Exhibit 10.4
                                                                         
                              ASSIGNMENT OF ASSETS

     This  Assignment  of  Assets  is  entered  into and is made by and  becomes
effective  this 25th day of  October,  1995,  by  Atlantic  Pacific  Trust whose
address is 4750 Kelso  Creek  Road,  City Of  Weldon,  County of Kern,  State of
California,  93283,  United  States  of  America,  hereinafter  referred  to  as
"ATLANTIC",  which does hereby and herewith assign eight (8) mineral claims (See
Exhibit ",V  attached  hereto and made a part hereof by  reference)  with Proven
Gold Ore Reserves  containing  435,000 ounces of gold valued at  $165,000,000.00
U.S. Dollars (value based on $380 an ounce gold price) (See Exhibit "B" attached
hereto and made a part hereof by reference);


to wit;


Exhibit "A" attached  hereto and made a part hereof by  reference,  (Exhibit "A"
includes eight (8) mineral claims)


to;


Benjamin C. Rice, Attorney at Law
2645 North Cole Road, Suite D
Boise, Idaho 83704
Tel/Fax 208-323-1401,

hereinafter referred to as "TRUSTEE";

to be held in trust under the following terms and conditions:
1.  Said  Claims  will be held by TRUSTEE  for a term of ten (10) years or until
    all obligations against said claims, i.e., Gold Notes or Gold Ore Contracts,
    are fully satisfied by ATLANTIC, and;

2.  ATLANTIC will deliver to TRUSTEE,  when issued, a copy of all Gold Notes and
    Gold Ore  Contracts  as evidence of  indentures  against said claims held by
    TRUSTEE. Total indebtedness will not exceed $60,000,000 U.S. Dollars. (Sixty
    Million U.S. Dollars), and;

3.  TRUSTEE shall allow ATLANTIC to remove and process gold ore from said claims
    for the delivery and payment of indentures incurred by ATLANTIC against said
    claims;  
    A. ATLANTIC may remove  additional  gold ore to cover expenses only, and;
    B. ATLANTIC is not to remove any gold ore for any other purposes than stated
    above, and;



  ASSIGNMENT OF ATLANTIC PACIFIC TRUST ASSETS TO TRUSTEE BENJAMIN C. RICE - Page
  1 of 2


                                                                    Exhibit 10.4

<PAGE>



               MEETING OF THE BOARD OF TRUSTEES AND BENEFICIARIES
                                       OF
                             ATLANTIC PACIFIC TRUST


   The undersigned, on this 20th day of October, 1995, being all of the Trustees
of Atlantic Pacific (the "Trust"), hereby waives notice of the time and place of
the  meeting  of the Board of  Trustees  and  hereby  consents  to and takes the
following actions by their unanimous written consent. In attendance were William
M. Moreland and Steven B. Mortensen  representing  100% of the Beneficiaries and
1001% of the Trustees.

           WHEREAS,  the Trust desires to sell Gold Notes and Gold Ore Contracts
           through its contract employee broker Senator Securities,. and;

           WHEREAS,   Atlantic   Pacific  Trust  has  agreed  to  allow  Senator
           Securities  to sell Gold Ore  Contract  and Gold Notes  backed by the
           assets of Atlantic Pacific Trust, said assets being the eight mineral
           claims in Kern County California, and;

           WHEREAS,  Senator Securities,  Inc., to collateralize said Gold Notes
           and Gold Ore Contracts  requests that Atlantic  Pacific Trust to have
           said assets held in trust, by an Attorney to secure and collateralize
           said Gold Notes and Gold Ore  Contracts,  the  Trustees  of  Atlantic
           Pacific  Trust to  satisfy  the  collateral  requirements  of Senator
           Securities does hereby resolve the following:

           NOW THEREFORE,

              "IT IS  RESOLVED,  that  Atlantic  Pacific  Trust  enter  into  an
              Assignment of Assets agreement that will become effective the 25th
              day of October 1995. Atlantic Pacific Trust, whose address is 4750
              Kelso  Creek  Road,  City of  Weldon,  County  of  Kern,  State of
              California,  93283, United States of America, hereinafter referred
              to as  "ATLANTIC",  will thereby  assign eight (8) mineral  claims
              containing  Proven  Gold Ore  Reserves  of 435,000  ounces of gold
              valued at $165,000,000  U.S.Dollars  (value based on $380 an ounce
              gold price);  to wit;  Exhibit "A" attached hereto and made a part
              hereof by  reference.  (Exhibit  "A"  includes  eight (8)  mineral
              claims);  to;  Benjamin C. Rice,  Attorney at Law, 2645 North Cole
              Road,  Suite  D,  Boise,   Idaho  83704,   Tel/Fax   208-323-1401,
              hereinafter  referred to as  "TRUSTEE";  to be held in trust under
              the following terms and  conditions:

