<PAGE>

                                                                 EXHIBIT 10.34

                   ** Portions of this Exhibit Redacted **

                                [LETTERHEAD]



BY FAX                                 March 4, 1997


Mr. Gregory A. Hahn 
President and C.E.O. 
Summo Minerals Corporation 
900 Denver Center Building 
1776 Lincoln St. 
Denver, CO 80203


Re: Commitment - Lisbon Valley Copper Project (the "Project") $45 Million 
Financing

Dear Mr. Hahn: 


We are pleased to inform you that we have received credit approval for the 
above referenced $45 million project financing facility (the "Facility"). 
This letter will serve as ING (US) Capital Corporation's ("ING Capital") 
commitment to underwrite $27.5 million of the Facility, subject to the terms 
and conditions set forth in the attached Definitive Term Sheet and completion 
of ING Capital's legal and technical due diligence. It is our understanding 
that the Facility's co-underwriter, Heller Financial, Inc. has also received 
the requisite credit approvals and will, under separate cover, confirm to you 
their firm commitment to underwrite $17.5 million of the Facility.

As discussed, the attached Definitive Term Sheet incorporates the revisions 
agreed to by ING Capital, including the following:

1.  The Ore Reserves will be increased to permit at least two additional      
    years of production as a condition of Commercial Completion.

2.  The Economic Test for Commercial Completion will require achieving the    
    following Debt Coverage Ratios:

              Life of Loan                            at least 1.50 
              Life of Reserves                        at least 1.75

3.  Following Commercial Completion, distributions of Cash Flow              
    Participation will be permitted so long as there exist no events of       
    default and the Debt Coverage Ratio is at least 1.50.

We are at this time not able to commit to the $7.0 million hedging facility. 
We see this facility as being in the best long term interest of the Borrower. 
We propose to revisit this matter and to give it consideration within the 
next twelve months.

                                       
                                   ING GROUP 
              135 East 57h Street New York, New York 10022-2101 
                Telephone: (212) 446-1500 Fax: (212) 644-0428 
              Telex: TRT 177792 RCA INTL 238686 ITT INTL 428379 

<PAGE>

Mr. Gregory A. Hahn 
March 4,1997 
Page 2 of 2


If you are in agreement with the foregoing and the terms and conditions 
provided for in the attached Definitive Term Sheet, please sign in the space 
provided below and return a signed copy to my attention prior to the close of 
business on March 7, 1997. Please be advised that the contents of this letter 
(including the attached Definitive Term Sheet) are confidential and may not 
be disclosed to any third party (other than your legal or accounting 
advisors) without the prior written consent of ING Capital and Heller.

In addition, by signing below, you agree to jointly and severally indemnify 
and hold harmless ING Capital and each of its directors, officers, employees 
and affiliates (collectively, the "Indemnified Parties") from and against any 
damages, losses, claims, liabilities, demands, charges, suits, costs and 
expenses (including court costs and reasonable attorneys' fees and expenses) 
(collectively, the "Indemnifiable Costs"), which any Indemnified Parties may 
sustain, or to which any of the Indemnified Parties may be subject, or which 
in any way relate to or result from the Project, this letter, the attached 
Definitive Term Sheet or the financing contemplated thereby (other than those 
Indemnified Costs which result primarily from the gross negligence or willful 
misconduct of such Indemnified Parties). The provisions of this paragraph 
shall survive any termination of this letter or the attached Definitive Term 
Sheet.

Again we are pleased to lead this transaction and very much look forward to
working with you and your team on this exciting project.

