Exhibit 10.1








                             BIG BEAR MINING CLAIMS

                             JOINT VENTURE AGREEMENT

                                     BETWEEN

                               SIGA RESOURCES INC.

                                       AND

                       BENTLEY FAIRVIEW RESOURCES CO. LTD.

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                             JOINT VENTURE AGREEMENT

THIS AGREEMENT is dated for reference and is effective July 18, 2011.

BETWEEN:

                               SIGA RESOURCES INC.

                                                                        ("Siga")

AND:

                       BENTLEY FAIRVIEW RESOURCES CO. LTD.

                                                                     ("Bentley")

                                                    (Collectively the "Parties")

WHEREAS:

     A.   Siga is the purchaser of a certain  mining  concession  called the Big
          Bear Mining Claims located in San Bernardino  County,  California (the
          "Property")  pursuant to a Letter  Agreement  between Siga and Montana
          Mining  Corporation dated June 15, 2011, and amended July 7, 2011 (the
          "Acquisition Agreement"), a copy of which is attached as Schedule "A";

     B.   The Parties  have agreed to form a joint  venture  called the BIG BEAR
          JOINT VENTURE (the "Joint  Venture") with respect to the  exploitation
          of interest in the Property; and

     C.   The Parties now wish to form this Joint  Venture to finance,  explore,
          develop, and bring into commercial production, the Property.

NOW THEREFORE in consideration of the covenants and agreements contained herein,
Siga and Bentley agree as follows:

1 EXHIBITS

The following are the Exhibits to this Agreement, and are incorporated into this
Agreement by reference:

    Exhibit A   Acquisition Agreement and Property Description
    Exhibit B   Accounting Procedure

2. REPRESENTATIONS AND WARRANTIES

2.1 MUTUAL REPRESENTATIONS AND WARRANTIES OF PARTICIPANTS

Each of the Participants represents and warrants to each other that:

     (a)  it has the  capacity  and  authority  to enter into and  perform  this
          Agreement and all transactions  (other than present general  financial
          capacity  for  the  Property   Development   which  will  require  the
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          Participants to engage future debt or equity  financing)  contemplated
          under  this  Agreement  and that all  necessary  corporate  and  other
          actions  required  to  authorize  it to enter  into and  perform  this
          Agreement have been properly taken;

     (b)  it is unaware of any material  facts or  circumstances  which have not
          been  disclosed  in this  Agreement,  which should be disclosed to the
          other  Participant  in order to prevent  the  representations  in this
          Section 2 from being materially misleading;

     (c)  it will not breach its existing  documents  or any other  agreement or
          arrangement by entering into or performing this Agreement;

     (d)  this Agreement has been duly executed and delivered by it and is valid
          and binding upon it in accordance with its terms; and

     (e)  the parties will duly, in good faith, and with reasonable best efforts
          punctually  comply with the terms of this Agreement in accordance with
          the terms and spirit of this Agreement.

3. THE JOINT VENTURE

3.1 GENERAL TERMS

Siga and Bentley  hereby enter into this  Agreement  for the purposes  stated in
this  Agreement,  and  they  agree  that  all of  their  rights  and  all of the
Operations  on or in  connection  with  the  Property  shall be  subject  to and
governed by this Agreement.

3.2 NAME

The name of this  Joint  Venture  shall be the "Big  Bear  Joint  Venture".  The
Operator shall accomplish any registration required by applicable legislation in
the name of the Joint Venture.

3.3 TITLE

Except  as  otherwise  provided  herein  or by the  Participants,  title  to the
Property  shall  be held in the  name of the  Operator  for the  parties  hereto
according to their Participating  Interests or in such commonly held corporation
or other  entity as the  Management  Committee  may  recommend  and the  parties
accept.

3.4 PURPOSES

This Agreement is entered into for the following purposes and for no others, and
shall serve as the exclusive means by which the Participants, or either of them,
shall accomplish such purposes:

     (a)  to conduct Exploration on the Property;

     (b)  to evaluate the possible Development of the Property;

     (c)  to engage in Development of the Property;
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     (d)  to carry on the Operating Mine;

     (e)  to engage in Property financing;

     (f)  to engage in marketing Products; and

     (g)  to perform any other activity necessary, appropriate, or incidental to
          any of the foregoing.

3.5 LIMITATION

Unless the  Participants  otherwise  agree in writing,  the Operations  shall be
limited  to the  purposes  described  in  Subsection  3.4,  and  nothing in this
Agreement shall be construed to enlarge or expand such purposes.

3.6 DISTRIBUTION OF NET PROFIT

To the extent  permitted  by law,  the Net Profit of the Joint  Venture from the
sale of Assets  and/or  Products (for the purposes of this section not including
taking in kind, as provided for in Part 14) available  for  distribution,  after
making such  provisions for any Program or Budget as are required in the opinion
(expressed by  resolution)  of the  Management  Committee,  will be  distributed
quarterly  within 60 days of the end of each calendar  quarter unless  otherwise
agreed to in writing by the Participants.

3.7 TAKING IN KIND

Unless otherwise  agreed by the  Participants,  each Participant  shall take its
Proportionate  Share of Product in kind in accordance  with the  provisions  set
forth elsewhere in this  Agreement,  subject to the most favorable tax situation
available to Siga.

3.8 LOSS OF TITLE

Any  failure  or loss of title to the Assets or the  Property,  and all costs of
recovering  or  defending  title,  shall be charged to the Joint  Account but if
caused or allowed  to occur by  negligence  by a party then such costs  shall be
paid by such party or otherwise recovered from such party.

3.9 EFFECTIVE DATE AND TERM

The effective  date of the Joint  Venture  shall be the date of this  Agreement.
This Agreement shall continue from the effective date for so long as two or more
parties to this Agreement hold a Participating Interest.

4. RELATIONSHIP OF THE PARTICIPANTS

4.1 NO PARTNERSHIP

Nothing contained in this Agreement shall be deemed to render either Participant
the partner of the other, nor, except as otherwise herein expressly provided, to
render either Participant the agent or legal representative of the other, nor to
create any fiduciary  relationship  between them. It is not the intention of the
Participants  to create,  nor shall this  Agreement be construed to create,  any
mining,  commercial or other  partnership.  Neither  Participant  shall have any
authority to act for or to assume any obligation or  responsibility on behalf of
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the other  Participant,  except as  otherwise  expressly  provided  herein.  The
rights, duties, obligations and liabilities of the Participants shall be several
and not joint or collective.  Each Participant shall be responsible only for its
obligations  as herein  set out and  shall be  liable  only for its share of the
costs and  expenses  as  provided  herein,  it being  the  express  purpose  and
intention of the  Participants  that their  ownership of Assets and the Property
and  the  rights  acquired  hereunder  shall  be  as  tenants  in  common.  Each
Participant shall indemnify, defend and hold harmless the other Participant, its
directors,  officers,  employees,  agents and attorneys from and against any and
all  losses,  claims,  damages  and  liabilities  arising  out of any act or any
assumption  of  liability  by  the  indemnifying  Participant,  or  any  of  its
directors,  officers,  employees,  agents and attorneys done or  undertaken,  or
apparently  done or  undertaken,  on  behalf of the  other  Participant,  except
pursuant to the authority  expressly  granted  herein or as otherwise  agreed in
writing between the Participants.

4.2 OTHER BUSINESS OPPORTUNITIES

Except as expressly provided in this Agreement,  each Participant shall have the
right  independently  to engage  in and  receive  full  benefits  from  business
activities,  whether or not competitive with the Operations,  without consulting
the other.  The doctrines of "corporate  opportunity" or "business  opportunity"
shall not be applied to any other  activity,  joint  venture,  or  operation  of
either  Participant,  and neither  Participant  shall have any obligation to the
other with respect to any  opportunity to acquire any property  outside the Area
of Interest at any time, or within the Area of Interest after the termination of
this Agreement. Unless otherwise agreed to in writing, no Participant shall have
any obligation to mill, beneficiate or otherwise treat any Products or any other
Participant's  share of Products in any  facility  owned or  controlled  by such
Participant.

4.3 WAIVER OF RIGHT TO PARTITION

The Participants hereby waive and release all rights of partition, or of sale in
lieu thereof;  or other  division of Assets or the Property,  including any such
rights provided by statute.

4.4 TRANSFER OR TERMINATION OF RIGHTS TO THE PROPERTY

Except as  otherwise  provided  in this  Agreement,  neither  Participant  shall
Transfer  all or any part of its  interest in the Assets,  the  Property or this
Agreement.

4.5 IMPLIED COVENANTS

There are no implied  covenants  contained in this Agreement other than those of
good faith and fair dealing.

5. CONTRIBUTIONS BY PARTICIPANTS

5.1 PARTICIPANTS' INITIAL CONTRIBUTION

At the time of this  Agreement,  Each  Participant  is  deemed  to have made the
following Initial Contribution to the Joint Venture:

     (a)  Bentley:  Payment of  $200,000  for the  initial  work  program on the
          Property payable as follows:
          a.   $100,000 by August 2, 2011; and
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          b.   $100,000 by September 16, 2011.
          c.   $9,800,000 for the cost of putting the Property into  production.
               Payable  according  to cash call by  operator  under an  approved
               budget, estimated to occur over the first two years of operation.

     (b)  These three payments shall together constitute 100% of Bentley's total
          required contribution to the Joint Venture; and
     (d)  Siga:  Deemed  payment of  $11,000,000  in common shares of Siga stock
          (reflecting its initial  contribution).  This payment shall constitute
          100% of Siga's total required contribution to the Joint Venture.

5.2 ADDITIONAL CASH CONTRIBUTIONS

Upon  completion  of the  Initial  Contributions,  the  parties  shall  each  be
responsible for 50% of the cash contributions of the Joint Venture.

5.3 PRIORITY OF THIRD PARTY FUNDING

The parties  agree that  wherever  feasible,  priority  will be given to funding
Operations by negotiated joint ventures with third parties,  in particular major
mining  companies,  or  debt,  or  other  appropriate  mechanisms  which  may be
recommended  by  investment  counsel.  All  parties  shall  be  involved  in any
negotiations and shall adopt reasonable positions in good faith.

