties of SRCR set
forth in this Agreement shall be true and correct when made, and
as of the Closing, as if made again at such time and shall
survive the closing and issuance of common shares of SRC-ROM for
a period of five (5) years from the Closing Date, and SRCR shall
have performed or complied with all agreements and covenants
required by this Agreement to have been complied with by SRCR
prior to the Closing.

          7.2  Corporate Action.   All corporate actions
necessary to authorize the performance of this agreement by SRCR
shall have been duly and validly taken by SRCR; and ARM shall
have been furnished with copies of all necessary resolutions and
consents certified by the secretary or an assistant secretary of
SRCR, as of the Closing Date.

          7.3       Officers Certificate.     SRCR shall execute
and deliver or caused to be delivered to ARM a certificate dated
the Closing Date signed by the President or Secretary of SRCR
certifying that the representations and warranties of SRCR made
herein were true and correct as of the Closing Date and that ARM
has performed and complied in all material respects with all
covenants and agreements required to be performed or complied
with by SRCR prior to the Closing Date and dated the Closing
Date.

          7.4  SRCR's Performance.  SRCR shall have performed,
satisfied and complied with all covenants, agreements and
conditions required by this Agreement to be performed or complied
with by SRCR on or before the Closing Date.

          7.5  Employees.     ARM's employees shall not be
considered employees of SRC-ROM under this Agreement, nor any
other actions by SRCR, other than the execution and delivery of a
written agreement by SRCR to any such employee(s), will create in
ARM's employee's any rights, explicit or implied, to employment
by SRC-ROM. Certain ARM officers shall be offered employment by
SRC-ROM; Exhibits A and B are employment agreements for those
certain individuals.

8.   Representations and Warranties of ARM

     ARM represents and warrants to SRCR as follows: 

          8.1    ARM's Best Knowledge.  With respect to the
representations and warranties of ARM herein that are to "ARM's
Best Knowledge", "Best Knowledge" shall mean and include (I) the
actual knowledge of, and (ii) that knowledge which could have
been obtained through due and diligent inquiry of ARM or key
employees of ARM.

          8.2  Execution, Delivery and Performance.  ARM has the
right, power, legal capacity and authority to enter into and
perform its obligations under this Agreement, and to execute and
deliver this Agreement.  No further action is required on the
part of ARM or any other person, entity, or court to render this
Agreement and such other agreements or instruments to be
delivered pursuant to this Agreement by ARM as legal, valid, and
binding obligations of ARM which are enforceable against him in
accordance with their terms.  ARM further represents and warrants
that it is a corporation in good standing, organized and existing
pursuant to the laws of the State of Romania, and that it has
complied with all requisite corporate formalities, and that its
business license is current and valid.

          8.3  No Adverse Change.  Except as has been disclosed
by ARM to SRCR in the Financial Statements, there has not been:

               8.3.1     Any damage or destruction, whether or
not covered by insurance, materially and adversely affecting the
financial condition, assets or operation of the Business; nor

               8.3.2     Any sale or transfer of any asset of the
Business, except in the ordinary course of business.

          8.4  Litigation.  To the ARM's Best Knowledge, there
are no suits, claims, actions, tax liens, court-imposed or
judgment liens, levies or attachments, proceedings or
investigations pending or threatened against ARM relating to
either the Business or any of the Business Assets, except as
noted below, and ARM has no knowledge or reason to suspect that
the Business is currently operated in violation of any applicable
law, ordinance or regulation.  

          8.5  Title To and Condition of the Business Assets. 
ARM has good and marketable title to each of the Business Assets,
free and clear of all claims of third parties, except to the
extent (if any) that ARM has provided explicit, written
information to SRCR indicating the nature, background, extent and
status of any security interest any third party may have in any
of the Business or Business Assets, and any obligations or
liabilities of any kind or nature whatsoever that ARM has to any
third parties related to the Business or Business Assets.  The
Business Assets constitute all of the assets used in the conduct
of the Business, and  as of the Closing Date shall be in the same
condition as they were when last inspected and/or inventoried by
SRCR. 

