Cables and Telegrams; MINILANDS            MINISTRY OF LANDS, FORESTRY AND MINES
Telephone: 233-21-687314                              P. O. BOX M. 212
Tel / Fax: 233-2 1-666801                                  Accra

In case of reply the
number and date of this
letter should be quoted.

Our Ref. No...DB-47/285/04
                                  [LOGO OMITTED]
Your Ref. No....                 REPUBLIC OF GHANA            26th October, 2006


THE MANAGING DIRECTOR
UPRIGHTNESS (GH) LTD.
P. O. BOX 3553
ACCRA NORTH.


PROF. EDWARD SOLOMON AYENSU
HABER MINING GHANA LIMITED
P. O. BOX KIA 16525
ACCRA.


Dear Sir,

            APPLICATION BY UPRIGHTNESS (GHANA) LIMITED TO ASSIGN ITS
            --------------------------------------------------------
             RECONNAISSANCE LICENCE TO HABER MINING COMPANY LIMITED
             ------------------------------------------------------

At a Special Meeting of the Minerals Commission held on the 18th September 2006,
the transfer of the reconnaissance licence of Uprightness (Ghana) Limited (UGL)
to Haber Mining Company Limited (Haber) was recommended for my approval.

Consequently, in accordance with Section 14 of the Minerals and Mining Act 2006,
(Act 703) I hereby grant my consent to the transfer between UGL and Haber
subject to the payment of the appropriate fees to the Minerals Commission.

Yours faithfully

/s/ Dominic Fobih
PROF. DOMINIC FOBIH (MP)
HON. MINISTER

                                                       cc:   The Chief Executive
                                                             Minerals Commission
                                                             Accra.

<PAGE>

                              UPRIGHTNESS (GH) LTD
                              --------------------

BANKERS:                                                           P.O. BOX 3553
--------                                                           ACCRA-NORTH
BARCLAYS BANK (GH) LTD.
HIGH STREET BRANCH, ACCRA.

Our Ref.: ...

Your Ref.: ...                                          Date: September 27, 2006




Elsie Addo
Managing Consultant
Lawfields Consulting
Accra.


Dear Ms. Addo,

RE: ASSIGNMENT OF RECONNAISSANCE
--------------------------------
LICENCE TO HABER MINING (GB) LIMITED
------------------------------------

Following the conclusion of the assignment of our reconnaissance license to
Haber Mining Gh. Ltd., under the Deed of Assignment dated 26th September 2006,
kindly transfer the consideration of two hundred thousand United States Dollars
($200,000.00) into the following:

BANKERS                                 :       STANDARD CHARTERED BANK
                                                HIGH STREET BRANCH, ACCRA

NAME OF ACCOUNTS HOLDER                 :       ALEX ADJEI

ACCOUNTS NUMBER                         :       501353-020101
                                                8700236344700-01.

Yours faithfully,

/s/ Alex Adjei
Alex Adjei
Chairman

<PAGE>

[MINERALS COMMISSION GHANA LOGO]

MINERALS COMMISSION
-------------------
#12 Switchback Road Residential Area, Cantoments
P. 0. Box M 248 Accra - Ghana
Tel: (233-21) 772783 / 772786 /773053 / 771318  Fax: (233-21) 773324
Email: mincom@mincomgh.org
website: www.mincomgh.org.



        RL.2/100                                               28 November, 2006


The Managing Director
Haber Mining Ghana Limited
P. O. Box KIA 16525
Accra

Dear Sir,

                              RE: LETER OF COMFORT
                              --------------------

We refer to your application dated 25th November, 2006 relating to the subject
above and wish to inform you that the validity period of your Reconnaissance
Licence at Sefwi Bekwai in the Western Region will be extended for a 12-month
period subject to the payment of a consideration fee of US$10,000.00 (Ten
Thousand United States Dollars).

Accordingly, you are advised to pay the amount to the Commission before the
extension will be granted.

The offer remains open for a period of thirty (30) days from the date of this
letter. If it is not accepted within the said period your application for
extension of the licence shall lapse.

                                Yours faithfully,

                               /s/ Amponsah Tawaih
                                (AMPONSAH TAWIAH)
                        DIRECTOR, MONITORING & EVALUATION
                              For: CHIEF EXECUTIVE

cc:      Chief Accountant
         Minerals Commission
         Accra




accunt serv Extension Offer - RecEOK

<PAGE>

[LOGO]    MINERALS COMMISSION
          ----------------------------------------------------------------------
          #12 Switchback Road Residential Area, Cantoments
          P. O. Box M 248 Accra - Ghana
          Tel: (233-21)772783/772786/773053/771318  Fax: (233-21)773324
          Email: minom@mincomgh.org
          website: www.mincomgh.org.