5.4 THIRD PARTY CONTRACTS

The parties agree that third party  contracts,  whether entered into with majors
or otherwise,  shall not alter,  or be deemed to alter,  the parties' rights and
interests herein as between the parties hereto unless such shall be specifically
provided in such third party  agreement or would be an  unavoidable  implication
thereof and would occur if the event occurred under this Agreement (for example,
a dilution  provision of a third party agreement would operate to dilute a party
to this Agreement but would not extinguish  any carried  interests  provided for
hereunder,  as between the  parties  hereto,  unless the third  party  agreement
specifically  stated that it supersedes  such provision of this  Agreement).  If
additional  rights or property are acquired or made available  under third party
agreements  then  such  rights  and  property  shall  accrue to the  parties  in
accordance with their rights and interests, as they may be from time to time, of
this Agreement  (for example,  if a property is available to the parties under a
third  party  agreement,  then the parties  shall have the right to  participate
therein in accordance with their Participating  Interest herein, as adjusted for
the third party interest under the third party agreement).

6. INTERESTS OF PARTICIPANTS

6.1 PARTICIPATING INTEREST

Per section 5.2 above,  the  Participating  Interests of the Participants in the
Joint Venture is as follows:

     (a)  Bentley as to 50% Participating Interest; and
     (b)  Siga as to 50% Participating Interest.

6.2 Not applicable
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6.3 Not Applicable

6.4 Not Applicable

6.5 DEFAULT IN MAKING COMMITTED CONTRIBUTIONS

If Bentley,  having  committed to making a contribution  to a Program or Budget,
defaults in making a contribution or cash call or paying an invoiced amount (the
Defaulted  Contribution")  required by an  approved  Program and Budget to which
Bentley had  committed  to  contribute  its  Proportionate  Share,  or some part
thereof, Siga may elect, within thirty days of notice of the default, one of the
following:

     (a)  to  pay  the   Defaulted   Contribution   and  treat   the   Defaulted
          Contribution,  together  with  any  accrued  interest  calculated  and
          compounded on a quarterly basis from advance, as a demand loan bearing
          interest  at a rate of 10% per annum.  The  failure to repay said loan
          upon demand  shall be a default of the deemed loan and Siga may effect
          execution proceedings and take all steps it deems advisable to recover
          the  loan  and  interest,  including  auctioning  Bentley's  Interest.
          Bentley  hereby grants to Siga a lien upon and a security  interest in
          its  Participating  Interest in the Assets and the  Property,  and the
          Products and Net Profit therefrom,  to secure any loan made hereunder,
          including  interest  thereon,  reasonable  legal  fees  and all  other
          reasonable  costs and expenses  incurred in  recovering  the loan with
          interest and in enforcing such lien or security interest, or both; or

     (b)  to have Bentley's  Participating  Interest in the Property (and in the
          Operator) reduced.

Each Participant hereby irrevocably  appoints the other its  attorney-in-fact to
execute,  file and record all instruments necessary to perfect or effectuate the
provisions hereof.

6.6 REASONABLE TIME FOR FINANCING

The parties agree that the payments due in August 2011 shall be made as provided
in  section  5.1 A. AND B. An  extension  of up to 15 days  shall be  granted to
Bentley  to meet its  funding  timelines  for the  payments  due by cash call in
Section  5.1 c., if  Bentley  has shown a  reasonable  plan to meet the  funding
requirement within this extended 15 day timeline.

6.7 CONTINUING LIABILITIES UPON ADJUSTMENTS OF PARTICIPATING INTERESTS

Any  reduction of Bentley's  Participating  Interest in the Joint  Venture under
this Section 6 shall not relieve Bentley of its share of any liability,  whether
it accrues before or after such reduction,  arising out of Operations  conducted
prior to such reduction. For purposes of this Section 6, Bentley's share of such
liability  shall  be  equal  to its  Participating  Interest  at the  time  such
liability was incurred. The increased Participating Interest accruing to Siga as
a result of the reduction of Bentley's  Participating  Interest shall be free of
royalties,  liens or other  encumbrances,  other than those existing at the time
the Property was  acquired,  those to which both  Participants  have given their
written  consent,  or the Net  Profits  Interest  of Siga.  An  adjustment  to a
Participating  Interest need not be evidenced  during the term of this Agreement
by  the   execution  and  recording  of   appropriate   instruments,   but  each
Participant's  Participating  Interest  shall  be  shown  in  the  books  of the
Operator. However, either Participant, at any time upon the request of the other
Participant,  shall execute and  acknowledge  instruments  necessary to evidence
such adjustment in form sufficient for recording in the  jurisdiction  where the
Property is located.
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7. MANAGEMENT COMMITTEE

7.1 ORGANIZATION AND COMPOSITION

The Participants  hereby establish a Management  Committee to determine  overall
policies,  objectives,  procedures, methods and actions under this Agreement and
to  supervise  Operations  and approve  Budgets  and  Programs.  The  Management
Committee  shall  consist  of two  members  appointed  by Siga  and two  members
appointed by Bentley. Each Participant may appoint one or more alternates to act
in the absence of a regular  member.  Any  alternate so acting shall be deemed a
member.   Appointments  shall  be  made  or  changed  by  notice  to  the  other
Participant.

7.2 DECISIONS

Each  Participant,  acting through its appointed  member(s) shall have one equal
vote on the Management Committee for each appointed member.

7.3 MEETINGS

The  Management  Committee  shall hold regular  meetings at least  annually at a
mutually  agreed  place.   The  Operator  shall  give  15  days  notice  to  the
Participants of such regular meetings. Additionally, either Participant may call
a  special  meeting  upon  30  days'  notice  to  the  Operator  and  the  other
Participant. In case of emergency,  reasonable notice of a special meeting shall
suffice.  There  shall be a quorum  of at least  one  member  representing  each
Participant  present. In the event that a quorum is not present then the meeting
may be adjourned to the fifth  business day, with notice to the absent  members,
and the members present at an adjourned  meeting shall constitute a quorum which
shall only have the power to deal with the matters of the agenda  circulated for
the adjourned meeting. Each notice of a meeting shall include an itemized agenda
prepared by the Operator in the case of a regular meeting, or by the Participant
calling  the  meeting in the case of a special  meeting,  but any matters may be
considered with the consent of the Participants.  The Management Committee shall
establish  its own  procedural  rules,  which  shall be modeled  upon  corporate
precedent.  The  Operator  shall  prepare  minutes  of all  meetings  and  shall
distribute  copies of such minutes to the Participants  within 15 days after the
meeting.  The minutes,  when signed by the members of the meeting,  shall be the
official  record of the decisions made by the Management  Committee and shall be
binding on the Operator and the  Participants,  except as otherwise  provided in
this Agreement or where inconsistent with this Agreement.  If personnel employed
in operations are required to attend a Management Committee meeting,  reasonable
costs incurred in connection with such attendance shall be a Joint Venture cost.
All other costs shall be paid by the Participants individually.

7.4 ACTION WITHOUT MEETING

In lieu of meetings, the Management Committee may hold telephone conferences, so
long as all decisions are immediately confirmed in writing by the Participants.

7.5 PROCEDURE FOR DEADLOCK

In the event of a dead-lock of the Management  Committee respecting the approval
of  or  operation  of  Programs,  Feasibility  Reports,  Operating  plans,  mine
maintenance  plans,  mine closure  plans,  or any other matters  respecting  the
exploration,   development,  operation,  maintenance,  production,  or  sale  of
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Products of or from the  Property,  then the matter in dispute shall be referred
to a recognized engineering or geological consultant (the "CONSULTANT") selected
by the  Operator.  A  dead-lock  shall be  irrevocably  deemed to occur upon the
Management  Committee  having failed to agree on a matter in two (2)  successive
meetings. Upon a dead-lock occurring:

     (a)  any party  (the  "SENDING  PARTY")  may  forthwith  give  notice  (the
          "NOTICE") in writing to the other  parties (the  "RECEIVING  PARTIES")
          declaring a dead-lock, specifying the issue (or issues) in contention;

     (b)  the Operator shall, within ten (10) days of receipt or issuance of the
          written notice,  select a Consultant to examine and give an opinion on
          the matter,  and thereupon  give written  notice to the parties naming
          the  Consultant  and giving the  Consultant's  estimate of the cost to
          have the Consultant determine the issue;

     (c)  within thirty (30) days (or such longer period as the  Consultant  may
          allow,  but it shall not be  required  to give any  extension)  of the
          written  notice of the  Operator  naming the  Consultant,  the parties
          shall submit to the Consultant  such materials as they deem advisable,
          in respect to the issue or issues, for consideration by the Consultant
          and, if a party fails to submit such  materials,  then the  Consultant
          shall conduct its inquiries from the submitted  materials of the other
          parties and from its own resources and researchers;

     (d)  the parties and the  Management  Committee  shall allow the Consultant
          complete  access to all  records  and files  regarding  the  Property,
          whether on the premises of the parties or the Management  Committee or
          elsewhere,  and the Consultant  shall have access to all other persons
          having knowledge of the Property and shall have complete access to the
          Property  and  shall  have the  right to  conduct  all such  tests and
          researches as it may determine including sampling, trenching, drilling
          or other activities as it may deem advisable;

     (e)  upon having  familiarized  itself with the  materials,  the Consultant
          shall hold a meeting  with the  parties to hear their  representations
          and to query the parties as to their  opinions  and to attempt to seek
          majority consensus of the parties with the Consultant's assistance;

     (f)  if the parties cannot reach majority  consensus,  the Consultant shall
          submit its  reports and  recommendations  to the parties in respect to
          the   issue  or  issues   submitted   to  it  and  such   report   and
          recommendations  shall be final and binding  upon the  parties  unless
          modified by majority vote of the parties; and

     (g)  the  cost of the  Consultant  shall  be a cost  charged  to the  Joint
          Venture Account.

7.6 MATTERS REQUIRING APPROVAL

Except as otherwise  delegated to the Operator in Subsection 8.2, the Management
Committee  shall have exclusive  authority to determine all  management  matters
related to this Agreement.