          8.6  Full Disclosure.  None of the representations,
warranties or covenants made by ARM in this Agreement or in any
attached Exhibits or documents delivered to SRCR pursuant to this
Agreement by or on behalf of ARM contain any untrue statement of
any fact or omit to state any fact required to be stated in order
to make the representations, warranties or covenants not
misleading.  There is no fact known to ARM which materially
adversely affects the business, operations, affairs, prospects or
condition of the Business which has not been clearly set forth in
this Agreement or an attached Exhibit or a document delivered to
SRCR pursuant to this Agreement. 

     9.   Representations and Warranties of SRCR

     SRCR represents and warrants to ARM as follows:

          9.1  Valid Execution and Delivery.  SRCR has all
requisite power and authority to enter into, execute and perform
the obligations under this Agreement, and no further action is
necessary on the part of SRCR to render this Agreement and such
other agreements or instruments to be delivered pursuant to this
Agreement by SRCR enforceable in accordance with their terms.  

          9.2  Inspection and Investigation.  On the day of or
immediately preceding the Closing Date, ARM shall have a full
inspection of the most current regulatory filings for the purpose
of examining the condition of SRCR.  As of the Closing Date, SRCR
shall be entering the joint venture based on: (a) its own
independent investigation and evaluation of the Business, (b) its
future prospects, and (c) the covenants, representations and
warranties of ARM set forth herein, and is not relying on any
oral representations made by ARM in this transaction with regard
to the Business and Business Assets not otherwise contained
explicitly or implicitly herein. 

     10.  Indemnification

          10.1 Indemnification by ARM.  ARM agrees to indemnify,
defend and hold harmless SRCR from and against any losses, costs,
damage(s) and expenses (including but not limited to attorneys'
fees and costs) incurred by SRCR and resulting from any breach by
ARM of any of ARM's representations, warranties and covenants set
forth in this Agreement.  In furtherance and not in limitation of
the foregoing indemnity, ARM shall indemnify and hold harmless
SRCR from and against all claims asserted against, and all
losses, costs, damages and expenses incurred by SRCR arising from
the business conducted by ARM prior to the Closing.  SRCR shall
promptly notify ARM of the existence of any claim, demand or
other matter to which ARM's indemnification obligations would
apply and shall give ARM reasonable opportunity to defend the
same at its own expense and with counsel of its own selection;
provided, that SRCR shall at all times also have the right to
fully participate in the defense at its own expense.  If ARM
shall, within a reasonable time after such notice, fail to
defend, SRCR shall have the right, but not the obligation, to
undertake the defense of, and to compromise or settle, the claim
or other matter on behalf of ARM.  If the claim is one that
cannot by its nature be defended solely by ARM, SRCR shall make
available all information and assistance that ARM may reasonably
request.

          10.2 Indemnification by SRCR.  SRCR agrees to
indemnify, defend and hold harmless ARM from and against any
losses, costs, damage(s) and expenses (including but not limited
to attorneys' fees and costs) incurred by ARM and resulting from
any breach by SRCR of any of SRCR's representations, warranties,
and covenants set forth in this Agreement.  ARM shall promptly
notify SRCR of the existence of any claim, demand or other matter
to which SRCR's indemnification obligations would apply and shall
give SRCR reasonable opportunity to defend the same at its own
expense and with counsel of its own selection; provided, that ARM
shall at all times also have the right to fully participate in
the defense at its own expense.  If SRCR shall, within a
reasonable time after this notice, fail to defend, ARM shall have
the right, but not the obligation, to undertake the defense of,
and to compromise or settle (exercising reasonable business
judgment), the claim or other matter on behalf of SRCR.  If the
claim is one that cannot by its nature be defended solely by
SRCR, ARM shall make available all information and assistance
that SRCR may reasonably request.