          RL.2/ 100                                            20 December, 2006

The Managing Director
Haber Mining Ghana Limited
P. O. Box KIA. 16525
Accra

Dear Sir,

                              RE: LETTER OF COMFORT
                              ---------------------

We refer to your application dated 25th November, 2006 relating to the above
subject matter.

The validity period of your Reconnaissance Licence at Sefwi Bekwai area in the
Western Region, is being extended for 12 months with effect from the date of
this letter.

At the end of the period, you will be required to submit the following documents
for the renewal of the licence.

     a.   Three (3) copies of a comprehensive technical terminal report, with
          maps, sections, assay results, budgeted work programme, where
          applicable;
     b.   Detailed financial report;
     c.   Eight (8) copies of a site plan indicating areas to be relinquished
          and those to be retained in accordance with Section 38(1) of Minerals
          and Mining Act, 2006 (Act 703);
     d.   Evidence of annual ground rent payments; and
     e.   An Environmental Permit from the Environmental Protection Agency
          (EPA).

                                Yours faithfully,


                                 /s/ Peter Awuah
                                  (PETER AWUAH)
                       PRINCIPAL PLANNING & POLICY OFFICER
                              For: CHIEF EXECUTIVE

cc:       - The Head, Inspectorate Division of Minerals Commission, Accra

          - The Director, Ghana Geological Survey, Accra

<PAGE>

[2 GHANA STAMP DUTIES OMITTED]

T H I S   A G R E E M E N T is made the 1 day of December 2005 BETWEEN THE
GOVERNMENT OF THE REPUBLIC OF GHANA (hereinafter called "THE GOVERNMENT")
acting by PROF. DOMINIC K. FOBIH, the Minister of Mines (hereinafter called "THE
MINISTER") of the One Part and UPRIGHTNESS GHANA LIMITED with registered address
at P. 0. BOX AN. 3553, ACCRA NORTH, GHANA (hereinafter called "THE COMPANY") of
the Other Part..
WHEREAS:
--------
A.   It is Government's policy to take all such steps as it deems appropriate
     and effective for carrying out reconnaissance for minerals throughout the
     Republic of Ghana to identify prospective areas of gold, diamonds and base
     metals mineralization.
B.   In pursuit of the above policy Government desires to secure the
     co-operation of companies which possess, the necessary financial and
     managerial qualifications and skills for carrying out mineral operations
C.   The Company, which warrants its financial, technical and managerial
     competence for undertaking mineral operations has declared itself will to
     engage in exploration in Ghana on the understanding that it shall bear the
     sole risk of reconnaissance operations on its own account; and upon
     establishing to the satisfaction of the Government that there are good
     prospects for gold, diamonds and base metals within the area covered by
     this licence may apply for and be granted a prospecting licence, or a
     mining lease subject to the provisions of the Minerals and Mining Law,
     1986, (PNDCL 153).
1.   WITNESSES AS FOLLOWS:
     ---------------------
     The Government hereby grants unto the Company the right to reconnoitre for
     and prove gold, diamonds and base metals in the area described in the
     Schedule hereto and demarcated on the map which forms part of this
     AGREEMENT (hereinafter called "the Licensed Area") excluding any parts

                            LAND REGISTRY NO 113/2006

                                                                               1
<PAGE>

     i.   to hunt game
     ii.  to gather firewood for domestic purposes
     iii. to collect snails
     iv.  to till and cultivate farms
     v.   to observe rites in respect of groves and other areas held to be
          sacred.
     Provided always that where the exercise of these customary rights and
     privileges unduly interferes with or obstructs the operations of the
     Company hereunder, the Company shall make arrangements with members of the
     said local population for the limitation or waiver of such rights and
     privileges, such arrangements to include the payment of compensation where
     necessary. The Government shall furnish such assistance as is reasonably
     required in the making of such arrangements.
4.   CONDUCT OF OPERATIONS:
     ----------------------
     a.   The Company shall conduct all of its operations hereunder with due
          diligence, efficiency and economy to the maximum extent possible
          consistent with good mining industry practice and in a proper
          workmanlike manner observing sound technical and engineering
          principles and practices, using. appropriate modern and efective
          equipment, machinery, materials and methods and pay particular regard
          to the protection of the environment.
     b.   The Company shall maintain all equipment in good repair and all areas
          in safe and good condition and take all practicable steps:
          i.   to prevent damage to adjoining farms and villages;
          ii.  to avoid damage to trees, crops, buildings, structures and other
               property in the Licensed Area; to the extent however that any
               such damage is unavoidable the Company shall pay fair and
               reasonable compensation.