              1.) Said  Claims  will be held by  TRUSTEE  for a term of  ten(10)
              years or until all  obligations  against said claims,  i.e.,  Gold
              Notes or Gold Ore Contracts, are fully satisfied by ATLANTIC, and;
              
              2.) ATLANTIC will deliver to TRUSTEE,  when issued,  a copy of all
              Gold  Notes  and Gold Ore  Contracts  as  evidence  of  indentures
              against said claims held by TRUSTEE.  Total  indebtedness will not
              exceed $60,000,000 U.S. Dollars. (Sixty Million U.S.Dollars), and;

Meeting of the Board of Trustees and  Beneficiaries  of Atlantic  Pacific Trust-
October 20, 1995 - Page 1 of 2

                                                                    Exhibit 10.4
<PAGE>



              3.) TRUSTEE  shall allow  ATLANTIC to remove and process  gold ore
              from said  claims  for the  delivery  and  payment  of  indentures
              incurred by ATLANTIC against said claims;
              
                  A. ATLANTIC may remove  additional  gold ore to cover expenses
                  only, and;

                  B.  ATLANTIC  is not to  remove  any  gold  ore for any  other
                  purposes than stated above, and;

              4.) If ATLANTIC  defaults on any Gold Notes or Gold Ore  Contracts
              the TRUSTEE  will  without  recourse  from  ATLANTIC  initiate his
              choice of the following remedies;
              
                  A. Cause the Gold Ore to be refined by any third party refiner
                  and then pay all indebtedness incurred by ATLANTIC, or;

                  B.  Sell  said  claims  to pay all  indebtedness  incurred  by
                  ATLANTIC,

                      i. Said  sale of claims  may be for stock or cash or both;
                  The Assignment of Assents Agreement will be made in accordance
                  with this Trust  Resolution  dated  October  20,  1995,  which
                  grants full powers to the Trustees of Atlantic Pacific, Trust,
                  William  M.  Moreland  and  Steven  B.   Mortensen,   to  bind
                  ATLANTIC's assets as described above."



Dated October 20, 1995   /s/ William M. Moreland
                         ------------------------------------------------------
                         William M. Moreland, Trustee of Atlantic Pacific Trust
(Seal)
                         /s/ Steven B. Mortensen
                         ------------------------------------------------------
                         Steven B. Mortensen, Trustee of Atlantic Pacific Trust






Meeting of the Board of Trustees and  Beneficiaries  of Atlantic Pacific Trust-
October 20, 1995 - Page 2 of 2


                                                                    Exhibit 10.4
<PAGE>



                                RICE LAW OFF ICE
                                Benjamin C. Rice
                                 Attorney At Law
                           2645 N. Cole Road - Suite D
                               Boise, Idaho 93704
                             Tel/Fax: (208) 323-1401


October 25, 1995



William M. Moreland, Trustee
Steven B. Mortensen, Trustee
Atlantic Pacific Trust
4750 Kelso Creek Road
Weldon, California, 93283, U.S.A.

         Re: ACCEPTANCE AS TRUSTEE AND ASSIGNMENT OF ASSETS

To The Trustees of Atlantic Pacific Trust:


I, Benjamin C. Rice, acting as a fiduciary Trustee do hereby and herewith accept
the  assignment of assets from Atlantic  Pacific Trust this 25th day of October,
1995.

As Trustee I will hold In Trust the eight (8) mineral claims containing  435,000
ounces  of  gold  within  Proven  Gold  Ore  Reserves   valued  at  $165,000,000
U.S.Dollars  until  all Gold  Notes  and Gold Ore  Contracts  are  satisfied  by
Atlantic Pacific Trust.

In the event I am  notified  of a default I will  cause the gold ore to be mined
and refined or I will sell said eight (8)  mineral  claims to retire and satisfy
Atlantic Pacific Trust's incurred indebtedness against said assets.

Dated: October 25, 1995
Accepted By:


/s/ Benjamin Rice
---------------------------------------------------
Benjamin Rice, Attorney At Law and
as Trustee in Trust of the Eight Mineral Claims


                                                                    Exhibit 10.4

<PAGE>


4.  If  ATLANTIC  defaults on any Gold Notes or Gold Ore  Contracts  the TRUSTEE
    will without  recourse  from  ATLANTIC  initiate his choice of the following
    remedies; 
    A. Cause the Gold Ore to be refined by any third party refiner and
    then pay all indebtedness incurred by ATLANTIC, or;
    B.  Sell said claims and pay all indebtedness incurred by ATLANTIC,
        i. Said sale of claims may be for stock or cash or both;

The above  Assignment  of Assets is made in accordance  with a Trust  Resolution
date October 20, 1995, granting full powers to the undersigned  Trustees to bind
the assets of Atlantic Pacific Trust as defined above.