          10.2.1    Any time after the Closing Date, but limited
to one (1) year after the Closing Date, ARM shall inform SRCR by
written notification ("Claim Notice") of any claim for
indemnification under Section 10.2.  SRCR shall have ten (10)
days from the date of the Claim notice in which to dispute any
such claim.  If ARM does not receive written notification
("SRCR's Notice") of any such dispute prior to 5:00 p.m. on the
tenth (10th) day following the date of the Claim Notice such
claim shall be deemed to be approved.  In the event that all or
any portion of a claim remains unresolved twenty (20) days after
the date of SRCR's Notice after good faith efforts to resolve the
claim, ARM and SRCR shall attempt to resolve such claim through
mediation, and then, if necessary, by arbitration in accordance
with the procedures described in Section 23.

     11.  Notices

     All notices under this Agreement by either party hereto
shall be in writing and shall be deemed effectively given when
delivered if delivered in person, or if sent by mail at the
earlier of their receipt or five (5) days after the same have
been deposited in a regularly maintained receptacle for the
deposit of U.S. mail, registered or certified, postage prepaid,
and addressed to such party as set forth below:

     If to ARM:               

               S.C. ARM S.A.                      
               Str. Dambovitei NR. 44
               Cluj, Romania

     If to SRCR:

               Mr. Robert A. Dietrich
               President & CEO
               Semper Resources Corporation
               340 E. Warm Springs Road
               Ste 1A
               Las Vegas, NV 89118

or to such other place as each such party may from time to time
designate by written notice to the other party delivered in the
manner specified herein.

     12.  Amendments and Waivers

     No amendment or waiver of any provision of this Agreement
shall in any event be effective unless the same shall be in
writing and signed by the party to be bound thereby, or its
designated and authorized representative.  No failure or delay on
the part of any party in exercising any power, right, privilege
or remedy under this Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right, power
or remedy constitute a waiver of any other or further exercise of
any right, power or remedy.  Any waiver of any provision of this
Agreement, and any consent to any departure by any of the parties
from the terms or conditions of any provision of this Agreement,
shall be effective only in the specific instance and for the
specific purpose for which given.

     13.  Severability of Provisions

     This Agreement shall be performed and shall be enforceable
to the full extent allowable by applicable law, and the illegal-
ity, invalidity, waiver or unenforceability of any provision of
this Agreement shall not affect the legality, validity,
applicability or enforceability of the remaining provisions
hereof.

     14.  Counterparts

     This Agreement may be executed in two or more counterparts
and in separate counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute on and
the same instrument.

     15.  Entire Agreement

     This Agreement contains the entire agreement of the parties
hereto with respect to the matters set forth herein.  Any prior
offers, counter-offers, agreements or understandings, written or
oral, with respect to the matters set forth in this Agreement are
completely superseded by this Agreement.  Each party certifies to
its full familiarity with the provisions of this Agreement and
agrees that the provisions of this Agreement are not to be con-
strued either for or against either party merely because one
party or the other has been responsible for the preparation of
the text of this Agreement. 

     16.  Remedies Cumulative

     Except as otherwise expressly set forth in this Agreement,
the rights and remedies herein provided are cumulative and are
not exclusive of any rights or remedies that any party may
otherwise have at law or in equity.

     17.  Successors

     This Agreement shall be binding, and shall inure to the
benefit of, SRCR, ARM and their respective successors, heirs,
devisee and assigns.

     18.  Attorneys' Fees

     If any legal action or any arbitration or other proceeding
is brought for the enforcement of this Agreement, or because of
an alleged dispute, breach, default, or misrepresentation in con-
nection with any of the provisions of this Agreement, the
successful or prevailing party shall be entitled to recover
reasonable attorneys' fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it
or they may be entitled.