8. OPERATOR

8.1 APPOINTMENT

Siga Resources,  Inc. shall be the Operator,  under the primary  direction of Ed
Morrow,  until such time as it resigns or is  required to resign by the terms of
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this  Agreement.  The Joint Venture or its  successor  hereby agrees to serve as
such until it resigns or is deemed to resign as provided in Subsection 8.5 or it
is removed,  as provided in  Subsection  8.6. The Joint Venture or its successor
shall,  at all times,  appoint  an  individual  employed  on its staff as having
primary responsibility to direct the Joint Venture's activities as Operator. Any
proposed  change in the individual  appointed  under this Subsection 8.1 will be
communicated  by  notice  in  writing  to the  Participants  in  advance  of the
appointment.

8.2 POWERS AND DUTIES OF OPERATOR

Subject  to the terms and  provisions  of this  Agreement  and  subject  to such
variations as may be prescribed by the  Management  Committee from time to time,
the  Operator  shall  have the  following  powers  and  duties,  subject  to the
provision of adequate  funding,  which shall be discharged  in  accordance  with
adopted Programs and Budgets:

     (a)  The Operator shall manage, direct and control Operations;

     (b)  The  Operator   shall   implement  the  decisions  of  the  Management
          Committee,  shall make all expenditures necessary to carry out adopted
          Programs,  and shall promptly  advise the  Management  Committee if it
          lacks  sufficient funds to carry out its  responsibilities  under this
          Agreement;

     (c)  The Operator shall:

          (i)  purchase or otherwise acquire all material, supplies,  equipment,
               water,   utility  and   transportation   services   required  for
               Operations,  such  purchases and  acquisitions  to be made on the
               best  terms   available,   taking   into   account   all  of  the
               circumstances;

          (ii) obtain such customary  warranties and guarantees as are available
               in connection with such purchases and acquisitions; and

          (iii)keep the Assets and the Property  free and clear of all liens and
               encumbrances, except for those liens and encumbrances existing at
               the time of, or created  concurrent  with, the acquisition of the
               Assets,  or  mechanic's  or  material  men's liens which shall be
               released  or  discharged  in a  diligent  manner,  or  liens  and
               encumbrances specifically approved by the Management Committee.

          (iv) make or arrange for all  payments  required by leases,  licenses,
               permits, contracts and other agreements related to the Assets and
               the Property;

          (v)  pay all taxes, assessments and like charges on Operations, Assets
               and  the  Property  except  taxes  determined  or  measured  by a
               Participant's  sales revenue or net income.  If authorized by the
               Management  Committee,  the  Operator  shall  have  the  right to
               contest in the courts or otherwise, the validity or amount of any
               taxes,  assessments  or charges if the Operator  deems them to be
               unlawful,  unjust, inequitable or excessive, or to undertake such
               other steps or  proceedings  as the Operator may deem  reasonably
               necessary to secure a  cancellation,  reduction,  readjustment or
               equalization thereof before the Operator shall be required to pay
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               them, but in no event shall the Operator permit or allow title to
               the  Assets  or the  Property  to be  lost as the  result  of the
               nonpayment of any taxes, assessments or like charges;

          (vi) apply for all necessary permits, licenses and approvals;

          (vii)comply with  applicable  federal,  provincial  and local laws and
               regulations;

          (viii) notify promptly the Management  Committee of any allegations of
               violation of any license,  regulation,  agreement or other matter
               which  may  result  in a  dispute,  fine,  prosecution,  or other
               liability or investigation or proceeding ;

          (ix) prepare and file all reports or notices  required for Operations.
               The  Operator  shall  not be in  breach  of this  provision  if a
               violation  has  occurred  in spite of the  Operator's  good faith
               efforts to comply and the  Operator  has,  or has  attempted  to,
               timely cured or disposed of such violation  through  performance,
               or payment of fines and penalties; and

          (x)  shall do all other acts  reasonably  necessary  to  maintain  the
               Assets and the Property.

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

     (e)  The  Operator  shall  prosecute  and  defend,  but shall not  initiate
          without  consent  of  the  Management  Committee,  all  litigation  or
          administrative  proceedings arising out of Operations.  Any settlement
          involving payments, commitments or obligations in excess of $50,000 in
          cash  or  value  shall  be  subject  to the  advance  approval  of the
          non-managing Participant.

     (f)  The  Operator   shall  provide   insurance  for  the  benefit  of  the
          Participants as stipulated by the Management Committee.

     (g)  The Operator may dispose of Assets, whether by abandonment,  surrender
          or  Transfer  in the  ordinary  course of  business,  except  that the
          Property may be abandoned or  surrendered  only as provided in Section
          13. However,  without prior  authorization from the Participants,  the
          Operator shall not:

          (i)  dispose of Assets in any one transaction having a value in excess
               of $50,000;

          (ii) enter into any sales contracts or commitments for Product, except
               as permitted in Subsection 11.2;

          (iii) begin a liquidation of the Joint Venture; or

          (iv) dispose of all or a substantial  part of the Assets  necessary to
               achieve the purposes of the Joint Venture.
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                                       12


     (h)  The  Operator  shall have the right to carry out its  responsibilities
          hereunder  through agents,  Affiliates or independent  contractors or,
          with the written  consent of the  Participants,  to an unrelated third
          party.

     (i)  The Operator shall perform or cause to be performed during the term of
          this  Agreement all assessment and other work required by law in order
          to maintain in good standing the mining claims or concessions included
          within the  Property.  The Operator  shall not be liable on account of
          any  determination  by any court or governmental  agency that the work
          performed  by  Operator  does  not  constitute  the  required   annual
          assessment  work  or  occupancy  for the  purposes  of  preserving  or
          maintaining ownership of the claims, provided that the work done is in
          accordance with the adopted Program and Budget and such error does not
          occur due to negligence of reporting of the Operator to the Management
          Committee  or in the  carrying  out of the  Programs or  Budgets.  The
          Operator   shall   timely   record  and  file  with  the   appropriate
          governmental   agency,   records  in  proper  form  attesting  to  the
          performance of assessment work, and allocating  therein, to or for the
          benefit of each claim,  at least the minimum amount required by law to
          maintain such claim or site in good standing.

     (j)  If authorized by the Management Committee, the Operator may:

          (i)  locate, amend or relocate any mining claim or mill site or tunnel
               site;

          (ii) locate any fractions resulting from such amendment or relocation;

          (iii)apply for  patents  or mining  leases or other  forms of  mineral
               tenure for any such claims or sites;

          (iv) abandon any mining  claims for the purpose of locating mill sites
               or otherwise;

          (v)  abandon any mill sites for the purpose of locating  mining claims
               or otherwise;

          (vi) exchange  with or convey to the  government  of Canada any of the
               Property  for the  purpose  of  acquiring  rights  to the  ground
               covered thereby or other adjacent ground; and

          (vii)convert  any  claims  or mill  sites  into one or more  leases or
               other  forms of  mineral  tenure  pursuant  to any law  hereafter
               enacted.

     (k)  The  Operator  shall keep and maintain  all  required  accounting  and
          financial  records  pursuant  to  the  Accounting   Procedure  and  in
          accordance  with  customary  cost  accounting  practices in the mining
          industry.

     (l)  The  Operator  shall  keep the  Management  Committee  advised  of all
          Operations by submitting in writing to the Management Committee:

          (i)  monthly  summary  progress  reports  within  15 days of month end
               which  include  programs in  progress  and  completed  during the
<PAGE>
                                       13


               month, number of samples collected,  and estimated  statements of
               expenditures;

          (ii) immediately  provide  Participants  with  notice  of and  written
               details of all  material  changes,  as such would  reasonably  be
               defined pursuant to relevant securities laws;

          (iii)quarterly   progress   reports   which   include   statements  of
               expenditures  and  comparisons  of  such  expenditures  to be the
               adopted  Budget,  within  30  days  of the  end  of the  calendar
               quarter;

          (iv) copies of reports concerning Operations;

          (v)  a detailed  final report within 60 days after  completion of each
               Program and Budget,  and no less  frequently than one such report
               every twelve  months,  which shall  include  comparisons  between
               actual and  budgeted  expenditures  and  comparisons  between the
               objectives  and results of Programs,  together with the following
               information:

               (A)  introduction;

               (B)  project or property location and access;

               (C)  physiography, vegetation and climate;

               (D)  historical background and current exploration program;

               (E)  description  of  properties,  including  claims  with expiry
                    dates and assessment requirements;

               (F)  regional geology;

               (G)  property geology;

               (H)  mineralization;

               (I)  geochemistry -- rock and/or soil with interpretation;

               (J)  description of individual mineralized zones;

               (K)  geophysics;

               (L)  conclusions  on  exploration  potential  and  interpretative
                    models;

               (M)  maps of various scales, including location maps, claim maps,
                    geology maps,  geochemical  sample  location maps,  detailed
                    maps of  showings  with all  location  of  surface  samples,
                    trenches and drill holes;

               (N)  appendices  including a list of all samples,  description of
                    these  samples  and the assays and  analytical  results  (on
                    sheets as received from the lab); and
<PAGE>
                                       14


          (v)  such other reports as the  Management  Committee  may  reasonably
               request.

               At all reasonable times the Operator shall provide the Management
               Committee  or the  representative  of any  Participant,  upon the
               request of any member of the Management Committee, access to, and
               the right to inspect and copy all maps,  drill logs,  core tests,
               reports,   surveys,   assays,   analyses,   production   reports,
               operations,  technical,  accounting  and financial  records,  and
               other  information  acquired  in  operations.  In  addition,  the
               Operator  shall  allow  the  Non-Operating  Participant,  at  the
               latter's sole risk and expense,  and subject to reasonable safety
               regulations,  to inspect the Assets,  Operations and the Property
               at all reasonable  times,  so long as the inspecting  Participant
               does not unreasonably interfere with Operations.

     (m)  The Operator shall undertake all other activities reasonably necessary
          to fulfill the foregoing and as directed by the Management Committee.