                                              Sincerely, 
                                         ING (U.S.) Capital Corporation

                                              /s/ Ricardo M. Campoy
                                              Ricardo M. Campoy 
                                              Managing Director

AGREED AND ACCEPTED                      AGREED AND ACCEPTED: 
this 5th day of March 1997               this 5th day of March 1997
on behalf of SUMMO MINERALS CORPORATION  on behalf of SUMMO USA CORPORATION


By:   /s/ Gregory D. Hahn                 By:   /s/ James D. Hahn 
      -----------------------                   ---------------------
Name: Gregory D. Hahn                     Name: James D. Hahn 
      -----------------------                   ---------------------
Title: President and CEO                  Title: V.P. Finance and CFO
      -----------------------                   ---------------------

cc: Mr. Mark Condon 
    James H. Dunnett 
    Hovey Kemp

<PAGE>

                                 [LETTERHEAD]



                                        March 5, 1997

Summo Minerals Corporation 
Summo USA Corporation 
900 Denver Center Building
1776 Lincoln Street 
Denver, CO 80203 
Attn: Mr. Gregory A. Hahn

      Re:  Commitment - Lisbon Valley Copper Project (the "Project") 
           $45 Million Financing

Dear Mr. Hahn:

We are pleased to inform you that we have received credit approval for the 
above referenced $45 million project financing facility (the "Facility"). 
This letter will serve as Heller Financial Inc.'s ("Heller") commitment to 
underwrite $17.5 million of the Facility, subject to the terms and conditions 
set forth in the attached Definitive Term Sheet and completion of Heller's 
legal and technical due diligence.

If you are in Agreement with the foregoing and the terms and conditions 
provided for in the attached Definitive Term Sheet presented by Heller and 
ING (U.S.) Capital Corporation ("ING Capital"), please sign in the space 
provided below and return a signed copy to my attention prior to the close of 
business on March 7, 1997. Please be advised that the contents of this letter 
(including the attached Definitive Term Sheet) are confidential and may not 
be disclosed to any third party (other than your legal or accounting 
advisers) without the prior written consent of Heller and ING Capital.

In addition, by signing below, you agree to jointly and severally indemnify 
and hold harmless Heller and each of its directors, officers, employees and 
affiliates (collectively, the "Indemnified Parties") from and against any 
damages, losses, claims, liabilities, demands, charges, suits, costs and 
expenses (including court costs and reasonable attorneys' fees and expenses) 
(collectively, the "Indemnifiable Costs"), which any Indemnified Parties may 
sustain, or to which any of the Indemnified Parties may be subjected, or 
which in any way relate to or result from the Project, this letter, the 
attached Definitive Term Sheet or the financing contemplated thereby (other 
than those Indemnifiable Costs which result primarily from the gross 
negligence or willful misconduct of such Indemnifiable Parties). The 
provisions of this paragraph shall survive any termination of this letter or 
the attached Definitive Term Sheet.

<PAGE>

Mr. Gregory A. Hahn 
March 5, 1997 
Page 2

     Again, we are pleased to be taking part in this transaction and very 
much look forward to working with you and your team on this exciting project.

                                       Sincerely, 
                                       HELLER FINANCIAL. INC.

                                       /s/ Mark S. Condon
                                       Mark S. Condon 
                                       Vice President

AGREED AND ACCEPTED:

SUMMO MINERALS CORPORATION

By:       /s/ Gregory A. Hahn
    -----------------------------
    Name: Gregory A. Hahn
          -----------------------
   Title: President and CEO
          -----------------------

SUMMO USA CORPORATION

By:     /s/ James D. Frank
    -----------------------------
    Name:  James D. Frank
          -----------------------
   Title: V.P. Finance and CFO
          -----------------------

cc: Ricardo M. Campoy

<PAGE>

                            DEFINITIVE TERM SHEET

THE PROJECT:      The development, construction, and operation of copper      
                  mining facilities within the mining claims at Lisbon Valley 
                  in east central Utah, as described in the October 1996      
                  Update of Feasibility Study prepared by Roberts & Schaefer  
                  (the "Feasibility Study").

BORROWER:         A newly formed special purpose company, as sole owner and   
                  operator of the Project.

GUARANTORS:       Summo USA Corporation, a US corporation, and; 
                  Summo Minerals Corporation, a Canadian corporation.

AGENT &           ING Capital.                                                
ARRANGER:                                                                     

UNDERWRITERS:     ING Capital and Heller Financial, Inc.

LENDERS:          ING Capital and Heller Financial, Inc. and one or more      
                  financial institutions acceptable to the Underwriters, the  
                  Borrower, and the Guarantors. 