                                                                               3
<PAGE>

          any revenue from its operations hereunder, finance such operations in
          the following manner:
          i.   by converting to Ghana currency through authorized dealers such
               amounts of foreign currency as will be sufficient to cover the
               Company's operating expenses required to be paid in Ghana
               currency including any payments to the Government and third
               parties provided that the terms of any loans obtained abroad for
               the company's operations shall be in conformity with current
               international commercial and monetary conditions.
          ii.  By directly purchasing and/or hiring abroad as is necessary for
               conducting the reconnaissance programme with its foreign currency
               funds and importing to and/or using in Ghana freely and without
               restrictions such machinery equipment materials and services of
               any nature whatsoever as will be required by the Company for its
               operations hereunder.
     b.   The Company may be required to pay all its rentals and other licensing
          fees to the Government in dollars or other freely convertible
          currency, or such currencies as shall be specified by the Bank of
          Ghana.
     c.   All conversions of currency shall be made at the prevailing official
          rates of exchange.
19.  PROSPECTING LICENCE:
     --------------------
     If upon the expiration of this Agreement the Company shall have carried out
     its obligations hereunder without default at that time and shall have
     successfully established to the Government that work done so far by the
     Company justifies further and more detailed enquiry, then the Government
     shall grant to the Company the first option to acquire a

                                                                              12
<PAGE>

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


SIGNED AND SEALED with the SEAL of the               ]
Ministry of Mines and DELIVERED by the Said          ] /s/ Dominic K. Fobih
PROF. DOMINIC K. FOBIH, Minister of                  ]         Minister
Lands, Forestry and Mines for and on behalf of the   ] MIN. OF LANDS, FORESTRY &
Government of the Republic of Ghana in the presence: ]           MINES


/s/ [ILLEGIBLE SIGNATURE]
-------------------------
      CHIEF DIRECTOR
MINISTRY OF LANDS, FORESTS & MINES


The COMMON SEAL/STAMP of the said                    ]
UPRIGHTNESS GHANA LIMITED                            ] [GHANA STAMP OMITTED]
was affixed to these presents and the                ]
same were DELIVERED in the presence of:              ]

/s/ [ILLEGIBLE SIGNATURE]

/s/ [ILLEGIBLE SIGNATURE]
-----------------
MANAGING DIRECTOR

/s/ [ILLEGIBLE SIGNATURE]

/s/ [ILLEGIBLE SIGNATURE]
------------------
DIRECTOR/SECRETARY

                                                                              15
<PAGE>

                                  OATH OF PROOF
                                  -------------

I [ILLEGIBLE NAME] of Minerals Commission MAKE OATH and SAY that on the 1st day
of December 2005. I was present and saw PROF. DOMINIC K. FOBIH, the Minister of
Lands, Forestry and Mines duly execute the Instrument now produced to me and
Marked "A" and that the said PROF. DOMINIC K. FOBIH can read and write,

Sworn at Accra this 21st day of December 2005


          Before Me




/s/ [ILLEGIBLE SIGNATURE]     [GHANA STAMP OMITTED]    /s/ [ILLEGIBLE SIGNATURE]
-------------------------                              -------------------------
     REGISTRAR OF LANDS                                         DEPONENT
         HIGH COURT
           ACCRA

This is the Instrument Marked "A" Referred to in the Oath of
Sworn before me, this 21st day of December 2005



                     /s/ [ILLEGIBLE SIGNATURE]    [GHANA STAMP OMITTED]
                     -------------------------
                        REGISTRAR OF LANDS


On the 21st day of Dec 2005 at [ILLEDGIBLE] O'clock in the [ILLEDGIBLE] noon
this Instrument was proved before me by the Oath of the within-named
____________ to have been duly executed by the within-named

PROF. DOMINIC K. FOBIH.


                     /s/ [ILLEGIBLE SIGNATURE]    [GHANA STAMP OMITTED]
                     -------------------------
                        REGISTRAR OF LANDS

                                                                              15
<PAGE>

     which shall be relinquished from time to time in accordance with the
     provisions with a right of extension as hereinafter provided.
2.   RIGHTS OF THE COMPANY:
     ----------------------
     a.   The Company shall have the right to conduct such geological and
          geophysical investigations in the Licensed Area as it considers
          necessary for identifying the potential for gold, diamonds and base
          metals mineralization within the licence area but shall conduct no
          excavation, drilling or other sub-surface operations unless it is
          specifically so authorized in writing by the Minister.
     b.   The Company may exercise all or any of the rights and powers granted
          hereunder through agents, independent contractors or sub-contractors.
     c.   The Company shall not conduct any operations in a sacred area and
          shall not without the prior consent of the Minister conduct any
          operations:
          i.   within 20 metres of any building, installations, reservoir, dam,
               public road, railway or area appropriated for a railway; or
          ii.  in an area occupied by a market, burial ground, cemetery or
               within a town or village or an area set apart for, used,
               appropriated or dedicated to a public purpose.
     d.   Nothing contained in this Agreement shall be deemed to permit the
          Company to dispense with the necessity of applying for and obtaining
          any permit or authority which the Company may be required by law or
          regulation to obtain in respect of any works and/or activities to be
          carried out hereunder.
3.   RIGHTS OF THIRD PARTIES:
     ------------------------
     The Company shall not hinder or prevent members of the local population
     from exercising the following customary rights and privileges in or over
     the Licensed Area:

                                                                               2
<PAGE>

     c.   The Company shall provide and maintain in good repair and condition
          proper roads, gates, stiles and fences for the convenient occupation
          of the surface of the Licensed Area.
     d.   The Company shall use its best efforts to exercise the rights and
          powers granted by this Agreement in such manner as not to cause
          interference with or avoidable instruction or interruption to the
          felling of timber by licensed timber operators within the Licensed
          Area and the Government shall furnish assistance to the Company to
          make appropriate arrangements with such operators to permit the
          reconnaissance programme to proceed without interference or delay.
5.   WORKING OBLIGATIONS:
     --------------------
     a.   The Company shall be means of modern geological, geophysical and other
          methods normally associated with reconnaissance and with due diligence
          and within three months of the date of this Agreement or at such time
          as the Minister may specify, commence reconnaissance operations in the
          Licensed Area with a view to establish the existence of gold, diamonds
          and base metals in commercial quantities.
     b.   The Company, having prior to the commencement of this Agreement
          submitted its programme of work to the Government, shall carry out its
          operations in accordance with the programme and the Chief Inspector of
          Mines shall from time to time inspect the operations to ensure that
          the Company does so.
     c.   The Company shall diligently continue to carry out its operations
          hereunder and shall spend as actual direct reconnaissance expenditure
          not less than the minimum amounts specified in its work programme.
     d.   The Company shall spend the minimum amounts stipulated in the work
          programme to be spent for the period of this Agreement and

                                                                               4
<PAGE>

          if at the expiration or termination of the Agreement the Company shall
          not have expended the stipulated minimum, it shall be liable to pay to
          the Government within 30 days from the date of such expiration or
          termination the difference between the amounts actually expended and
          the stipulated minimum for the period of the Agreement provided that
          if the termination shall be occasioned by force majeure or upon
          adequate proof by the Company that gold mineralization does not exist
          in sufficient quantities in the area to warrant completion of the work
          programme, the Company shall not be liable to pay to the Government
          any difference on the stipulated minimum expenditure.
6.   NOTIFICATION OF DISCOVERY OF OTHER MINERALS:
     --------------------------------------------
     The Company shall report forthwith to the Minister, the Chief Inspector of
     Mines, the Director of Ghana Geological Survey and the Chief Executive of
     the Minerals Commission the discovery in the Licensed Area of any other
     minerals and the Company shall be given the first option to explore for and
     work the said minerals subject to satisfactory arrangements between
     Government and the Company.
7.   SAMPLES:
     --------
     a.   The Company shall not during the currency of this Agreement destroy,
          except in analyses, any samples obtained from the Licensed Area
          without the prior consent of the Director of Ghana Geological Survey.
     b.   The Company shall provide the Director of Ghana Geological Survey and
          the Chief Inspector of Mines with such samples from the Licensed Area
          as they may from time to time reasonably request for.
8.   RECORDS:
     --------
     a.   The Company shall maintain at its registered office copies of the
          following:-

                                                                               5
<PAGE>

          movables placed thereon by the Company. Any structures, installations
          and movables not so removed within the said period shall become the
          property of the Government without charge.
17.  FORCE MAJEURE:
     --------------
     a.   Failure on the part of the Company to comply with any of the terms and
          conditions hereof (except the obligations to make payment of monies to
          the Government) shall not be grounds for cancellation or give the
          Government any claim for damages in so far as such failure arises from
          force majeure, the Company having taken all appropriate precautions
          due care and reasonable alternative measures with the objective of
          avoiding such failure and of carrying out its obligations hereunder.
          The Company shall take all reasonable measures to remove such
          inability to fulfill the obligations hereunder with the minimum of
          delay.
     b.   For purposes of this paragraph force majeure includes acts of God,
          war, insurrection, earthquake, storm, flood or other adverse weather
          condition but shall not include any event caused by a failure to
          observe good mining industry practice or by the negligence of the
          Company of its employees or contractors.
     c.   The Company shall notify the Minister within twenty-four hours of an
          event of force majeure affecting its ability to fulfill the terms and
          conditions hereof.
     d.   The period of this Agreement shall be extended for a period of time
          equal to the period or periods during which the Company was affected
          by conditions set forth in sub-paragraph (b) of this paragraph, but
          not to exceed six months in the aggregate.
18.  PAYMENT IN FOREIGN EXCHANGE:
     ----------------------------
     a.   Subject to sub-paragraph (b) of this paragraph the Company shall,
          during the term of this Agreement and so long as it does not derive