ATLANTIC PACIFIC TRUST                     ATLANTIC PACIFIC TRUST


/s/ William M. Moreland                    /s/ Steven B. Mortensen
-------------------------------------      ----------------------------------
Approved by:                               Approved by:
William M. Moreland, Trustee in Trust      Steven B. Mortensen, Trustee in Trust





BENJAMIN C. RICE, TRUSTEE                               (seal)


/s/ Benjamin C. Rice
----------------------------------
Trusteeship accepted by:
Benjamin C. Rice, Attorney at Law








ASSIGNMENT OF ATLANTIC PACIFIC TRUST ASSETS TO TRUSTEE BENJAMIN C. RICE-
Page 2 of 2


                                                                    Exhibit 10.4
<PAGE>



                                   EXHIBIT "A"
                                       to
                       the Assignment of Assets agreement
                             dated October 25, 1995,
                                   assigned by
                             Atlantic Pacific Trust




The following eight (8) mineral claim comprises a group of contiguous  claims in
the County of Kern,  State of  California,  U.S.A.  and are assigned by Atlantic
Pacific Trust as defined in the attached Assignment of Assets agreement, to wit;



        CLAIM             Section/Township/Range      CAMC  Kern County
         NAME                Mount Diablo Base         No    Recording  Date
                                 Meridian                       No.
----------------------   ------------------------    ------   ------   ------
Evening Star Mine No.1   Sec 17,T28S,R34E.M.D.B.M    263942   130246   9-1-94
Evening Star Mine No.2   Sec 17,T28S.R34E,M.D.B.M    263943   130247   9-1-94
Evening Star Mine No.3   Sec 17,T28S,R34E,M.D.B.M    263944   130248   9-1-94
Evening Star Mine No.4   Sec 17,T28S,R34E,M.D.B.M    263945   130249   9-1-94
Evening Star Mine No.5   Sec 17,T28S,R34E,M.D.B.M    263946   130250   9-1-94
Evening Star Mine No.6   Sec 17,T28S,R34E,M.D.B.M    263947   130251   9-1-94
Evening Star Mine No.7   Sec 17,T28S,R34E,M.D.B.M    263948   130252   9-1-94
Evening Star Mine No.8   Sec 17,T28S,R34E,M.D.B.M    263949   130253   9-1-94



The undersigned  hereby testifies that on July 8, 1995 all monuments required by
law were in place and all  notices  required  by law were  posted upon the above
listed claims,  and at said date each corner monument bore or contained markings
sufficient  to  appropriately  designate  the  corner  of the  claim to which it
pertained and the name of the claim.

We, the Trustees of Atlantic  Pacific  Trust,  hereby  certify  under penalty of
perjury under the laws of the State of California that the foregoing  statements
are true and correct.

Date:  October 25, 1995


/s/ William M. Moreland                    /s/ Steven B. Mortensen
-------------------------------------      -------------------------------------
Steven B. Mortensen, Trustee in Trust      William M. Moreland, Trustee in Trust
Atlantic Pacific Trust                     Atlantic Pacific Trust


                                                                    Exhibit 10.4

<PAGE>


                                 PRECIOUS METALS
                                   EXPLORATION
--------------------------------------------------------------------------------
P.O. BOX 5251                                             GEOLOGICAL CONSULTANTS
ELKO, NEVADA 89802                                            (702) 753-9447


William M. Moreland
Trustee in Trust
of Atlantic Pacific Trust
4750 Kelso Creek Road
Weldon, CA 93283                                           August 22, 1995


Dear Mr. Moreland,

As per your request,  I am summarizing  our findings  reported in the geological
report of  December  9, 1989.  That  report  outlines  the  proven and  probable
reserves of the Evening Star Mine Group.

Proven Gold Ore Reserves
------------------------
Gold ore in stockpile                            
outside the Evening Star mine portal;
30,000 tons of blended ore with average
grade 1.50 ounces of gold per ton                     45,000 ounces of gold

Gold ore blocked out in place at the Evening
Star mine;
260,000 tons of blended ore with average
grade 1.50 ounces of gold per ton                     390,000 ounces of gold

Total Proven gold ore reserves of
290,000 tons;
Total contained ounces of gold
within proven reserves                                435,000 ounces of gold

Estimated Gross Value of the Proven gold
ore reserves (Based on a ten year
average gold price reported by Merrill
Lynch) At $380.00 per ounce of gold                   $165,000,000 U.S.


Probable Gold Reserves
---------------------- 

Total estimated Probable gold reserves
of the Evening Star group; 1,600,000
tons of gold ore containing an average
grade of 1.4375 ounces of gold per ton
of ore                                                2,300,000 ounces of gold


                                                                    Exhibit 10.4

<PAGE>

Estimated Gross Value of the Probable
gold ore reserves (Based on a ten year
average gold price reported by Merrill
Lynch) At $380.00 per ounce of gold                   $874,000,000 U.S.