FACILITY:         The Underwriters commit to provide their respective share   
                  for up to a $45.0 million senior credit facility as         
                  detailed below:

                       ING Capital               $27.5 million

                       Heller Financial, Inc.    $17.5 million

EQUITY:           The Borrower will place, in cash, a minimum of $13.2        
                  million into the Proceeds Account to satisfy the Lenders    
                  that these funds are available for the Project prior to     
                  drawdown of the Facility. 

PURPOSE:          Drawdowns to be used solely to fund expenditures identified 
                  in the following Sources and Uses:

                  SOURCES:    MILLION  USES:                          MILLION 
                  -------------------  ---------------------------------------
                  Equity         13.2  Construction Costs               $42.0 
                  Debt facility  45.0  Working Capital & Preprodn         4.6 
                                       Capitalized Interest & Fees        3.0 
                                       Contingency                        3.6 
                                                                         ---- 
                                                                         53.2 
                                       Debt Service Reserve               5.0 
                                                                         ---- 
                    Total       $58.2    Total                          $58.2 
                                -----                                    ---- 
                                -----                                    ---- 

AVAILABILITY:     The Facility will be drawn on the basis of an agreed        
                  Development and Operating Plan, each draw being no more    
                  frequently than monthly, and each draw to be                
                  approved/certified by the Independent Engineer. 

                                  Page 1 of 9

<PAGE>

FINAL             No later than December 31, 2005. 
MATURITY:

SCHEDULED         Facility repayments shall be in quarterly installments      
REPAYMENTS:       commencing six months after Commercial Completion, but not  
                  later than March 31, 1999. The anticipated repayment        
                  schedule (Exhibit I) is structured in recognition of the    
                  Project's currently projected Cash Available for Debt       
                  Service.

MANDATORY         Mandatory Repayments equal to the Prescribed Percentage of  
REPAYMENTS:       Excess Cash Flow will be made quarterly within 45 days of   
                  quarter-end. Mandatory Repayments will be applied to        
                  Scheduled Repayments in their inverse order of maturity.    
                  Following achievement of Commercial Completion, the        
                  Prescribed Percentage will be 50%, except that, if the then 
                  Ore Reserves provide for a mine life of 24 months or more   
                  beyond Final Maturity, then, if the lower of the Debt       
                  Coverage Ratio and Historic Debt Coverage Ratio is between  
                  1.5 and 2.0, the Prescribed Percentage for that quarter     
                  will be 25%, and if it is greater than 2.0, then 0%.

VOLUNTARY         The Borrower may prepay all or a portion of outstandings    
REPAYMENTS:       without penalty, such prepayments to be applied in their    
                  inverse order of maturity. The Borrower will reimburse      
                  Lenders for funding costs associated with making repayments 
                  on non-interest rollover dates.

EXCESS CASH       Cash Available for Debt Service less Debt Service. 
FLOW:

CASH AVAILABLE    Gross revenue less all associated royalties, cash           
FOR DEBT          production costs, taxes, non-discretionary capital          
SERVICE:          expenditures, and working capital changes. 

DEBT SERVICE:     Scheduled principal and interest payments.

ORE RESERVES:     Those ore reserves certified by the Independent Engineer as 
                  being proven and probable.

CAPITAL           Those expenses necessary for the development of the Project 
EXPENDITURES:     and which will be more fully described in the Development   
                  Plan.

DEBT COVERAGE     Debt Coverage Ratio shall be the ratio of Cash Available    
RATIO:            For Debt Service plus the balance in the Debt Service       
                  Reserve to Debt Service through the Facility's Final        
                  Maturity as projected under the Development and Operating   
                  Plan. Gross revenue will be calculated using the actual     
                  hedged price for all future hedged production, and the      
                  unhedged price for the balance. The unhedged price will be  
                  the lesser of (1) the average of the historic 12 monthly    
                  spot price, (2) the then spot price and (3) the average of  
                  the future 12 month LME forward price.
                                       
                                  Page 2 of 9

<PAGE>

                   ** Portions of this Page Redacted **

HISTORIC DEBT     Historic Debt Coverage Ratio shall be the ratio of Cash     
COVERAGE          Available for Debt Service to Actual Debt Service (interest 
RATIO:            due and scheduled principal due) over the prior             
                  four-quarter period to date of calculation.