                                                                              11
<PAGE>

          i.   full and complete records and books of account relating to the
               reconnaissance programme in Ghana.
          ii.  the detailed records and results of analyses or all
               investigations, surveys and other tests conducted pursuant to the
               provisions of this Agreement.
     b.   The records referred to in the foregoing paragraph shall include
          copies of all geological, geophysical and geochemical investigations,
          relating to the Licensed Area and all maps, drawings and diagrams
          pertaining to these records.
     c.   The said records, with the exception of propriety technical
          information, shall be made available for inspection at reasonable
          times without delaying the reconnaissance programme to the Chief
          Executive, Minerals Commission, the Chief Inspector of Mines upon
          request, and shall be retained in Ghana unless removed with
          Government's consent.
     d.   Failure to keep such records and to produce them for inspection upon
          receipt of reasonable notice may be considered just cause for the
          cancellation of this Agreement.
     e.   Copies of the aforementioned records shall be delivered to the Chief
          Executive of the Minerals Commission and the Chief Inspector of Mines
          on the termination of this Agreement and in the event of the Company
          not continuing mineral operations in the Licensed Area.
9.   REPORTS:
     --------
     a.   The Company shall furnish to the Chief Executive of the Minerals
          Commission, the Chief Inspector of Mines and the Director of Ghana
          Geological Survey not later than the 15th of each third month, a
          report giving a general description of the work done by the Company in
          the preceding quarter and containing a description accompanied by a
          sketch plan of the areas where gold, diamonds

                                                                               6
<PAGE>

          and base metals and any other minerals were found, particulars of the
          type of minerals found and the number and weight of samples taken, if
          any.
     b.   The Company shall furnish to the Chief Executive of Minerals
          Commission, Chief Inspector of Mines and Director of Ghana Geological
          Survey not later than sixty days after the end of each calendar year,
          an Annual Report in such form as may be prescribed.
     c.   All records, reports, plans and information which the Company is
          required to supply to the Government and its agents. pursuant to the
          provisions of this Agreement shall be supplied at the expense of the
          Company.
     d.   Any information or material supplied by the Company to the Government
          pursuant to the provisions of this Agreement shall be treated by the
          Government, its officers and agents as confidential and shall not be
          revealed to third parties except with the consent of the Company
          (which consent shall not be unreasonably withheld) for a period of 12
          months with respect to technical information and 36 months with
          respect to financial information from the date of submission of such
          information. The Government and persons authorized by the Government
          may nevertheless use any such information received from the Company
          for the purpose of preparing and publishing general reports or
          analysis relating to minerals in Ghana.
10.  FINANCIAL OBLIGATIONS
     ---------------------
     a.   The Company shall pay to the Government:
          i.   in consideration of the grant of reconnaissance for gold,
               diamonds and base metals in the Licensed Area an amount of
               (cedis)25,000,000.00 (five million cedis) within 30 days from the
               date of this Agreement.

                                                                               7
<PAGE>

          ii.  A yearly rent of (cedis)41,122,000.00 (one million, one hundred
               and twenty two thousand cedis)
     b.   Payment of the rent specified in the foregoing paragraph shall be made
          yearly in advance, the first year's payment having been made on or
          before the issue of this Agreement.
11.  ASSIGNMENT, MORTGAGE, ETC:
     --------------------------
     a.   The Company shall not assign, mortgage, sublet or otherwise transfer
          any interest conferred by this licence without the prior written
          consent of the Government.
     b.   The Government may impose such conditions on the giving of such
          consent as it thinks fit.
12.  SURRENDER OF PART OF LICENSED AREA:
     -----------------------------------
     a.   The Company may surrender at any time and from time to time, by giving
          not less than three months notice to the Chief Inspector of Mines and
          the Chief Executive of the Minerals Commission, all its rights
          hereunder in respect of any part or parts of the Licensed Area. The
          Company shall be relieved of all obligations in respect of the part or
          parts of the Licensed Area so surrendered except those obligations
          which accrued prior to the effective date of surrender.
     b.   The Company shall leave the part of the Licensed Area surrendered and
          everything thereon in a safe condition, the Company shall take all
          reasonable measures to restore the surface of such part of the
          Licensed Area surrendered and all structures thereon not the property
          of the Company to their original condition. In the event that the
          Company fails to do so, the Chief Inspector of Mines shall make such
          part and everything thereon safe at the expense of the Company.
13.  EXTENSION:
     ----------
     a.   If the Company applies in writing to the Government not less than
          three months before the expiration of this Agreement for an