Total ounces of gold contained within
the Proven and Probable gold ore reserves of
the Evening Star Mine Group                           2,735,000 ounces of gold

Total Gross Value of the Proven and
Probable gold ore reserves (Based on a
ten year average gold price reported by
Merrill Lynch) At $380.00 per ounce of
gold                                                  $1,039,300,000 U.S.

     The gold content of the ores sampled by us was reconfirmed in the report on
"The  Reconnaissance  Investigation  of the Evening Star Mine",  prepared by The
Institute of Mineralogy,  Geochemistry,  and Crystal Chemistry of Rare Elements;
Moscow, Russia, 1994.
     This report stated "The deposit is represented by at least three  promising
ore types,  formed during  processes of repeated  recirculation  of  ore-forming
fluids. It was demonstrated by the previous  investigations  and proved by ours,
that each ore type has high grade "Bonanzas" containing no less than 1.50 ounces
per ton of gold."

     I hereby  Certify that the above  findings are true and correct to the best
of my Knowledge.

Certified this 22nd day of August, 1995.

                      Precious Metals Exploration


                      /s/ Christopher L. Pratt
                      --------------------------------
                      Christopher L. Pratt
                      Geologist and President

State of Nevada } 
                } ss.
County of Elko  }

IN WITNESS  WHEREOF,  I have hereunto set my hand and official seal on this, the
22 day of August, 1995.

                                           /s/ Joan E. Ross
JOAN E. ROSS                               ------------------------
Notary Public                              notary Public in and for
State of Nevada                            said County and State
Elko County Nevada
My appointment expires February 1, 1997

My commission expires: 2/1/97               (SEAL)


                                                                    Exhibit 10.4

<PAGE>



                       DEFINITIONS OF ORE CLASSIFICATIONS



PROVEN ORE RESERVES:
     PROVEN ore  reserves  are  measured  blocked out ore.  The  blocking out of
PROVEN  reserves are determined  from  exposures in  outcroppings,  cuts,  pits,
shafts,  mine  workings,  drill holes or  otherwise  where  measurements  are so
closely  spaced  that the  computed  tonnage  and grades of ore will have a high
degree of accuracy.


PROBABLE ORE RESERVES:
     PROBABLE ore reserves are computed upon  observable data which is projected
for a reasonable  distance on the basis of geological evidence and/or drill hole
data. The tonnage and grade of ore computed is assured but not absolute.


POSSIBLE ORE RESERVES:
     POSSIBLE  ore reserves  are  computed  largely on a broad  knowledge of the
geological  environment  and  the  characteristics  of the  mineralization.  Few
measurements  are  available.  The  computed  tonnage  and  grade  of  ore  is a
reasonable estimate rather than a quantitative amount.


                                                                    Exhibit 10.4

<PAGE>


Resume of:                                                 P.O. Box 5251
Christopher L. Pratt                                       Elko, Nevada 89802
August 21, 1995                                            Phone: (702) 753-9447

Experience:

June 1992 - Present     Western State Minerals Corp.

     Senior Exploration  Geologist at the Northumberland mine in central Nevada.
Western  States   Minerals  Corp.  owns  the   Northumberland   mine,  a  large,
structurally controlled,  sediment hosted gold deposit with over 3 million ounce
resource  base.  Responsibilities  included  directing a successful  exploration
program  over  100  square  mile  claim  block  for  gold  mineralization,   and
supervising six field  geologists.  Developed the structural model for district,
and designed and permitted  drilling  programs.  Have also assisted in preparing
computer  database for the project.  Was transferred to the Elko,  Nevada office
after two years at Northumberland.

     Senior Exploration  Geologist at the Elko, Nevada office.  Responsibilities
include the 26 Ranch Project,  a privately  owned ranch that extends from Battle
Mountain to north of Elko, and covers a portion of the Carlin Trend.  The Carlin
Trend is the  largest  gold  producing  province in North  America,  with proven
reserves of over 100 million ounces of gold. Have developed two targets that are
currently  being  evaluated.   Have  prepared  computer  databases  for  several
exploration projects.

May 1990 - June 1992    Consolidated Nevada Goldfields, Inc.

     Project  Geologist  at  the  Aurora  mining  district  in  western  Nevada.
Consolidated Nevada Goldfields,  Inc. has developed a small gold and silver mine
in the district. The mine consists of two underground operations developed along
veins, and four small open pits on veins and related  stockwork  mineralization.
Was directly  responsible  for planning,  development,  and grade control of the
underground portion of the mine. As project geologist,  was also responsible for
geologic  reconnaissance  within  the  district,  and  supervising  portions  of
developmental  drilling  and  assessment  of new  mineral  resources  within the
district. An additional two years reserves for the underground mining operations
and five years of open pit reserves  were the direct  result of this work,  with
additional indicated economic gold mineralization that is still being evaluated.
Have used Surpac mine software extensively on the project to model deposits.

January 1983 - May 1990     Precious Metals Exploration, Inc.