The Operator  shall not be in default of any duty under this  Subsection  8.2 if
its failure to perform results from the failure of the Non-Operating Participant
to perform acts or to contribute amounts required of it by this Agreement.

8.3 STANDARD OF CARE

The Operator shall conduct all operations in a good,  workmanlike  and efficient
manner, in accordance with sound mining and other applicable  industry standards
and  practices,  and in  accordance  with the terms and  provisions  of  leases,
licenses,  permits,  contracts and other agreements pertaining to Assets and the
Property. The Operator shall not be liable to the Non-Operating  Participant for
any act or omission  resulting in damage or loss except to the extent  caused by
or attributable to the Operator's willful misconduct or gross negligence.

8.4 Not Applicable

8.5 Not Applicable

8.6 Not Applicable

8.7 Not Applicable

8.8 Not Applicable

8.9 PAYMENTS TO OPERATOR

The Operator shall be compensated  for its services and reimbursed for its costs
hereunder in accordance with the Accounting Procedure.

8.10 TRANSACTIONS WITH AFFILIATES

If the Operator engages Affiliates to provide services hereunder, it shall do so
on terms no less  favorable  than  would be the case with  unrelated  persons in
arm's length transactions.
<PAGE>
                                       15


8.11 ACTIVITIES DURING DEADLOCK

If the  Management  Committee for any reason fails to adopt a Program and Budget
as a consequence of a dead-lock,  subject to the contrary  direction by majority
of the Management  Committee and to the receipt of necessary finds, the Operator
shall  continue  Operations  at levels  necessary  to maintain  the Property and
Assets but shall not  commence or extend any  Programs  until the  dead-lock  is
resolved.  Financial  contributions  to  such  necessary  maintenance  shall  be
obligatory on all Participating Interests.

9. PROGRAMS AND BUDGETS

9.1 OPERATIONS PURSUANT TO PROGRAMS AND BUDGETS

Except as otherwise  provided herein,  Operations  shall be conducted,  expenses
shall be  incurred,  and Assets  shall be  acquired  only  pursuant  to approved
Programs and Budgets.

9.2 PRESENTATION OF PROGRAMS AND BUDGETS

Proposed Programs and Budgets for the Property shall be prepared by the Operator
for a period of one year, or any shorter period,  or a longer period if approved
by the Management  Committee.  Each adopted Program and Budget for the Property,
regardless  of length,  shall be  reviewed at least once a year or at the end of
the  Program,  whichever  is earlier,  at the annual  meeting of the  Management
Committee. During the period encompassed by any Program and Budget, and at least
three  months  prior to its  expiration,  a proposed  Program and Budget for the
succeeding  period  shall be  prepared  by the  Operator  and  submitted  to the
Participants.

9.3 REVIEW AND APPROVAL OF PROPOSED PROGRAMS AND BUDGETS

Within  30  days  after  submission  of a  proposed  Program  and  Budget,  each
Participant shall submit to the Management Committee:

     (a)  notice that the Participant  approves the proposed Program and Budget;
          or

     (b)  proposed modifications of the proposed Program and Budget; or

     (c)  notice that the Participant rejects the proposed Program and Budget.

If a  Participant  fails  to give  any of the  foregoing  responses  within  the
allotted  time the  Operator  shall give the party notice that reply is required
and if  response  is not  forthcoming  within 15 days of delivery of such second
notice the failure shall be deemed to be an approval by the  Participant  of the
Operator's proposed Program and Budget and if, upon another 15 days of notice by
the  Operator to such  Participant  that the  Program is  approved  and the said
Participant  must  respond that it will  consider  providing  its  Proportionate
Share,  such Participant does not respond then it will be deemed to have elected
not to participate. If a Participant makes a timely submission to the Management
Committee  pursuant to paragraph  9.3(b) or (c), then the  Management  Committee
shall seek, in a bona fide attempt,  to develop a Program and Budget  acceptable
to the  Participants  otherwise it shall  initiate the  provisions of subsection
7.5.
<PAGE>
                                       16


9.4 ELECTION TO PARTICIPATE

By notice to the Management  Committee  within the time provided by section 6.6,
after the final vote adopting a Program and Budget,  a Participant  may elect to
contribute to such Program and Budget in some lesser amount than its  respective
Participating Interest, or not at all, in which cases its Participating Interest
shall be  recalculated  as provided in Section 6. If a  Participant  fails to so
notify the Management Committee, the Participant shall be deemed to have elected
not to contribute  to such Program and Budget in  proportion  to its  respective
Participating  Interest as of the beginning of the period covered by the Program
and Budget.

9.5 DEADLOCK ON PROPOSED PROGRAMS AND BUDGETS

If the Participants,  acting through the Management Committee, fail to approve a
Program and Budget for the Property by the  beginning of the period to which the
proposed Program and Budget applies,  the provisions of Subsections 7.5 and 8.11
shall apply.

9.6 BUDGET OVERRUNS; PROGRAM CHANGES

The Operator shall immediately  notify the Management  Committee of any material
departure from an adopted  Program and Budget for the Property.  If the Operator
exceeds an adopted  Budget by more than 10%,  then the excess over 110%,  unless
directly  caused by an  emergency or  unexpected  expenditure  made  pursuant to
subsection 9.7 or unless otherwise authorized by the Management Committee, shall
be for the sole account of the Operator and such excess shall not be included in
the  calculations  of the  Participating  Interests  for  the  Property.  Budget
overruns of 110% or less shall be borne by the  Participants  in  proportion  to
their respective Participating Interests as of the time the overrun occurs.

9.7 EMERGENCY OR UNEXPECTED EXPENDITURES

In case of emergency or events outside the control of the Operator, the Operator
may take any  reasonable  action it deems  necessary  to protect  life,  limb or
property,  to  protect  the  Assets,  the  Property  or to  comply  with  law or
government  regulation.  The Operator may also make reasonable  expenditures for
unexpected  events  which are beyond  its  reasonable  control  and which do not
result from a breach by it of its standard of care.  The Operator shall promptly
notify the  Participants  of the  emergency or unexpected  expenditure,  and the
Operator  shall be reimbursed  for all resulting  costs by the  Participants  in
proportion to their respective Participating Interests at the time the emergency
or unexpected expenditures are incurred.
<PAGE>
                                       17


10. PRODUCTION NOTICE

10.1 PRODUCTION RECOMMENDATION

Within 60 days of the production of the Feasibility  Report,  the Operator shall
call a Management  Committee  meeting to consider the  Feasibility  Report.  The
Management  Committee shall consider such  Feasibility  Report prepared and may,
subject to the resolution of any outstanding  issues  contemplated in Section 10
herein,  approve the Feasibility Report, with such modifications,  if any, as it
considers  necessary or desirable.  Forthwith  after approval of the Feasibility
Report,  the  Management  Committee  shall cause the Operator to give notice (in
this  Agreement  called  the  "PRODUCTION   RECOMMENDATION")   to  each  of  the
Participants  stating that the Management  Committee recommends that a Mining be
established  and brought into  production  in  conformity  with the  Feasibility
Report as so approved.

11. NOT APPLICABLE

12. CONSTRUCTION OF MINE

12.1 FACILITIES COMPLETION DATE

The Management  Committee  shall cause the Operator to, and the Operator  shall,
proceed with construction of the Mining facilities with all reasonable  dispatch
after a Production Notice has been given. Construction shall be substantially in
accordance  with the Production  Notice,  subject to the right of the Management
Committee to cause such reasonable  variations in construction to be made as the
Management  Committee deems advisable from time to time. The Operator may of its
own  initiative,  and shall  forthwith  upon  request by a  Participant,  call a
Management Committee meeting to consider recommending that the Mining facilities
are  complete  and are  ready to  commence  Operations  for the  production  and
processing  of Product as of a date  determined  by the  Management  Committee (
called  the  "Completion  Date").  Forthwith  upon  the  Completion  Date  being
established, the Operator shall give notice of that date to the parties.

13. OPERATION OF THE MINE

13.1 MINE OPERATING PLAN

Commencing with the Completion Date, all Mining  Operations shall be planned and
conducted  (such plans called the "Operating  Plan") and all estimates,  reports
and statements shall be prepared and made on the basis of an operating year (the
"Operating Year") as determined by the Management Committee.  The Operator shall
submit an Operating Plan for each Operating  Year to the  Participants  not less
than 90 days prior to the Operating Year to which the Operating Plan relates.

Each Operating Plan shall contain the following:

     (a)  a plan of the proposed Mining Operations;

     (b)  a detailed  estimate  of all  construction  costs,  production  costs,
          operating  capital  costs,  administrative  costs and any other costs,
          plus a reasonable allowance for contingencies;

     (c)  an estimate of the quantity and quality of the ore to be mined and the
          concentrates or metal to be produced; and
<PAGE>
                                       18


     (d)  such other facts as may be  necessary  to  reasonably  illustrate  the
          results intended to be achieved by the Operating Plan.

Upon request of any  Participant the Operator shall meet with the Participant to
discuss the Operating Plan. The Management  Committee shall adopt each Operating
Plan, with such changes as it deems necessary, not less than 30 days immediately
preceding the  Operating  Year to which the  Operating  Plan relates;  provided,
however,  that the Management  Committee may approve amendments to the Operating
Plan.

14. DISTRIBUTION IN KIND

For the  purposes of this section it should be  understood  that the Project may
not produce a significant amount of free gold at the concentrator. Further it is
assumed at this point that the  concentrate  will likely  require  smelting  and
refining at a third party site.

The Parties specifically agree that they will reach an agreement with respect to
Distribution in Kind until after the evaluation program is completed,  and until
such time the Parties have a pro forma smelting/refining contract in place.

15. SUSPENSION AND TERMINATION OF OPERATIONS

15.1 MINE MAINTENANCE PLAN

The Operator  may, at any time  subsequent to the  Completion  Date, on at least
sixty (60)  days'  notice to all  Participants,  recommend  that the  Management
Committee  approve that Mining  Operations be  suspended,  subject to applicable
mine permitting and closure  regulations.  The Operator's  recommendation  shall
include a plan and budget (called the "Mine  Maintenance  Plan"),  in reasonable
detail,  of the  activities  to be performed to maintain the Assets and Property
during the period of  suspension  and the costs to be incurred.  The  Management
Committee may, at any time subsequent to the Completion Date, cause the Operator
to suspend Mining  Operations in accordance  with the Operator's  recommendation
with such changes to the Mine Maintenance Plan as the Management Committee deems
necessary. The Management Committee may cause Mining Operations to be resumed at
any time.