                                                                               8
<PAGE>

          extension of the term hereof and if the Company shall not be in
          default at that time in the performance of any of its obligations
          hereunder the Company may, subject to the provisions of the law, be
          granted an extension for a period not exceeding 12 months upon such
          terms and conditions as the parties may then agree.
     b.   A further extension may be granted in accordance with the provisions
          of the Minerals and Mining Law 1986, PNDCL 153.
14.  RE-ENTRY BY GOVERNMENT:
     -----------------------
     If the operations and activities of the Company in accordance with the
     reconnaissance programme shall cease in the Licensed Area before the same
     have been completed and if such cessation shall be due entirely to the
     fault of the Company, the Government may, upon giving the notice and
     following the procedure required in paragraph 15 below, re-enter the
     Licensed Area and take possession of all buildings, erections, plants and
     materials thereon without compensation to the Company (such right of entry
     not to prejudice any additional remedy of the Government), and thereupon
     the Agreement shall terminate.
15.  TERMINATION BY THE GOVERNMENT:
     ------------------------------
     a.   The Government may, subject to the provisions of this paragraph, and
          to section 67 of the Minerals and Mining Law 1986, PNDCL 153 terminate
          this Agreement if any. of the following events shall occur:
          i.   the Company shall fail to make any of the payments described in
               this Agreement of the payment date; or
          ii.  the Company shall contravene or fail to comply with any other
               condition of this Agreement; or
          iii. the Company shall become insolvent or commit any, act, of
               bankruptcy or enter into any agreement or composition with its
               creditors or take advantage of any law for the benefit of debtors
               or go into liquidation, whether compulsory or

                                                                               9
<PAGE>

               voluntary, except for the purposes of reconstruction or
               amalgamation; or
          iv.  the Company knowingly submits any false statement to the
               Government in connection with this Agreement.
     b.   if and whenever the Government decides to terminate this Agreement
          pursuant to clauses (i) and (ii) of the preceding sub paragraph, the
          Government shall give the Company notice specifying the particular
          contravention or failure and permit the Company to remedy the same
          within twenty one days of such notice or such longer period as the
          Minister may specify in such notice as reasonable in the circumstance.
     c.   If the Company shall fail to remedy an event specified in clause (i)
          and (ii) of sub-paragraph (a) of this paragraph within the stated
          period, or an event specify in clauses (iii) and (iv) of the said sub
          paragraph shall occur, the Government may by notice to the Company
          terminate this Agreement.
     d.   Upon termination of this Agreement by the Government, every right of
          the Company hereunder shall cease (save as specifcally otherwise
          provided hereunder) but subject nevertheless and without prejudice to
          any obligation or liability imposed or incurred under this Agreement
          or applicable law prior to the effective date of termination.
     e.   No delay or omission or course of dealing by the Government shall
          impair any of its rights hereunder or construed to be a waiver of an
          event specifed in sub-paragraph (a) of this paragraph or an
          acquiescence therein.
16.  ASSETS ON TERMINATION OR EXPIRATION:
     ------------------------------------
     Upon the termination or expiration, of this Agreement, the Company may,
     within sixty days from the effective date of such termination, remove from
     the Licensed Area any structures and installations erected and any

                                                                              10
<PAGE>

          any revenue from its operations hereunder, finance such operations in
          the following manner:
          i.   by converting to Ghana currency through authorized dealers such
               amounts of foreign currency as will be sufficient to cover the
               Company's operating expenses required to be paid in Ghana
               currency including any payments to the Government and third
               parties provided that the terms of any loans obtained abroad for
               the company's operations shall be in conformity with current
               international commercial and monetary conditions.
          ii.  By directly purchasing and/or hiring abroad as is necessary for
               conducting the reconnaissance programme with its foreign currency
               funds and importing to and/or using in Ghana freely and without
               restrictions such machinery equipment materials and services of
               any nature whatsoever as will be required by the Company for its
               operations hereunder.
     b.   The Company may be required to pay all its rentals and other licensing
          fees to the Government in dollars or other freely convertible
          currency, or such currencies as shall be specified by the Bank of
          Ghana.
     c.   All conversions of currency shall be made at the prevailing official
          rates of exchange.
19.  PROSPECTING LICENCE:
     --------------------
     If upon the expiration of this Agreement the Company shall have carried out
     its. obligations hereunder without default at that time and shall have
     successfully established to the Government that work done so far by the
     Company justifies further and more detailed enquiry, then the Government
     shall grant to the Company the first option to acquire a