     Consulting   project   geologist  working  with  several  clients  on  gold
properties, and directing their respective programs. Have been directly Involved
in managing  precious  metal  exploration  and  acquisition  programs as well as
developing  budgets and cost  projections.  Developed  geologic  targets for the
clients,  and  directed  staff  drilling,  mining,  and sampling on a variety of
properties.  Have worked  extensively  in central and western  Nevada as well as
other parts of the western United States, Canada and northern Mexico.


                                                                    Exhibit 10.4

<PAGE>

April 1981 - January 1983    Nassau Limited

     Senior  Geologist  responsible for delineating  gold targets in the western
United States and  directing  the  development  of the  properties.  Involved in
initial geologic  evaluation,  budgets and engineering aspects of developing the
properties.  This includes site  preparation  and directing  drilling  programs.
Prepared detailed reports on the various projects.

July 1980 - March 1981   Seremin, Inc.

     Geologist   responsible  for  exploration  program  in  the  rugged  Calico
mountains of San Bernardino County, California.  After completion of mapping the
district,  managed a six month drilling program on properties for silver targets
similar to several silver deposits already known in the area.

May, 1979 - June 1980    Houston International Minerals, Inc.

     Worked  at  the  Borealis  mine   supervising  the  exploration  and  early
development  of the  mine.  Organized  a  detailed  drilling  program,  and  was
responsible  for  developing  ore  reserves at the mine.  Developed  groundwater
resources for the mine.  Coordinated  and allocated  heavy  equipment use at the
mine. Was involved in an extensive rock and soil geochemical  sampling  program.
Negotiated contracts with suppliers and contractors, as well as prepared project
budgets. The Borealis mine has currently produced over 600,000 ounces of gold.

Education:

         1975 - 1976 Hastings College; Hastings, Nebraska
         1976 - 1979 University of Nebraska; Lincoln, Nebraska
              Degree:
                    Bachelor of Science in Geology
              Expenses:
                    Earned approximately 50%

      Have  strong  background  in  geochemistry,   remote  sensing,   hydrology
geophysics,  in addition to background in business and economics.  Have a GPA of
3.6.

        Affiliations:   Member, Society of Mining Engineers, A.I.M.E. Member,
                        Society of Economic Geologists

        Personal Data:  Height: 5" 10"                 Weight: 185 lbs.
                        Family: wife, 4 children       Health: Good
                        Birthdate: March 21, 1957


<PAGE>


                           ALLIANCE APPRAISAL COMPANY
                          CALIFORNIA TRIANGLE BUILDING
                        5201 CALIFORNIA AVENUE, SUITE 320
                          BAKERSFIELD, CALIFORNIA 93309
                                 (800) 658-6951


THARRELL D. MING, PRESIDENT                                  J.H. MACNAIR
  ARA, SRA                                                     MAI, SRPA, ARA
CHERYL A. LOVAN                                              L.E. RICHARD, ARA
MICHAEL WILDHALM                                             ROBERT HUGIE


                                  May 16, 1994


Mr. Bill Ashton
Touchstone Promotions
11230 - 100 Avenue
Edmonton, Alberta, Canada TSK 0119

Dear Mr. Ashton:

In  response  to your  request,  I have  inspected  165.28  acres  of gold  mine
properties  identified  as Evening  Star Mine Nos. 1 through 8,  located in Kern
County,  hereinafter  described,  for the  purpose of  providing  an estimate of
market value, as of April 20, 1994.

Market  value as herein used is defined as the most  probable  price in terms of
money which the property should bring in a competitive and open market under all
conditions  requisite to a fair sale, buyer and seller each acting prudently and
knowledgeably, and assuming the price is not affected by undue stimulus.

As a result of the investigation,  it is my opinion that the market value of the
subject  property,  assuming a  marketing  period of two years,  as of April 20,
1994,  is the sum of  FIFTY-SIX  MILLION  THREE  HUNDRED  EIGHTY-THREE  THOUSAND
DOLLARS ($56,383,000),  subject to construction of improvements in a workmanlike
manner and operation of the Mining Plan as proposed.

Your attention is invited to the attached  appraisal report and addenda material
from which, in part, the above valuations were derived.

                                 Very truly yours,

                                 ALLIANCE APPRAISAL COMPANY

                                 /s/ J.H. Macnair
                                 J.H. Macnair, MAI



Attachments

                    P.0. BOX 632, BAKERSFIELD, CA 93302-0632
                    PHONE (805) 325-8655, FAX (805) 325-1357

                                                                    Exhibit 10.4

<PAGE>
  
                                   (Specimen)


                             ATLANTIC PACIFIC TRUST
                            9% INVESTMENT CERTIFICATE

DATE ISSUED                                                  MATURITY DATE

xxxxxxxxxxxx                                                 xxxxxxxxxxxx

CERTIFICATE OWNER                                            REGISTRATION
                                                                NUMBER
    BEARER