15.2 MINE CLOSURE PLAN

The Operator or any Participant  may, at any time following a period of at least
ninety (90) days during which Mining  Operations  have been  suspended,  upon at
least thirty (30) days notice to all Participants, recommend that the Management
Committee approve the permanent termination of Mining Operations. The Operator's
recommendation shall include a plan and budget (called the "Mine Closure Plan"),
in reasonable  detail,  of the  activities to be performed to close the mine and
reclaim the Property and the estimated  cost to implement the Mine Closure Plan.
The  Management  Committee  may,  by  approval  of  the  representatives  of all
Participants,  approve the  Operator's  recommendation  with such changes to the
Mine Closure Plan as the Management Committee deems necessary. If the Management
Committee  does not approve the  Operator's  recommendation  the Operator  shall
maintain  Mining  Operations in  accordance  with the Mine  Maintenance  Plan as
approved pursuant to subsection 15.1 herein. Upon Mine Closure,  the title shall
revert back to Siga and/or his assigns.
<PAGE>
                                       19


15.3 IMPLEMENTATION OF MINE CLOSURE PLAN

If the Management Committee approves the Operator's  recommendation as aforesaid
it shall cause the Operator to:

     (a)  implement the Mine Closure Plan,  whereupon the Participants  shall be
          committed  to pay, in  proportion  to their  respective  Participating
          Interests, the costs required to implement that Mine Closure Plan;

     (b)  remove,  sell and dispose of such Assets as may  reasonably be removed
          and disposed of  profitably  and such other Assets as the Operator may
          be required to remove pursuant to applicable  environmental and mining
          laws;

     (c)  perform all site  remediation  as required by law,  particularly  with
          respect to mining permits and closure regulations; and

     (d)  sell, abandon or otherwise dispose of the Property.

     The disposal  price for the Assets and the Property shall be the best price
obtainable,  and the net  revenues,  if any,  from the removal and sale shall be
credited to the  Participants  in proportion to their  respective  Participating
Interests.

16. ACCOUNTS AND SETTLEMENTS

16.1 QUARTERLY STATEMENTS

The  Operator  shall  promptly  submit  to the  Management  Committee  quarterly
statements of account reflecting in reasonable detail the charges and credits to
the Joint Account during the preceding quarter.

16.2 AUDITS AND REPORTS

The  Operator  shall  produce an annual  report and audit  during any  Operating
calendar Year or, if the Management  Committee has adopted an accounting  period
other than the calendar year, the reporting and audit period shall be consistent
with the adopted  accounting  period.  All written exceptions to and claims upon
the  Operator for  discrepancies  disclosed by such audit shall be made not more
than 3 months  after  receipt  of the  audit  report.  Failure  to make any such
exception or claim within the 3 month period shall mean the audit is correct and
binding upon the Participants. The audits shall be conducted by an international
firm of chartered accountants selected by the Operator,  unless otherwise agreed
by the Management Committee.

17. WITHDRAWAL AND TERMINATION

17.1  TERMINATION BY EXPIRATION OR AGREEMENT } This Agreement shall terminate as
expressly  provided in this  Agreement,  unless  earlier  terminated  by written
agreement.

17.2 NOT APPLICABLE
<PAGE>
                                       20


17.3 NOT APPLICABLE

17.4 CONTINUING OBLIGATIONS

On termination of this Agreement  under sections 17.1 to 17.3, the  Participants
shall remain liable for continuing  obligations hereunder until final settlement
of all  accounts  and for any  liability,  whether  it  accrues  before or after
termination, if it arises out of Operations during the term of the Agreement.

17.5 DISPOSITION OF ASSETS ON TERMINATION

Promptly after an event requiring  termination has occurred,  the Operator shall
take all action  necessary to wind up the activities of the Joint  Venture,  and
all costs and expenses  incurred in connection with the termination of the Joint
Venture shall be expenses  chargeable to the  Participants.  In accordance  with
Exhibit B any Participant  that has a negative  Capital Account balance when the
Joint Venture is terminated for any reason shall contribute to the Assets of the
Joint Venture an amount sufficient to raise such balance to zero. The Assets and
the Property shall first be paid, applied, or distributed in satisfaction of all
liabilities of the Joint Venture to third parties and then to satisfy any debts,
obligations,  or liabilities owed to the Participants.  Before  distributing any
finds or Assets or Property to  Participants,  the Operator shall have the right
to segregate amounts which, in the Operator's reasonable judgment, are necessary
to  discharge  continuing   obligations  or  to  purchase  for  the  account  of
Participants, bonds or other securities for the performance of such obligations.
The  foregoing   shall  not  be  construed  to  include  the  repayment  of  any
Participant's capital contributions or Capital Account balance.  Thereafter, any
remaining  cash and all other  Assets  and  Property  shall be  distributed  (in
undivided  interests unless otherwise agreed) to the Participants,  first in the
ratio  and to the  extent  of  their  respective  Capital  Accounts  and then in
proportion to their respective Participating Interests, subject to any dilution,
reduction,  or termination of such Participating  Interests as may have occurred
pursuant  to the  terms  of this  Agreement.  No  Participant  shall  receive  a
distribution  of any  interest in Products or proceeds  from the sale thereof if
such Participant's  Participating  Interest therein has been terminated pursuant
to this Agreement.

17.6 NON-COMPETITION COVENANTS

A  Participant,  its  successor or  Affiliate,  that  withdraws  from this Joint
Venture  shall not,  directly or  indirectly,  acquire any  interest in property
within a 1.5  kilometers  distance from the  perimeter of the  Property,  for 12
months  after  the  effective  date  of   withdrawal.   If  such  a  withdrawing
Participant,  its  successor or  Affiliate,  acquires  property  subject to this
section 17.6, such party, its successor or Affiliate shall be obligated to offer
to convey to the non-withdrawing  Participant,  at its proportionate acquisition
cost and  geologic and other  expenditures,  a  Proportionate  Share of any such
property or  interest  so  acquired as if such party were still a  Participating
party at the interest  immediately prior to the withdrawal.  Such offer shall be
made in writing and can be accepted by the  non-withdrawing  Participant  at any
time within 45 days after it is received by such non-withdrawing Participant.

17.7 RIGHT TO DATA AFTER TERMINATION

After  termination  of this  Agreement,  each  Participant  shall be entitled to
copies of all  information  of the Joint Venture  before the  effective  date of
termination  not  previously  furnished to it, but a terminating  or withdrawing
Participant shall not be entitled to any such copies after any other termination
or any withdrawal.
<PAGE>
                                       21


17.8 CONTINUING AUTHORITY

On  termination  of this  Agreement,  the  Operator  shall  have the  power  and
authority,  subject to control of the  Management  Committee,  if any, to do all
things  on  behalf  of  the  Participants  which  are  reasonably  necessary  or
convenient  to:  (a) wind up  Operations  (either  of the Joint  Venture  or the
Property)  and  (b)  complete  any   transaction  and  satisfy  any  obligation,
unfinished or unsatisfied, at the time of such termination or withdrawal, if the
transaction or obligation  arises out of Operations prior to such termination or
withdrawal.  The Operator shall have the power and authority to grant or receive
extensions  of time or change  the  method of  payment  of an  already  existing
liability  or  obligation,  prosecute  and  defend  actions  on  behalf  of  the
Participants  and the Joint Venture,  mortgage Assets or the Property,  and take
any other  reasonable  action in any  matter  with  respect  to which the former
Participants  continue  to have,  or appear  or are  alleged  to have,  a common
interest or a common liability.

18. ABANDONMENT AND SURRENDER OF THE PROPERTY

18.1 SURRENDER OR ABANDONMENT OF THE PROPERTY

The Management Committee may authorize the Operator to surrender or abandon part
or  all  of the  Property.  If the  Management  Committee  authorizes  any  such
surrender or abandonment  over the objection of a Participant,  the  Participant
that desires to abandon or surrender shall assign to the objecting  Participant,
without  cost  to  the  surrendering   Participant,   all  of  the  surrendering
Participant's  interest in the property to be abandoned or surrendered,  and the
abandoned or surrendered property shall cease to be part of the Property.

18.2 REACQUISITION

If any part or all the Property is abandoned or surrendered under the provisions
of this Section 18, then, unless this Agreement is earlier  terminated,  neither
Participant  nor any successor nor Affiliate  thereof shall acquire any interest
in or a right to  acquire  that part of the  Property  for a period of 12 months
following  the  date of  such  abandonment  or  surrender.  If such  Participant
reacquires any of the Property in violation of this  Subsection  18.2,  then the
other  Participant,  its  successor or Affiliate as the case may be may elect by
notice to the reacquiring  Participant within 45 days after it has actual notice
of such  reacquisition,  to have such part of the  Property  made subject to the
terms of this  Agreement.  In the event such an election is made, the reacquired
part of the Property shall thereafter be treated as the Property hereunder,  and
the costs of reacquisition shall be borne solely by the reacquiring  Participant
and  shall  not be  included  for  purposes  of  calculating  the  Participants'
respective Participating Interests.