                                                                              12
<PAGE>


                            UPRIGHTNESS GHANA LIMITED

                              PROPOSED WORK PROGRAM

                                     FOR THE

                           SEFWI BEKWAI RECONNAISSANCE
                                     LICENCE






Prepared by

Joseph Boateng
GhIG 258

<PAGE>

                               GENERAL INFORMATION

INTRODUCTION
Uprightness Ghana Limited (UGL) of P.0. Box AN 3553 Accra North, Accra has been
incorporated in Ghana to invest in and acquire mineral rights and licence to
undertake mineral exploration; it has been authorized to develop, operate and
manage mineral resource and mining lease.
UGL is well resourced and capable of conducting suitable exploration programs on
the reconnaissance licence, which is being applied for. The concession when
granted shall be held by UGL who will have the exclusive right of exploring for
gold on the concession during its one-year tenure. UGL believes that long-term
investment offers the best prospect of commercial returns both for itself and
for the country.
UGL anticipates a sound working relationship with the local inhabitants, the
Bibiani-Anhwiaso-Bekwai District Assembly and the Sefwi Anhwiaso Traditional
council.


LOCATION
The Sefwi Bekwai reconnaissance licence, which covers an approximate area of
564.5sq km, lies in the Bibiani Anhwiaso-Bekwai District of the Western Region.
The concession is situated in map sheets 603D1, 603D3 and 603B3 and is bounded
to the east and west by longitudes 2(degree)10'W and 2(degree)18W respectively
and to the north and south by latitudes 6(degree)33'N and 5(degree)05'N
respectively. The pillar coordinates of the application area are indicated on
the attached concession map. The northern boundary of the proposed concession is
about 70km WSW of Kumasi, the Ashanti Regional capital whereas the southern end
of the concession is approximately 140km NNE of the port city of Takoradi, the
Western Regional capital. It is also approximately 250km WNW of Ghana's capital
city of Accra.

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ACCESS
Access to the proposed concession is good. The main access to the concession
from Accra is via Kumasi along a paved highway to Bibiani and onwards to Sefwi
Bekwai. Another access to the proposed area from Kumasi is via Obuasi and Dunkwa
and westwards to Sefwi Bekwai. The access route from the port city of Takoradi
is via Tarkwa, Ayanfuri and onwards to Sefwi Bekwai and Bibiani. A network of
4WD dirt roads, logging tracks and footpaths traverse application area and
enable access to various parts of the concession. A railway spur line links
Awaso to the main line to Takoradi; this spur line is used to handle bauxite to
Takoradi for export.


GEOGRAPHY
As in most other areas in southwestern Ghana, there are two rainy sessions that
last from March-July and September-November with an average annual rainfall of
1500-2000mm; the dry season lasts from December to February. Daily minimum and
maximum temperatures are in the range 20(degree)-35(degree)-c. The topography in
the north of the concession is characterised by rolling hills with moderate
steep slopes and have elevations in the range 180-220m ASL. The area south of
Sefwi Bekwai has relatively low to moderate relief with elevations in the range
140-180m ASL. In the immediate north of Sefwi Bekwai, is a NE NNE trending
series of flat-topped range of hills that have extensive laterite capping. These
hills have elevations above 200m ASL and crest at 500-530m ASL; the slopes are
generally moderate to steep. The application area is drained by seasonal
streams, which either flow east into the Ankobra or west into the Tano River.
The area features considerable primary forest; which is preserved in most parts
as forest reserves. In several areas, lumbering and farming have rendered the
vegetation secondary.

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INFRASTRCTURE
Bibiani, Sefwi Bekwai, Sefwi Anhwiaso and Awaso are major urban communities
within the concession and are all located along the paved highway from Kumasi.
The Sefwi Bekwai-Wiawso-Juabeso as well as the Sefwi Bekwai-Ayanfuri roads have
either been partly paved or are being paved.
Quite appreciable modem infrastructure (medical facilities, schools,
electricity, portable water, etc.) is available in these major urban
communities. Bibiani, the District capital, Sefwi Bekwai, Awaso and Sefwi Wiawso
offer many modern facilities and amenities; these include hotel accommodation,
medical facilities (hospitals and clinics), communication and education
facilities. Modern recreational facilities are available in the mining towns of
Bibiani and Awaso. All these urban communities and several other semi-urban
settlements and villages have been connected to the national power grid. Police
Stations and Post exist in these urban communities.
UGL will set up an exploration office in Sefwi Bewai and satellite field camps
in Bibiani and Awaso. The exploration office and satellite field camps will
receive the necessary assistance from various Government Departments in Bibiani.
In view of the current mining operations in Bibiani and Awaso, middle and lower
cadres will be locally recruited. Field labour will also be recruited on site on
temporary basis from villages close to the place of work.