     19.  Recitals/ Headings/ Number/ Gender

     All recitals set forth immediately preceding paragraph 1
hereof shall be incorporated herein and constitute warranties of
the appropriate party.  The headings contained in this Agreement
are solely for convenience and are not intended to and do not
affect the terms hereof.  Whenever the single number is used in
this Agreement, the same shall include the plural, and the
masculine gender shall include the feminine and neuter genders,
and the word "person" shall include corporation, firm, or
association when required by the context.

     20.  Governing Law

     This Agreement shall be governed and construed in accordance
with the laws of the State of Nevada.  Jurisdiction and venue
over any legal action brought hereunder shall reside exclusively
in the County of Clark, State of Nevada.

     21.  Expenses

     ARM and SRCR shall each pay all expenses incurred by it
(respectively) in connection with and arising out of this
Agreement, including but not limited to, all fees and expenses of
its counsel and accountants.  

     22.  Arbitration of Disputes

     Any dispute arising out of this Agreement, shall be finally
settled by binding arbitration in the County of Clark, Nevada, in
accordance with the then current Commercial Arbitration Rules of
the American Arbitration Association ("AAA").  The term "dispute"
includes, without limitation, any disagreements between the
parties concerning the existence, interpretation or enforcement
of this Agreement, or the alleged breach of this Agreement, and
any misrepresentation in connection with any of the provisions of
this Agreement.  The award rendered by the arbitrator shall be
final and binding upon ARM and SRCR and may be entered in any
court (subject to paragraph 21) having jurisdiction thereof
subject only to the challenges available under the State of
Nevada's Arbitration Act(s).  Either party may commence
arbitration by sending a written notice of arbitration to the
other party.  The notice will state the dispute with
particularity.  As part of his or her decision, the arbitrator
shall allocate the costs of arbitration, including fees of
attorneys and experts, as he or she deems fair and equitable in
light of all relevant circumstances.  Said arbitration shall be
conducted by an arbitrator chosen by mutual agreement of ARM and
SRCR, or failing such agreement, an arbitrator experienced in
commercial/business matters, including the sale and/or purchase
of a small business, appointed by the AAA.  There shall be
limited discovery prior to the arbitration hearing as follows: 
(a) exchange of witness lists and copies of documentary evidence
and documents related to or arising out of the issues to be
arbitrated, (b) depositions of all party witnesses, and   such
other depositions as may be allowed by the arbitrator(s) upon a
showing of good cause.  Depositions shall be conducted in
accordance with the Nevada Code of Civil Procedure.  The
arbitrator shall be required to provide in writing to the parties
the basis and reasoning of the award or order of such arbitrator. 
A court reporter may record all hearings, with such record
constituting the official transcript of such proceedings. 
Nothing contained herein, however, shall preclude either party
from promptly seeking equitable relief against the other, if
deemed truly necessary, in a Court in Clark County.  Each party
hereto understands and accepts that by virtue of this arbitration
clause, there will very likely be no trial by jury available
hereunder and, thus, each party hereto acknowledges a waiver of
that otherwise fundamental right to a trial by jury.
     
     23.  Understanding and Legal Counsel  

     Each party hereto has carefully read and reviewed this
Agreement, and the exhibits hereto, and understands same.  Each
party has also carefully reviewed this Agreement with his counsel
and/or accountant or other professional advisor(s), or chosen not
to do so at his own risk.  Each party voluntarily enters into
this Agreement.

     24.  Brokers/Finders/Intermediaries

     ARM shall be responsible for any and all fees charged by
Brad Evans, the only recognized intermediary, incurred or to be
incurred as the result of the consummation of this Agreement and
closing.

     IN WITNESS WHEREOF, ARM and SRCR have executed this
Agreement as of the date and year first above written.

Semper Resources Corporation            S.C. ARM S.A.
a Nevada corporation                    A Romanian corporation

By:/s/Robert A. Dietrich           By: /s/Louis F. Coppage
   -----------------------------       --------------------------
   Robert A. Dietrich,                 Louis F. Coppage,
   President & CEO                     Managing Director