19. TRANSFER OF INTEREST

19.1 GENERAL

A  Participant  shall  not have the  right  to  Transfer  all or any part of its
Participating Interest, or any other interest, except on the following terms and
conditions:

     (a)  a  Transfer  to a  subsidiary  or  Affiliate,  so long as the same are
          controlled by the Participant,  may be effected by the parties subject
          to such entering into this Agreement but, unless approved by the other
          Participant, the transferring Participant shall not be relieved of its
          obligations under this Agreement;
<PAGE>
                                       22


     (b)  each  Participant  shall have a right of first  refusal to acquire the
          interest of the other Participant which it wishes to sell or for which
          it has  received an offer.  The other  Participant  must  exercise its
          right of first  refusal  within  30 days of  receipt  of notice of all
          material  terms of the Transfer by notifying the  Participant  that it
          will acquire such offered interest on the terms set out in the notice.
          An offer shall be priced and offered in Canadian dollars. If the offer
          is  not  accepted  by  the  other   Participant,   then  the  offering
          Participant  shall be free to sell such offered  interest for a period
          of 120 days but not at a more favourable price;

     (c)  no  transferee of all or any part of the  Participating  Interest of a
          Participant  shall have the rights of a  Participant  unless and until
          the  transferring  Participant  has provided to the other  Participant
          notice of the Transfer,  and except as provided in paragraphs  19.1(h)
          and 19.l(i), the transferee, as of the effective date of the Transfer,
          has  committed  in writing to be bound by this  Agreement  to the same
          extent as the transferring Participant;

     (d)  no  Transfer   permitted  by  this   Section  19  shall   relieve  the
          transferring  Participant  of  its  share  of any  liability,  whether
          accruing before or after such Transfer, which arises out of Operations
          conducted prior to such Transfer;

     (e)  the  transferring  Participant  and the transferee  shall bear all tax
          consequences of the Transfer;

     (f)  in the  event  of a  Transfer  of  less  than  all of a  Participating
          Interest,  the  transferring  Participant and its transferee shall act
          and be treated as one Participant;

     (g)  no  Participant  shall  Transfer any interest in this Agreement or the
          Assets  or the  Property  except  by  Transfer  of  part or all of its
          Participating Interest;

     (h)  if the Transfer is the grant of a security interest by mortgage,  deed
          of trust,  pledge,  lien or other  encumbrance of any interest in this
          Agreement, any Participating Interest or the Assets or the Property to
          secure a loan or other  indebtedness  of a Participant  in a bona fide
          transaction,  such security interest shall be subordinate to the terms
          of  this   Agreement  and  the  rights  and  interests  of  the  other
          Participant  hereunder.  Upon any foreclosure or other  enforcement of
          rights in the  security  interest the  acquiring  third party shall be
          deemed to have  assumed the  position of the  encumbering  Participant
          with respect to this Agreement and the other Participant, and it shall
          comply  with  and be  bound  by  the  terms  and  conditions  of  this
          Agreement; and

     (i)  if a sale or other  commitment or  disposition of Products or proceeds
          from the sale of Products by a Participant  creates in a third party a
          security  interest in Products  or  proceeds  therefrom  prior to such
          distribution,  such sales,  commitment or disposition shall be subject
          to the terms and conditions of this Agreement.

20. DISPUTES

20.1 ARBITRATION OF DISPUTES
<PAGE>
                                       23


All disputes between the  Participants,  their  successors and assigns,  arising
under this  Agreement,  which the parties are unable to resolve  within 20 days,
may at any time  thereafter be submitted to arbitration by written demand of any
party. To demand arbitration, any Participant (the "demanding party") shall give
written notice to the other  Participant (the "responding  party").  Such notice
shall specify the nature of the issues in dispute, the amount involved,  and the
remedy  requested  and the  names of at  least  three  qualified,  disinterested
arbitrators  acceptable to it. Within fifteen days of the receipt of the notice,
the responding  party shall answer the demand in writing,  specifying the issues
that party  disputes and advising  whether it accepts as  arbitrator  any of the
arbitrators  named in the notice.  If the responding party accepts an arbitrator
named in the notice,  that person will act as sole arbitrator of the dispute. If
the  responding  party  does  not  accept  any of the  arbitrators  named,  each
Participant shall select one qualified  arbitrator within ten days of responding
party's  answer.  Each  of  the  arbitrators  shall  be a  disinterested  person
qualified by experience to hear and determine the issues to be  arbitrated.  The
arbitrators  so chosen  shall  select a neutral  arbitrator  within five days of
their selection.

21. CONFIDENTIALITY

21.1 GENERAL

The financial terms of this Agreement and all information obtained in connection
with the  performance of this Agreement  shall be the exclusive  property of the
Participants  and, except as provided  elsewhere,  shall not be disclosed to any
third  party or the  public  without  the  prior  written  consent  of the other
Participant, which consent shall not be unreasonably withheld.

21.2 EXCEPTIONS

The consent required by Subsection 21.1 shall not apply to a disclosure:

     (a)  to an Affiliate,  consultant,  contractor or subcontractor  that has a
          bona fide need to be informed;

     (b)  to any third party to whom the disclosing  Participant  contemplates a
          Transfer of all or any part of its  interest in or to this  Agreement,
          its Participating Interest, or the Assets;

     (c)  to a  governmental  agency  or to  the  public  which  the  disclosing
          Participant  believes in good faith is required  by  pertinent  law or
          regulation or the rules of any stock exchange; or

     (d)  to  an  investment   dealer,   broker,   bank  or  similar   financial
          institution,  in  confidence  if required,  as part of a due diligence
          investigation  by such  financial  institution  in  connection  with a
          financing  required by a Participant or its shareholders or Affiliates
          to meet, in part, its obligations under this Agreement.

In any  case to  which  this  Subsection  21.2  is  applicable,  the  disclosing
Participant  shall give notice to the other  Participant  concurrently  with the
MAKING of such disclosure.  As to any disclosure  pursuant to paragraph 21.2(a),
(b), or (d), only such confidential information as such third party shall have a
legitimate  business  need to know shall be disclosed and such third party shall
first  agree in writing to protect the  confidential  information  from  further
disclosure  to the same  extent as the  Participants  are  obligated  under this
Section 21.
<PAGE>
                                       24


21.3 PUBLIC STATEMENTS

When either of the Participants  wishes to issue a public statement  relating to
this  Agreement or the Property  notice of and a draft copy of any release shall
first be submitted to the other Participant who will have 24 hours to approve of
or produce suggested revisions to the content of such release.

21.4 DURATION OF CONFIDENTIALITY

The  provisions of this Section 21 shall apply during the term of this Agreement
and for two years following  termination of this Agreement and shall continue to
apply to any Participant who withdraws,  who is deemed to have withdrawn, or who
Transfers its Participating  Interest,  for two years following the date of such
occurrence.

22. GENERAL PROVISIONS

22.1 NOTICES

All  notices,  payments and other  required  communications  ("Notices")  to the
Participants  shall be in  writing,  and shall be  addressed  to the  parties as
follows or at such other address as the parties may specify from time to time

Notices must be  delivered,  sent by telex,  telegram or telecopier or mailed by
pre-paid  post and  addressed  to the party to which  notice is to be given.  If
notice is sent by telex,  telegram or  telecopier  or is  delivered,  it will be
deemed to have been given and received on the next  business day from the day of
transmission  or delivery.  If notice is mailed,  it will be deemed to have been
received ten business days  following the date of the mailing of the notice.  If
there is an interruption  in normal mail service due to strike,  labor unrest or
other cause at or prior to or during the time a notice is mailed the notice must
be sent by telex, telegram or telecopier or will be delivered.

22.2 ADDITIONAL LAND INTERESTS WITHIN AREA OF INFLUENCE

In the event that either Siga or Bentley should acquire any additional  interest
in mineral  claims  within a 1.5  kilometer  distance  from the perimeter of the
Property.  it will deliver  details of the acquisition to the other party within
30 days of such  acquisition  and thereafter  that party may,  within 30 days of
receiving such notice,  require either Siga or Bentley, as applicable,  to cause
such  interest  to be made a part  of the  Joint  Venture  and  subject  to this
Agreement as between  Bentley and Siga and such interest shall be transferred at
cost.

22.3 N/A

22.4 WAIVER

The  failure  of a  Participant  to  insist  on the  strict  performance  of any
provision of this  Agreement  or to exercise  any right,  power or remedy upon a
breach  thereof shall not constitute a waiver of any provision of this Agreement
or limit the Participant's right thereafter to enforce any provision or exercise
any right.
<PAGE>
                                       25


22.5 MODIFICATION

No modification of this Agreement shall be valid unless made in writing and duly
executed by the Participants.

22.6 FORCE MAJEURE

Except for the obligation to make payments when due hereunder,  the  obligations
of a  Participant  shall be  suspended  to the extent  and for the  period  that
performance is prevented by any cause,  whether  foreseeable  or  unforeseeable,
beyond its reasonable control,  including,  without  limitation,  labor disputes
(however  arising and whether or not employee  demands are  reasonable or within
the power of the participant to grant); acts of God; laws, regulations,  orders,
proclamations,  instructions  or  requests  of any  government  or  governmental
entity;  judgments  or orders of any court;  inability  to obtain on  reasonably
acceptable terms any public or private license,  permit or other  authorization;
curtailment or suspension of activities to remedy or avoid an actual or alleged,
present or  prospective  violation  of  national,  state or local  environmental
standards;  acts of war or  conditions  arising out of or  attributable  to war,
whether declared or undeclared;  riot, civil strife,  insurrection or rebellion;
fire, explosion,  earthquake, storm, flood, sink holes, drought or other adverse
weather  condition;  delay or failure by suppliers or transporters of materials,
parts,  supplies,  services or equipment or by contractors'  or  subcontractors'
shortage  of,  or  inability  to  obtain,  labor,   transportation,   materials,
machinery,  equipment,  supplies, utilities or services; accidents; breakdown of
equipment,  machinery  or  facilities;  or any other  cause  whether  similar or
dissimilar to the foregoing. The affected Participant shall promptly give notice
to the other  Participant of the suspension of performance,  stating therein the
nature of the  suspension,  the  reasons  therefor,  and the  expected  duration
thereof. The affected Participant shall resume performance as soon as reasonably
possible. During the period of suspension the obligations of the Participants to
advance funds shall be reduced to levels  consistent with essential  maintenance
of Operations.

22.7 GOVERNING LAW

This Agreement  shall be governed by and interpreted in accordance with the laws
of the Province of British Columbia,  and all Operations of the Joint Venture in
respect to the Property  will be carried out in compliance  with the  applicable
laws of Canada.