PRINCIPAL AMOUNT: _________________________________________D-MARK

Atlantic  Pacific Trust (THE "ISSUER"),  a trust duly existing under the laws of
the State of  Nevada,  United  States of  America,  for value  received,  hereby
promises to pay the bearer (the "BEARER") of this investment  Certificate  ("the
CERTIFICATE"),  (BEARER  shall  mean  the  holder  of this  Certificate)  on the
Maturity Date specified  above,  the Principal  Amount specified above plus nine
percent (9%) interest per year on said Principal  Amount until the Maturity Date
specified above.  Upon maturity of this  Certificate,  the Principal Amount plus
any interest shall be due and payable to BEARER,  and upon  presentation of this
Certificate  to  ISSUER,  payment  to  BEARER  shall  be made and  ISSUER  shall
immediately  issue to BEARER  certified funds in lawful money of the Republic of
Germany equal to the Principal Amount plus any interest due, or immediately wire
transfer said funds to an account designated by BEARER.

REFERENCE  IS HEREBY  MADE TO THE  FURTHER-PROVISIONS  SET FORTH ON THE  REVERSE
HEREOF,  WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
IF SET FORTH HERE.

It is hereby  certified that all of the things,  conditions and acts required to
exist,  to have  happened  or to have  been  performed  precedent  to and in the
issuance of this  Certificate do exist,  have happened or have been performed in
due and regular time, form and manner as required by the laws of the Republic of
Germany.

This  certificate  shall not be entitled to any benefit  under the  indenture or
become valid or obligatory for any purpose until the  "Trustee's  Certificate of
Authentication"  hereon  endorsed shall have been manually signed by the Trustee
of Atlantic Trust and that good funds have been received by ISSUER.

IN WITNESS  WHEREOF,  Atlantic  Pacific Trust has caused this  Certificate to be
executed by its Trustee and its seal to be manually produced hereon and attested
to by the signatures of its trustees.

TRUSTEE'S CERTIFICATE                                   TRUSTEE'S CERTIFICATE
OF AUTHENTICATION                                           OF AUTHENTICATION


Attest: Atlantic Pacific Trust                    Attest: Atlantic Pacific Trust
Dated:            as Trustee                      Dated:              as Trustee

By:                                               By:
     AUTHORIZED SIGNATORY                         AUTHORIZED SIGNATORY

                                                                    Exhibit 10.4
<PAGE>

                                    (Reverse)
                             ATLANTIC PACIFIC TRUST
                            9% INVESTMENT CERTIFICATE

     This  Certificate is based on a duly authorized  issue of Atlantic  Pacific
Trust Industry Revenue Bonds, (the "BONDS") of an aggregate  principal amount of
Thirty-One Million Two-Hundred Fifty Thousand U.S. Dollars ($31,250,000), all of
like tenor and date  (except for such  variation,  if any, as may be required to
designate  varying  certificate  numbers,   registration  numbers,   maturities,
discount  rates  or  redemption  provisions)  and  all  issued  pursuant  to the
provisions  of a Trust  Resolution  dated October 20, 1995,  and the  INVESTMENT
CERTIFICATE's  and BONDS are issued and are  subject  to all  provisions  of the
Private Placement Memorandum.
     References are hereby made to the Trust  Resolution  and Private  Placement
Memorandum  (copies of which are on file with  Senator  Securities  Corporation,
Dusseldorf, Germany).
     The BONDS  have been  issued by ISSUER to  provide  funds to be used by the
Trust in connection  with  exploration,  development  and production of precious
metals from  properties  owned or controlled  by Atlantic  Pacific  Trust,  (the
"ISSUER")  for other  business  See  ventures  and for the  funding of a reserve
account, as well as payment of the costs of issuing the BONDS and the INVESTMENT
CERTIFICATE.
     Notice of redemption  must be mailed by the holder of this  Certificate not
less than thirty  (30) days nor more than sixty (60) days prior to the  Maturity
Date,  but neither  failure to mail or receive such notice nor any defect in the
notice so mailed shall affect the sufficiency of the proceedings for redemption.
     The BONDS are issuable only as fully registered Bonds,  without coupons, in
denominations  of $12,500 U.S.  Dollars and shall not be issued in any multiples
thereof.
     This Certificate is issuable at a minimum of 5,000 DM, and may be increased
by denominations of 1,000 DM.
     The ISSUER may treat the holder of this  Certificate  as the absolute owner
hereof for all  purposes  and the ISSUER  shall not be affected by any notice to
the contrary.

                                  LEGAL OPINION

     I hereby  certify that the  following is a correct copy of the signed legal
opinion of Benjamin  C. Rice,  Attorney at Law,  addressed  to Atlantic  Pacific
Trust and on file in the office of the Trust.