PROCEEDS          All proceeds for project development derived from Equity    
ACCOUNT &         and the Facility, operating cash flows, commodity hedges,   
PRIORITY:         sales of assets, insurance payments, etc., will be          
                  deposited in the Borrower's Proceeds Account. During        
                  construction a construction sub-account will be operative.  
                  During the operating phase all transactions will be shifted 
                  to the operating sub-account. All disbursements from these  
                  sub-accounts will be made in the following priority: (i)    
                  taxes; (ii) project development costs, Contingency, and     
                  initial Debt Service Reserve; (iii) all operating and       
                  maintenance costs, working capital, and non-discretionary   
                  capital requirements; (iv) debt service; (v) top up of     
                  Debt Service Reserve (if deficient) or reimbursement to     
                  Summo of excess over its initial $5.0 million funding; (vi) 
                  reimbursement to Summo of unused Contingency amount; (vii)  
                  cash flow split to Underwriters and Summo; and (viii)       
                  discretionary expenditures.

INTEREST RATE:    LIBOR plus a margin of [**Redacted -- Confidential Treatment
                  Sought**]% p.a. prior to Commercial Completion and
                  [**Redacted -- Confidential Treatment Sought**]% p.a. 
                  following Commercial Completion.  The Borrower may select 
                  interest periods of 1, 2, 3, or 6 months. Interest to be 
                  paid on the last day of each interest period, but at least
                  quarterly.

ACCEPTANCE        A $[**Redacted -- Confidential Treatment Sought**] fee was 
FEE:              paid to the Underwriters on the basis of the Guarantors'
                  acceptance of the Definitive Term Sheet under cover letter
                  dated December 26, 1996. With delivery of the Underwriters'
                  firm commitment, this fee has been earned.

AGENT FEE:        $[**Redacted -- Confidential Treatment Sought**] p.a. will be
                  paid to the Agent annually in advance at Closing and annually
                  thereafter.

ARRANGEMENT       [**Redacted -- Confidential Treatment Sought**]% of the 
FEE:              Facility to be paid at Closing to the Arranger  (i.e.
                  $[**Redacted -- Confidential Treatment Sought**]).

FRONT END FEE:    [**Redacted -- Confidential Treatment Sought**]% of the
                  principal amount of the Facility, less the Acceptance Fee
                  payable to the Underwriters at Closing (i.e. $[**Redacted --
                  Confidential Treatment Sought**]).

COMMITMENT        [**Redacted -- Confidential Treatment Sought**]% p.a., payable
FEE:              quarterly in arrears, on the unutilized amounts under the
                  Facility, but limited to the amounts not drawndown against an
                  agreed drawdown schedule.

CASH FLOW         For underwriting the Facility, the Underwriters will be     
PARTICIPATION:    granted additional consideration in the form of 13.5%       
                  (carried) of the Project's Excess Cash Flow calculated      
                  before income taxes over the first 382 million pounds of    
                  copper sold. Cash flow participations will be paid          
                  quarterly within 45 days of quarter-end and will be         
                  annually adjusted.
                                       
                                  Page 3 of 9
<PAGE>

HEDGING           No hedging requirements will be imposed on the Borrower.    
REQUIREMENTS:

SECURITY:         Prior to Commercial Completion to include, without          
                  limitation (except that if the Borrower is a newly formed   
                  LLC, then this security will be restructured                
                  appropriately):

                  (1) First and floating priority liens and/or assignments on
                      all of the Borrower's assets, construction/proceeds
                      accounts, insurance policies, contracts, rights, permits
                      that are required under the Facility, and are necessary
                      to the Borrower's business, and to the Project's
                      development, operations, and sale of Product.

                  (2) Pledge of the Guarantors' stock in the Borrower.

                  (3) The Guarantors' full and unconditional guarantee of the
                      Borrower's obligations under the Facilities.

                  (4) Negative pledge over Guarantors' other assets.

                  Following Commercial Completion, to include, without
                  limitation, only (1) and (2) above.