22.8 N/A

22.9 FURTHER ASSURANCES

Each of the  Participants  agrees to take from  time to time  such  actions  and
execute such additional instruments as may be reasonably necessary or convenient
to implement and carry out the intent and purpose of this Agreement.

22.10 SURVIVAL OF TERMS AND CONDITIONS

The following Subsections shall survive the termination of this Agreement to the
full  extent  necessary  for  their   enforcement  and  the  protection  of  the
Participant in whose favor they run:  Subsections 2.1, 4.5,6.7,  7.1 to 7.6, 8.1
to 8.11, 9.7, 15.1 to 15.3, 17.4, 17.5, 17.7, 17.8, 20.1, 21.1 to 21.4, and such
other  provisions  as  specifically  or by  necessary  implication  survive  the
termination of this Agreement.
<PAGE>
                                       26


22.11 ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS

This  Agreement  contains  the  entire  understanding  of the  Participants  and
supersedes all prior  agreements  and  understandings  between the  Participants
relating to the subject matter hereof.  This Agreement shall be binding upon and
enure to the benefit of the respective  successors and permitted  assigns of the
Participants.  In the  event of any  conflict  between  this  Agreement  and any
Exhibit attached hereto, the terms of this Agreement shall be controlling.

IN WITNESS  WHEREOF the parties have hereunto set their hands and seals by their
duly authorized signatories effective the date first herein set forth.

THE COMMON SEAL of SIGA RESOURCES                 )
INC. was hereunto affixed                         )
in the presence of                                )
                                                  )
/s/ Edwin G. Morrow                               )
---------------------------------------           )           c/s
Authorized Signatory                              )

THE COMMON SEAL of BENTLEY FAIRVIEW               )
RESOURCES CO. LTD. was hereunto affixed           )
in the presence of                                )
                                                  )
/s/ Melissa Alcoba                                )
---------------------------------------           )           c/s
Authorized Signatory                              )
<PAGE>
                                       27


                                    EXHIBIT A

                ACQUISITION AGREEMENT AND DETAILS OF THE PROPERTY

<PAGE>
                                       28

EXHIBIT B

ACCOUNTING PROCEDURE

The financial and  accounting  procedures to be followed by the Operator and the
Participants  under  the  Agreement  are set  forth  below.  References  in this
Accounting  Procedure to subsections and paragraphs are to those located in this
Accounting  Procedure  unless it is expressly stated that they are references to
the  Agreement.  In the event of any  conflict  between this Exhibit "B" and the
main body of the  Agreement,  the terms of the main body of the Agreement  shall
prevail.

1. GENERAL PROVISIONS

1.1 GENERAL ACCOUNTING RECORDS

The Operator shall maintain detailed and comprehensive  cost accounting  records
in  accordance  with  this  Accounting  Procedure,  including  general  ledgers,
supporting  and  subsidiary  journals,  invoices,  checks  and  other  customary
documentation,  sufficient to provide a record of revenues and  expenditures and
periodic  statements  of financial  position and the results of  operations  for
managerial,  tax, regulatory or other financial reporting purposes. Such records
shall be retained for the duration of the period  allowed the  Participants  for
audit  or  the  period   necessary  to  comply  with  tax  or  other  regulatory
requirements. The records shall reflect all obligations, advances and credits of
the  Participants.  Quarterly  and  annual  reports  and  audits  shall  be made
according to the requirements in section 16 of the Joint Venture Agreement.

1.2 BANK ACCOUNTS

The Operator  shall  maintain one or more separate bank accounts for the payment
of all expenses and the deposit of all cash receipts for the Joint Venture.

1.3 STATEMENTS AND BILLINGS

The Operator shall prepare  statements and bill the  Participants as provided in
Section 16.2 of the Agreement.  Payment of any such billings by any Participant,
including the Operator,  shall not prejudice such Participant's right to protest
or  question  the  correctness  thereof  for a period  not to  exceed  24 months
following  the  calendar  year during  which such  billings  are received by the
Participant.  All  written  exceptions  to and  claims  upon  the  Operator  for
incorrect charges, billings or statements shall be made upon the Operator within
such 24 month period.

2. CHARGES TO JOINT ACCOUNT

Subject to the limitations  hereinafter set forth, the Operator shall charge the
Joint Account with the following:

2.1 RENTALS, ROYALTIES AND OTHER PAYMENTS

All property acquisition and holding costs, including filing fees, license fees,
costs of permits and  assessment  work,  delay  rentals,  production  royalties,
including  any required  advances,  and all other  payments made by the Operator
which are necessary to acquire or maintain title to the Assets and the Property.
<PAGE>
                                       29


2.2 LABOR AND EMPLOYEE BENEFITS

     (a)  Salaries and wages of the  Operator's  employees  directly  engaged in
          Operations,   including   salaries  or  wages  of  employees  who  are
          temporarily assigned to and directly employed by same.

     (b)  The  Operator's  cost of holiday,  vacation,  sickness and  disability
          benefits,  and other customary  allowances  applicable to the salaries
          and wages  chargeable under paragraph 2.2(a) and Subsection 2.12. Such
          costs may be charged on a "when and as paid  basis" or by  "percentage
          assessment"  on the  amount  of  salaries  and  wages.  If  percentage
          assessment  is used,  the rate shall the  applied to wages or salaries
          excluding  overtime  and  bonuses.  Such  rate  shall  be based on the
          Operator's cost  experience and it shall be  periodically  adjusted at
          least  annually  to  ensure  that the total of such  charges  does not
          exceed the actual cost thereof to the Operator.

     (c)  The Operator's  actual cost of established  plans for employees' group
          life insurance, hospitalization,  pension, retirement, stock purchase,
          thrift,  bonus  (except  production  or incentive  bonus plans under a
          union contract  based on actual rates of production,  cost savings and
          other production factors,  and similar non-union bonus plans customary
          in the  industry or necessary to attract  competent  employees,  which
          bonus payments shall be considered  salaries and wages under paragraph
          2.2(a) or Subsection 2.12;  rather than employees'  benefit plans) and
          other benefit plans of a like nature  applicable to salaries and wages
          chargeable under paragraph  2.2(a) or Subsection  2.12,  provided that
          the plans are limited to the extent feasible to those customary in the
          industry.

     (d)  Cost of  assessments  imposed  by  governmental  authority  which  are
          applicable to salaries and wages chargeable under paragraph 2.2(a) and
          Subsection  2.12,  including all penalties except those resulting from
          the willful misconduct or gross negligence of the Operator.

2.3 MATERIALS, EQUIPMENT AND SUPPLIES

The  cost of  materials,  equipment  and  supplies  (herein  called  "Material")
purchased  from  unaffiliated  third parties or furnished by the Operator or any
Participant  as provided in Section 3. The  Operator  shall  purchase or furnish
only so much  Material as may be required for  immediate  use in  efficient  and
economical  operations.  The Operator  shall also maintain  inventory  levels of
Material  at  reasonable  levels to avoid  unnecessary  accumulation  of surplus
stock.

2.4 EQUIPMENT AND FACILITIES FURNISHED BY OPERATOR

The cost of machinery,  equipment and facilities  owned by the Operator and used
in  Operations  or used to provide  support or utility  services  to  Operations
charged at rates  commensurate  with the actual costs of ownership and operation
of such machinery,  equipment and facilities.  Such rates shall include costs of
maintenance,  repairs, other operating expenses,  insurance, taxes, depreciation
and interest at a rate not to exceed the rate charged by the principal chartered
bank of the Operator plus 1% per annum.  Such rates shall not exceed the average
commercial rates currently prevailing in the vicinity of the Operations.
<PAGE>
                                       30


2.5 TRANSPORTATION

Reasonable  transportation  costs incurred in connection with the transportation
of employees and material necessary for the Operations.

2.6 CONTRACT SERVICES AND UTILITIES

The cost of contract  services and utilities  procured from outside sources.  If
contract services are performed by the Operator or an Affiliate thereof the cost
charged to the Joint Account shall not be greater than that for which comparable
services and  utilities  are available in the open market within the vicinity of
the  Operations.  The cost of  professional  consultant  services  procured from
outside sources, or provided by the Operator,  in excess of $50,000 shall not be
charged to the Joint Account unless approved by the Management Committee.

2.7 INSURANCE PREMIUMS

Net premiums paid for insurance  required to be carried for  Operations  for the
protection of the  Participants.  When the  operations  are conducted in an area
where the Operator may self-insure for Workers  Compensation  and/or  Employer's
liability under  applicable law, the Operator may elect to include such risks in
its  self-insurance  program and shall  charge its costs of  self-insuring  such
risks to the Joint Account provided that such charges shall not exceed published
manual rates.

2.8 DAMAGES AND LOSSES

Costs in excess of insurance  proceeds  necessary to repair or replace damage or
losses to any Assets or the  Property  resulting  from any cause  other than the
willful  misconduct  or gross  negligence of the  Operator.  The Operator  shall
furnish the  Management  Committee  with written  notice of damages or losses as
soon as practicable after a report thereof has been received by the Operator.

2.9 LEGAL AND REGULATORY EXPENSE

Except as otherwise  provided in Subsection 2.13, all legal and regulatory costs
and  expenses  incurred in or  resulting  from the  Operations  or  necessary to
protect  or  recover  the  Assets  or the  Property  of the Joint  Venture.  All
attorney's  fees  and  other  legal  costs to  handle,  investigate  and  settle
litigation  or claims,  including  the cost of legal  services  provided  by the
Operator's  legal staff;  and amounts paid in settlement  of such  litigation or
claims in excess of $50,000  shall not be charged  to the Joint  Account  unless
approved by the Management Committee.

2.10 AUDIT

Cost of audits under Subsection 16.2 of the Joint Venture  Agreement if approved
by all of the Participants.