                                                          Attest
                                                 /s/ Steven B. Mortensen
                                                          Trustee

                                                                    Exhibit 10.4

<PAGE>

                                (Reverse Cont'd)

                                Benjamin C. Rice
                                 Attorney at Law
                                   Law Office
                           2645 N. Cole Road - Suite D


                     Re: $31,250,000 Atlantic Pacific Trust
                             Industrial Revenue Bond

     I have acted as bond counsel to the Trust in  connection  with the issuance
by the Trust of $31,250,000  aggregate  principal  amount  pursuant to the Trust
resolution  dated October 20, 1995. I have  examined the law and such  certified
proceedings and other certificates necessary to render this opinion.
     As to  questions  of  fact  material  to my  opinion,  I have  relied  upon
representation  of the Trust  contained  in the  Trust  Resolution  and  Private
Placement Memorandum furnished to me without undertaking to verify such facts by
independent investigation.  Based upon the foregoing, I am of the opinion, under
existing law, as follows:
     1. The Trust (ISSUER) is duly created and validly existing as a trust under
the Laws of the State of Nevada, United States of America, with Trustee's having
full  powers to enter into the  indenture,  perform the  agreements  on its part
contained therein and issue the BONDS.
     2. The  indenture  has been duly  approved by the Trust and  constitutes  a
valid and binding obligation of the Trust enforceable upon the Trust.
     3.  Pursuant to the Law, the  indenture  creates a valid lien on the assets
pledged by the Trust for the  security of the Bonds on a parity with other bonds
issued or to be issued by the Trust,  subject to no prior lien granted under the
law.
     4. The  BONDS  have  been  duly  authorized  by the Trust and are valid and
binding special obligations of the trust, payable from stated assets.
     5.  Capital  gains on the  BONDS may be  taxable  by  various  governmental
agencies.  It is the  responsibility  of the bond holder to determine his or her
individual tax liabilities.
     The rights of the owners of the Bonds and the  enforceability  of the Bonds
and the  indenture  may be subject to  bankruptcy,  insolvency,  reorganization,
moratorium  and other similar laws  affecting  creditors'  rights  heretofore or
hereafter enacted and may also be subject to the exercise of judicial discretion
in appropriate cases.

Respectfully submitted,



 
/s/ Benjamin C. Rice,
Attorney at Law


                                                                    Exhibit 10.4
<PAGE>
                                   (Specimen)


                                 NON-NEGOTIABLE

                REGISTRATION NUMBER ATLANTIC PACIFIC TRUST NUMBER
                            INDUSTRIAL REVENUE BOND

Registration Number                                              Number

 DATE ISSUED:                                                 MATURITY DATE:
XXXXXXXXXXXXX                                               XXXXXXXXXXXXXXXXX

Atlantic  Pacific Trust (the "ISSUER"),  a trust duly existing under the laws of
the State of  Nevada,  United  States of  America,  for value  received,  hereby
promises to pay to the bearer of this Bond (the  "BEARER"),  (BEARER  shall mean
the holder of this BOND  instrument) on the Maturity Date specified  above,  the
Principal Amount specified above in lawful money of the United States of America
or  if  BEARER  so  chooses,   BEARER  shall  receive   instead,   One  Kilo  of
Internationally Hallmarked 9999 Fine Gold Bullion. This Bond is a single premium
Bond and shall not bear interest at any time. Upon  presentation of this Bond to
ISSUER,  BEARER shall immediately elect to receive from ISSUER either;  a.) cash
in the Principal  Amount as specified  above, or, b.) One Kilo of 9999 Fine Gold
Bullion  (32.15 Troy Ounces).  Upon  presentation  and the election of BEARER to
receive cash in the Principal  Amount,  Issuer shall immediately issue to BEARER
certified funds or immediately  wire transfer funds to an account  designated by
BEARER,  however, if BEARER elects payment in gold then ISSUER shall immediately
deliver to BEARER One Kilo of 9999 Fine Gold  Bullion.  Purchaser is buying this
Bond for his own account.

REVERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE SIDE
HEREOF,  WHICH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES,  HAVE THE SAME EFFECT
AS IF SET FORTH HERE.

It is hereby  Certified that all of the things,  conditions and acts required to
exist,  to have  happened  or to have  been  performed  precedent  to and in the
issuance of this Bond to exist have  happened or have been  performed in due and
regular time, form and manner as required by the laws of Germany,  and is not in
excess of the amount of Bonds  permitted to be issued under the indenture.  This
Bond shall not be entitled to any benefit under the indenture or become valid or
obligatory for any purpose until the "Trustee's  Certificate of  Authentication"
hereon  endorsed  shall have been  manually  signed by the  Trustees of Atlantic
Pacific Trust and that good funds have been received by ISSUER.

IN WITNESS  WHEREOF,  Atlantic Pacific Trust has caused this Bond to be executed
by its Trustees and its seal to be manually  produced  hereon and attested to by
the signatures of its Trustees.