DEBT SERVICE      The Debt Service Reserve will be maintained with a balance  
RESERVE:          at least equaling the next 2 quarters' Scheduled Debt       
                  Service and budgeted capital expenditures, but in any event 
                  not less than $5.0 million. Distributions from the Debt     
                  Service Reserve will be permitted to meet these             
                  obligations to the extent that funds are not available from 
                  other sources.

PHYSICAL AND      Subject to absence of Events of Default and of Material     
COMMERCIAL        Adverse Effect, the date upon which the Independent         
COMPLETION:       Engineer has determined to the Underwriters'                
                  satisfaction that the Project's construction and            
                  development is physically complete and that its operating   
                  performance over an agreed period of time (e.g. 90          
                  consecutive days) generally accords with the Feasibility    
                  Study's projections upon which the Lenders' credit          
                  evaluation was predicated (see Exhibit II for examples).

CONDITIONS        The drawdown under the Facility shall be subject to certain 
PRECEDENT TO      conditions, including, without limitation, absence of       
DRAWDOWN OF       Events of Default and of Material Adverse Effect, and the   
THE FACILITY:     Underwriters' satisfaction with the following: 

                  (1) Loan and Security documentation with related legal      
                      opinions. 

                  (2) Assurances as to the corporate existence and authority  
                      of the Borrower and the Guarantor. 

                  (3) The Independent Engineer's technical and environmental  
                      review of the Project.
                                       
                                  Page 4 of 9
<PAGE>

                  (4) The Independent Insurance Advisor's opinion that there  
                      is usual and adequate insurance policies with respect   
                      to the Borrower's business and the Project's assets. 

                  (5) Evidence of the necessary regulatory approvals,         
                      licenses, authorizations, and permits having been       
                      issued for the Project. 

                  (6) Funding of Equity.

                  (7) EPCM and contract mining contracts satisfactory to the  
                      Underwriters. EPCM contract to be fixed cost with       
                      respect to the Construction Costs and include           
                      liquidated damages equal to at least 15% of such        
                      Construction Costs.

                  (8) A detailed project Development and Operating Plan.

                  (9) Other documents and third party consents and approvals
                      as the Underwriters and their Legal Counsel shall deem
                      necessary or appropriate.

BORROWER'S        To include, without limitation:                             
COVENANTS: 
                  (1) Usual reporting requirements including notifications,   
                      audited financials, monthly Project construction and    
                      operating reports, and quarterly operating plans. The   
                      Lenders reserve the right to have such information      
                      audited by the Independent Engineer. 

                  (2) No additional indebtedness, nor liens and encumbrances  
                      with respect to Security, except in regard to           
                      equipment lease finance attendant to the Brown & Root   
                      contract or, for reasonable purposes in the normal      
                      course of business.

                  (3) Achieve Commercial Completion by no later than          
                      December 31, 1998.

                  (4) Maintain the Debt Coverage Ratio greater than or equal  
                      to 1.25, calculated up to Final Maturity and a Historic 
                      Debt Coverage Ratio greater than or equal to 1.25.      
                      Failure to meet either test will result in the          
                      Prescribed Percentage being 100% of Excess Cash Flow    
                      and will be an Event of Default.

                  (5) Distributions of Cash Flow Participation will be        
                      permitted after Commercial Completion so long as the    
                      Borrower is in compliance and the Debt Coverage Ratio   
                      is equal to or greater than 1.5OX.

                  Other covenants to include: limits on hedging; conduct of   
                  business; no sale of assets; restricted payments (capital   
                  expenditures); and insurance proceeds.

GUARANTORS'       To include, without limitation:                             
COVENANTS:
                  (1) Until Commercial Completion, maintain a net worth of at 
                  least $20,000,000, such figure to be revised upward in the  
                  event of a successful equity offering prior to Closing.
                                       
                                 Page 5 of 9

<PAGE>

                  (2) Until Commercial Completion, maintain current assets in 
                      excess of current liabilities of at least 3,000,000. 

                  (3) Until Commercial Completion, incur no additional        
                      indebtedness. 

                  (4) Maintain 100% ownership of the Borrower. 