2.11 TAXES

All taxes (except income taxes) of every kind and nature assessed or levied upon
or in connection  with the Assets,  the Property,  the production of Products or
Operations,  which  have  been  paid  by the  Operator  for the  benefit  of the
Participants.  Each Participant is separately responsible for income taxes which
are attributable to its respective Participating Interest.
<PAGE>
                                       31


2.12 DISTRICT AND CAMP EXPENSES (FIELD SUPERVISION AND CAMP EXPENSES)

A pro  rata  portion  of  (i)  the  salaries  and  expenses  of  the  Operator's
superintendent  and  other  employees  serving  operations  whose  time  is  not
allocated  directly to such  Operations,  and (ii) the costs of maintaining  and
operating an office  (herein  called "the  Operator's  Project  Office") and any
necessary suboffice and (iii) all necessary camps,  including housing facilities
for employees,  used for Operations.  The expense of those facilities,  less any
revenue therefrom,  shall include  depreciation or a fair monthly rental in lieu
of depreciation of the investment.  The total of such charges for all properties
served by the Operator's  employees and  facilities  shall be apportioned to the
Joint  Account  on the basis of a ratio,  the  numerator  of which is the direct
labor costs of the Operations  and the  denominator of which is the total direct
labor costs incurred for all activities served by the Operator.

2.13 ADMINISTRATIVE CHARGE

     (a)  Each month the Operator  shall charge the Joint Account a sum for each
          phase of  Operations  as provided  below,  which shall be a liquidated
          amount to  reimburse  the  Operator  for its home office  overhead and
          general  and  administrative  expenses  to  conduct  each phase of the
          Operations, and which shall be in lieu of any management fee:

          (i)  Exploration Phase: 5% of Allowable Costs.

          (ii) Development Phase: 5% of Allowable Costs.

          (iii) Major Construction Phase: 2.5% of Allowable Costs.

          (iv) Mining Phase: 2.5% of Allowable Costs.

     (b)  The  term  "Allowable  Costs"  as used in this  Subsection  2.13 for a
          particular  phase of  Operations  shall mean all  charges to the Joint
          Account excluding:

          (i)  the administrative charge referred to herein;

          (ii) depreciation, depletion or amortization of tangible or intangible
               assets; and

          (iii) amounts charged in accordance with Subsections 2.1 and 2.9.

          The Operator  shall  attribute  such  Allowable  Costs to a particular
          phase of Operations by applying the following guidelines:

          (i)  the Exploration  phase shall cover those activities  conducted to
               ascertain  the  existence,  location,  extent or  quantity of any
               deposit  of  ore  or  mineral.  Such  phase  shall  cease  when a
               commercially  recoverable  reserve  is  determined  to  exist  on
               completion of a bankable Feasibility Report;

          (ii) the Development  phase shall cover those activities  conducted to
               access a commercially  feasible ore body or to extend  production
               of an existing  ore body,  and to  construct  or install  related
               fixed assets;
<PAGE>
                                       32


          (iii)the  major   construction  phase  shall  include  all  activities
               involved  in the  construction  of a mill,  smelter  or other ore
               processing facilities;

          (iv) the Mining phase shall include all other activities not otherwise
               covered  above,   including  activities  conducted  after  mining
               operations have ceased.

     (c)  The  monthly  administration  charge  determined  for  each  phase  of
          Operations  shall be equitably  apportioned  among all of the Property
          served  during  such  monthly  period  on the  basis of a  ratio,  the
          numerator of which is the direct  labor costs  charged to a particular
          property and the  denominator of which is the total direct labor costs
          incurred for the Property served by the Operator

     (d)  The  following  is a  representative  list  of  items  comprising  the
          Operator's  principal  business  office  expenses  that are  expressly
          covered by the administrative charge provided in this Subsection 2.13:

          (i)  administrative  supervision,  which includes services rendered by
               managers,  department supervisors,  officers and directors of the
               Operator for Operations,  except to the extent that such services
               represent a direct charge to the Joint  Account,  as provided for
               in Subsection 2.2;

          (ii) accounting,  data processing,  personnel administration,  billing
               and record keeping in accordance  with  governmental  regulations
               and  the   provisions  of  the  Joint  Venture   Agreement,   and
               preparation of reports;

          (iii)the services of tax counsel and tax administration  employees for
               all tax  matters,  including  any  protests,  except any  outside
               professional fees which the Management Committee may approve as a
               direct charge to the Joint Account;

          (iv) routine  legal  services  rendered  by  outside  sources  and the
               Operator's legal staff not otherwise charged to the Joint Account
               under Subsection 2.9; and

          (v)  rentals and other charges for office and records  storage  space,
               telephone service, office equipment and supplies.

     (e)  The  Management  Committee  shall annually  review the  administration
          charges and shall  amend the  methodology  or rates used to  determine
          such charges if they are found to be insufficient or excessive.

2.14 OTHER EXPENDITURES

Any reasonable direct expenditure,  other than expenditures which are covered by
the foregoing provisions,  incurred by the Operator for the necessary and proper
conduct of Operations.
<PAGE>
                                       33


3. BASIS OF CHARGES TO JOINT ACCOUNT

3.1 PURCHASES

Material  purchased and services procured from third parties shall be charged to
the Joint  Account  by the  Operator  at  invoiced  cost,  including  applicable
transfer  taxes,  less all discounts  taken. If any Material is determined to be
defective or is returned to a vendor for any other  reason,  the Operator  shall
credit the Joint Account when an adjustment is received from the vendor.

3.2 MATERIAL FURNISHED BY OR TRANSFERRED TO THE OPERATOR OR A PARTICIPANT

Any  Material  furnished  by the  Operator  or  Participant  from its  stocks or
transferred  to the  Operator or  Participant  shall be priced on the  following
basis:

     (a)  New Material

          New Material  transferred  from the Operator or  Participant  shall be
          priced F.O.B. the nearest  reputable supply store or railway receiving
          point,  where like Material is available,  at the current  replacement
          cost of the same kind of  Material,  exclusive of any  available  cash
          discounts, at the time of the transfer (herein called, "New Price").

     (b)  Used Material

          (i)  Used Material in sound and serviceable condition and suitable for
               reuse without reconditioning shall be priced as follows:

               (A)  Used  Material  transferred  by the Operator or  Participant
                    shall be priced at 70% of the New Price;

               (B)  Used  Material  transferred  to the Operator or  Participant
                    shall be priced:

                    (1)  at 70% of the New Price if such Material was originally
                         charged to the Joint Account as new Material, or

                    (2)  at 70% of the  price if such  Material  was  originally
                         charged to the Joint  Account as good used  Material at
                         70 % of the New Price.

          (ii) Other Used Material which, after  reconditioning  will be further
               serviceable for original function as good secondhand Material, or
               which is serviceable for original  function but not substantially
               suitable  for  reconditioning  shall be  priced at 45% of the New
               Price.  The  cost of any  reconditioning  shall  be  borne by the
               transferee.

          (iii)All other Material,  including  junk,  shall be priced at a value
               commensurate  with its use or at prevailing  prices.  Material no
               longer  suitable  for its  original  purpose  but usable for some
               other  purpose shall be priced on a basis  comparable  with items
               normally used for such other purposes.
<PAGE>
                                       34


     (c)  Obsolete Material

          Any  Material  which  is  serviceable  and  usable  for  its  original
          function,  but its  condition  is not  equivalent  to that which would
          justify a price as provided  above  shall be Priced by the  Management
          Committee.  Such price  shall be set at a level which will result in a
          charge to the Joint  Account  equal to the value of the  service to be
          rendered by such Material.

3.3 PREMIUM PRICES

Whenever  Material is not  readily  obtainable  at  published  or listed  prices
because of national  emergencies,  strikes or other unusual  circumstances  over
which the Operator has no control, the Operator may charge the Joint Account for
the required  Material on the basis of the  Operator's  direct cost and expenses
incurred in procuring such Material and making it suitable for use. The Operator
shall give written notice of the proposed  charge to the  Participants  prior to
the time when such charge is to be billed,  whereupon any Participant shall have
the right,  by  notifying  the  Operator  within ten days of the delivery of the
notice from the Operator, to furnish at the usual receiving point all or part of
its share of Material suitable for use and acceptable to the Operator.

3.4 WARRANTY OF MATERIAL FURNISHED BY THE OPERATOR OR PARTICIPANTS

Neither the Operator nor any Participant  warrants the Material furnished beyond
any  dealer's or  manufacturer's  warranty  and no credits  shall be made to the
Joint  Account for  defective  Material  until  adjustments  are received by the
Operator from the dealer, manufacturer or their respective agents.

4. DISPOSAL OF MATERIAL

4.1 DISPOSITION GENERALLY

The Operator  shall have no obligation to purchase a  Participant's  interest in
Material.  The Management  Committee  shall  determine the  disposition of major
items of surplus Material, provided the Operator shall have the right to dispose
of normal accumulations of junk and scrap Material either by sale or by transfer
to the Participants as provided in Subsection 4.2.

4.2 DISTRIBUTION TO PARTICIPANTS

Any Material to be distributed to the  Participants  shall be made in proportion
to their respective  Participating Interests, and corresponding credits shall be
made to the Joint Account on the basis provided in Subsection 3.2.

4.2 SALES

Sales of Material to third parties shall be credited to the Joint Account at the
net amount  received.  Any damages or claims by the  purchaser  shall be charged
back to the Joint Account if and when paid.
<PAGE>
                                       35


5. INVENTORIES

5.1 PERIODIC INVENTORIES, NOTICE AND REPRESENTATIONS

At reasonable intervals, inventories shall be taken by the Operator, which shall
include all such Material as is ordinarily considered  controllable by operators
of mining  properties  and the expense of conducting  such periodic  inventories
shall be charged to the Joint Account. The Operator shall give written notice to
the  Participants  of its intent to take any  inventory  at least 30 days before
such inventory is scheduled to take place. A Participant shall be deemed to have
accepted the results of any inventory  taken by the Operator if the  Participant
fails to be represented at such inventory.

5.2 RECONCILIATION AND ADJUSTMENT OF INVENTORIES

Reconciliation of inventory with charges to the Joint Account shall be made, and
a list of overages and shortages shall be furnished, to the Management Committee
within six months after the inventory is taken.  Inventory  adjustments shall be
made by the Operator to the Joint  Account for overages and  shortages,  but the
Operator  shall be held  accountable to the Joint Venture only for shortages due
to lack of reasonable diligence.