                                                                    Exhibit 10.4

<PAGE>

TRUSTEE'S CERTIFICATE OF                    TRUSTEE'S CERTIFICATE OF    
AUTHENTICATION                              AUTHENTICATION     


Dated:          Attest: Atlantic            Dated:          Attest: Atlantic
                Pacific Trust                               Pacific Trust   
                as Trustee                                  as Trustee  


By:                                         By:              
      AUTHORIZED SIGNATORY                        AUTHORIZED SIGNATORY         

                                 (Seal)


                                                                    Exhibit 10.4

<PAGE>

                                   (Reverse)
        
                             ATLANTIC PACIFIC TRUST
                             INDUSTRIAL REVENUE BOND

     This Bond is one of a duly  authorized  issue of bonds of Atlantic  Pacific
Trust  designated  "Atlantic  Pacific  Trust,  Industrial  Revenue  Bond",  (the
"BONDS") of an aggregate  principal  amount of  Thirty-One  Million  Two-Hundred
Fifty Thousand U.S.  Dollars  ($31,250,000),  all of like tenor and date (except
for such variation,  if any, as may be required to designate varying certificate
numbers,   registration  numbers,  maturities,   discount  rates  of  redemption
provisions)  and all issued  pursuant to the  provisions  of a Trust  Resolution
dated  October  20,  1995,  and the  BONDS are  issued  and are  subject  to all
provisions of the Private Placement Memorandum.
     References are hereby made to the Trust  Resolution  and Private  Placement
Memorandum  (copies of which are on file with  Senator  Securities  Corporation,
Dusseldorf, Germany).
     The BONDS  have been  issued by ISSUER to  provide  funds to be used by the
Trust in connection  with  exploration,  development  and production of precious
metals from  properties  owned or controlled  by Atlantic  Pacific  Trust,  (the
"ISSUER") for other business  ventures and for the funding of a reserve account,
as well as payment of the costs of issuing the BONDS.
     Notice of  redemption  must be mailed by the Bond holder to ISSUER not less
than  thirty  (30) days nor more than sixty  (60) days  prior to the  redemption
date,  but neither  failure to mail or receive such notice nor any defect in the
notice so mailed shall affect the sufficiency of the proceedings for redemption.
     The BONDS are issuable only as fully registered  Bonds without coupons,  in
denominations  of $12,500 U.S.  Dollars and shall not be issued in any multiples
thereof.
     The ISSUER and  Trustee's may treat the holder of this Bond as the absolute
owner hereof for all purposes and the ISSUER shall not be affected by any notice
to the contrary.

                                  LEGAL OPINION

     I hereby  certify that the  following is a correct copy of the signed legal
opinion of Benjamin  C. Rice,  Attorney at Law,  addressed  to Atlantic  Pacific
Trust and on file in the office of the Trust.

                                                          Attest
                                                 /s/ Steven B. Mortensen
                                                          Trustee

                                Benjamin C. Rice
                                 Attorney at Law
                                   Law Office
                           2645 N. Cole Road - Suite D

                     Re: $31,250,000 Atlantic Pacific Trust

                             Industrial Revenue Bond

     I have acted as bond counsel to the Trust in  connection  with the issuance
by the Trust of $31,250,000  aggregate  principal  amount  pursuant to the Trust
resolution  dated October 20, 1995. I have  examined the law and such  certified
proceedings and other certificates necessary to render this opinion.


                                                                    Exhibit 10.4
<PAGE>

     As to  questions  of  fact  material  to my  opinion,  I have  relied  upon
representation  of the Trust  contained  in the  Trust  Resolution  and  Private
Placement Memorandum furnished to me without undertaking to verify such facts by
independent investigation.  Based upon the foregoing, I am of the opinion, under
existing law, as follows:
     1. The Trust (ISSUER) is duly created and validly existing as a trust under
the Laws of the State of Nevada, United States of America, with Trustee's having
full  powers to enter into the  indenture,  perform the  agreements  on its part
contained therein and issue the BONDS.
     2. The  indenture  has been duly  approved by the Trust and  constitutes  a
valid and binding obligation of the Trust enforceable upon the Trust.
     3.  Pursuant to the Law, the  indenture  creates a valid lien on the assets
pledged by the Trust for the  security of the Bonds on a parity with other bonds
issued or to be issued by the Trust,  subject to no prior lien granted under the
law.
     4. The  BONDS  have  been  duly  authorized  by the Trust and are valid and
binding special obligations of the trust, payable from stated assets.
     5. Capital gains on the BONDS may be taxable by various
governmental agencies. It is the responsibility of the bond
holder to determine his or her individual tax liabilities.
     The rights of the owners of the Bonds and the  enforceability  of the Bonds
and the  indenture  may be subject to  bankruptcy,  insolvency,  reorganization,
moratorium  and other similar laws  affecting  creditors'  rights  heretofore or
hereafter enacted and may also be subject to the exercise of judicial discretion
in appropriate cases.

Respectfully submitted,


/s/ Benjamin C. Rice,
Attorney at Law


                                                                    Exhibit 10.4