                  (5) Assumption of the Borrower's income tax liabilities.

OTHER TERMS &     Representations & Warranties, Events of Default, Material   
CONDITIONS:       Adverse Effect, and other terms and conditions usual for    
                  Facilities as described herein.

EXPENSES:         All consulting, legal, and any other out-of-pocket expenses 
                  incurred by the Lenders in connection with the Facility due 
                  diligence, credit preparation, negotiation, documentation,  
                  execution, administration, and enforcement shall be for the 
                  account of the Borrower. These expenses will remain the     
                  Borrower's responsibility in the event that for whatever    
                  reason the transaction does not close.

EXCLUSIVITY       The Borrower and the Guarantors undertake not to solicit or 
& COMMITMENT:     negotiate with other parties for the provision of competing 
                  financing for the Project for a period of 120 days          
                  commencing on January 2, 1997 (i.e. from acceptance of the  
                  Definitive Term Sheet dated December 26, 1996). The         
                  Underwriters' commitment will terminate at the end of this  
                  period.

CONFIDENTIALITY:  Borrower, Guarantors, and any of their affiliates agree to  
                  not release any material terms contained herein to third    
                  parties not related to this transaction, without the        
                  written consent of the Underwriters, except as required by  
                  law. Any press releases regarding the Facility are to be    
                  agreed in advance with the Underwriters.

INDEPENDENT       The Winters Company.                                        
ENGINEER:

LEGAL COUNSEL:    Davis Graham & Stubbs.

GOVERNING LAW/    This Definitive Term Sheet and all other subsequent credit  
JURISDICTION/     documentation among the Lenders, the Borrower, and the      
JURY TRIAL        Guarantor will be governed by and construed in 
WAIVER:           accordance with the laws of the State of New York   
                  (excluding any conflict of laws provisions). The parties    
                  hereto hereby waive all rights to a trial by jury with      
                  respect to the matters set forth herein.
                                       
                                  Page 6 of 9

<PAGE>
                                       
                                   EXHIBIT I

                              REPAYMENT SCHEDULE 
                                    ($ 000)

                                                      TOTAL             TOTAL
YEAR #            YEAR            QUARTER            QUARTER            ANNUAL
  1               1998              1st
                                    2nd
                                    3rd
                                    4th
                                  --------------------------------------------
  2               1999              1st               $1,250 
                                    2nd               $1,250 
                                    3rd               $1,250 
                                    4th               $1,250 
                                  --------------------------------------------
                                                                        $5,000
  3               2000              1st               $1,250 
                                    2nd               $1,250 
                                    3rd               $1,250 
                                    4th               $1,250 
                                  --------------------------------------------
                                                                        $5,000
  4               2001              1st               $1,250 
                                    2nd               $1,250 
                                    3rd               $1,250 
                                    4th               $1,250 
                                  --------------------------------------------
                                                                        $5,000
  5               2002              1st               $1,250 
                                    2nd               $1,250 
                                    3rd               $1,250 
                                    4th               $1,250 
                                  --------------------------------------------
                                                                        $5,000
  6               2003              1st               $1,750 
                                    2nd               $1,750 
                                    3rd               $1,750 
                                    4th               $1,750 
                                  --------------------------------------------
                                                                        $7,000
  7               2004              1st               $2,250 
                                    2nd               $2,250 
                                    3rd               $2,250 
                                    4th               $2,250 
                                  --------------------------------------------
                                                                        $9,000
  8               2005              1st               $2,250 
                                    2nd               $2,250 
                                    3rd               $2,250 
                                    4th               $2,250 
                                  --------------------------------------------
                                                                        $9,000

                                   Total                               $45,000
                                                                 -------------
                                                                 -------------
                                       
                                 Page 7 of 9

<PAGE>
                                       
                                  EXHIBIT II

                         PHYSICAL COMPLETION EXAMPLE

1.  The plant, equipment, and related infrastructure have been completed and  
    installed essentially as described in the Feasibility Study               
    [Development and Operating Plan and/or EPCM Contract] and shall have been 
    commissioned.

2.  All construction costs have been paid in full and the Project shall be    
    free and clear of any lien, charge or encumbrance of any kind not         
    permitted under the loan documents and free and clear of any              
    materialmen's liens arising in connection with the construction of the    
    Project.

3.  All governmental, regulatory and third party permits, licenses, consents  
    and approvals necessary for a continuous operation of the Project in      
    accordance with the Feasibility Study are in full force and effect.

4.  Management and a work force in appropriate numbers and with the           
    appropriate qualifications are on the job in accordance with good mine    
    operating practice.

5.  The required insurance is in full force and effect as certified by the    
    Independent Insurance Advisor.
                                       
                      COMMERCIAL COMPLETION TEST EXAMPLES

Commercial Completion shall occur on the date on which (a) there is no Default
or Event of Default and (b) the Independent Engineer submits to the Agent a
certificate stating that (i) the conditions set forth below have occurred and
are correct and (ii) the conditions required for Physical Completion continue to
be satisfied by the Borrower.

1.  For 30 consecutive days, after pregnant leach solution ("PLS")            
    strengths and flows have been built up to permit the continuous, full     
    operation of the solvent extraction and electrowinning plants, the        
    Project has produced at least [xx] tons of Class I copper cathodes        
    meeting LME "A" Grade specifications ("Product") during which period such 
    production has totaled at least [yy] tons for 10 consecutive days.

2.  For 90 consecutive days following satisfaction of the test set forth in   
    paragraph 1 above, cumulative production of Product has been no less than 
    90% of cumulative copper cathode production calculated in accordance with 
    the Feasibility Study to be recoverable from the actual ore placed and    
    leached on the heap leach pad since Physical Completion.
                                       
                                  page 8 of 9

<PAGE>

3.  The Ore Reserve as defined in the Feasibility Study has been increased in 
    an amount sufficient to allow at least an additional two years of full    
    production;

4.  The cumulative grade, tonnage and contained copper of at least [X,000,000]
    consecutive tons measured by the plant head sampling systems have each    
    been no less than 90 percent of the cumulative grade, tonnage and         
    contained copper of Ore Reserves fed to the plant, such Ore Reserves,     
    together with Ore Reserves within stockpiles and planned open pits, being 
    sufficient to sustain no less than 90% of the ore and Product production  
    forecasted by the Feasibility Study.

5.  For 30 consecutive days within the test period referenced in paragraph 2  
    above, aggregate operating costs per ton of ore mined and processed and   
    per pound of Product produced have each been less than 110% of the        
    Feasibility Study's unescalated unit operating costs projected for the    
    Ore Reserves mined and processed. Operating costs shall include all       
    direct and indirect cash costs incurred by the Project toward the         
    production and sale of Product.

6.  For 30 consecutive days within the test period referenced in paragraph 3  
    above, at least (Y,000,000) tons of ore and waste have been mined and     
    delivered to their respective crusher, stockpile and waste disposal areas 
    during which time such mining rate has exceeded (Z,000) ton per day for   
    10 days.

7.  For 30 consecutive days within the test period referenced in paragraph 3  
    above, at least (A,000) tons of ore has been crushed to 100% at minus (P) 
    in. during which time such crushing rate has exceeded (B,000) tons per    
    day for 10 days.

8.  For 30 consecutive days within the test period referenced in paragraph 3  
    above, at least (C,000) tons of crushed ore has been conveyed and stacked 
    on the heap leach pads during which time such delivery rate has exceeded  
    (D,000) tons per day for 10 days.

9.  For 30 consecutive days within the test period referenced in paragraph 3  
    above, the flowrate of PLS to the solvent extraction circuit shall        
    average the equivalent of at least (H,000) kilograms per hour of copper   
    contained in PLS.

ECONOMIC TEST

In lieu of the tests set forth in paragraphs 5 through 8 above, the Borrower 
may elect to satisfy an economic test to be agreed between the Borrower and 
the Lenders. For example, to meet the Economic Test, the Debt Coverage Ratio 
shall be shown to be in excess of 1.50 for the period remaining to Final 
Maturity and 1.75 for the period to end of reserve life.
                                       
                                  Page 9 of 9