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                             GEOLOGICAL ENVIRONMENT


Regional Geology
Ghana is part of the extensive West African Precambrian Shield. Much of
southwestern Ghana, as well as parts of Ivory Coast, Mail and Burkina Faso are
underlain by units belonging to the Proterozoic Eburnean tectonic province (1.8
to 2.0 billion years). These greenstone belts represent island arc volcanism
that has been mildly metamorphosed to lower greenschist facies. In, Central and
Northern Ghana, the Eburnean rocks are covered by flat lying Intracambrian to
early Paleozoic sediments referred to as the Voltaian sequences.

The Eburnean province in Ghana is dominated by three main sequences: the Lower
and the Upper Birimian Series (2.17 - 2.18 billion years), and the marginally
Tarkwaian Series (2.1 - 2.13 billion years). The Lower Birimian Series largely
of phyllites, schists, metagreywackes and in places, metavolcaniclastics. This
dominantly metasedimentary series is conformably overlain and, in part,
interbedded with dominantly metavolcanic units grouped as the Upper Birimian
Series. These metavolcanics include lavas and pyroclastics, but also contain
fine to medium metasediments not unlike the Lower Birimian units. The greenstone
belt differ in some minor respect from the more familiar 'type' Archaean
examples most notably in the absence of banded iron formations, chert, pillow
lavas and komatiites (ultramafic lavas), and by the presence of manganese rich
formations. This difference probably reflects a more oxygen rich environment,
given equal or similar concentration of available iron and manganese. Volcanism
in the belt is regarded as being both sub-aqueous and sub-aerial and of mainly a
tholeiitic (low alkali) composition.

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The Birimian is overlain by a thick Tarkwaian sedimentary sequence. These units
are largely derived from the Birimian rocks and from a variety of granitoid
intrusions that are widespread among the Birimian units. The greenstone belt and
the intervening sedimentary basins were both intruded by massive granites, which
can be loosely divided into 'belt' and 'basin' types. The belt-type granites
seen to be co-magmatic with the belt volcanics, as suggested by limited
radiometric age dating of both types at 2.1 billion years old. There is also
radiometric dating evidence indicating that most of the hornblende bearing
unfoliated belt-type granitoids are also older (60-90 million years) than the
biotite foliated basin granites in the Sunyani and Kumasi basin. Belt-type
granitoids, which are usually smaller bodies but more widespread are believed to
be mantle sourced ("I-type"). In contrast, basin-type granitoid generally show
narrower compositional ranges that suggest a partial melt from the base of the
sedimentary pile ("S-type").

Structurally, the Birimian units are intensely folder and faulted, whereas the
Tarkwaian units display more broad-scale folding and overall less tectonic
disruption. It is suspected that certain deep intra-basin faults, such as that
at Asankrangwa, gave rise to mantle sourced granites (ie "belt granites") and
volcanics. The 125 kilometres long Asankrangwa shear belt incorporates little
actual lava but. includes pyroclastic material (volcanic tuff) and chemical
sediments typical of major belt/basin boundary fault (manganese, silica and
sulphide rich lenses). Both the Birimian and Tarkwaian display low or medium
grade regional metamorphic effects.

In general, contacts between the Lower and Upper Birimian, as well as the
overall distribution of the Tarkwaian sediments, are closely aligned along major
regional structures that trend northeast and extend for hundreds of kilometres.

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These structures are vital to gold exploration, since virtually all the major
known gold occurrences are closely associated with them.
The concession lies within the central portion of Kumasi Basin and is located
close to its contact within the Sefwi Belt to the west and the Asankragwa-Manso
Nkwanta Belt to the east. Regional mapping (GGS in 1970s and Hirdes et al, 1993)
revealed a fairly thick sequence of folded Birimian metasediments (greenschist
facies) that have been intruded by numerous small and very large basin-type
granitoids. The recent mapping indicates that the sediments consist of a variety
of sedimentary lithofacies that are made up a combination of interbedded
argillites (distal fades), coarse clastic (greywackes), volcaniclastics
(proximal facies) and minor chemical sediments.


Gold Mineralisation
Primary gold mineralisation in Ghana is predominantly associated with NE-SW
trending Proterozoic "greenstone" belts, separated by sedimentary basin, which
together form part of the West African Craton. The craton is believed to have
remained geologically stable for the last 1.7 billion years. Over 80% of Ghana's
current (and historic) gold production is derived from Birimian metasediments,
usually broadly described as "phyllites" and tuffs. The major historic mines
still producing, such as Obuasi, Prestea and Bogusu occur close to, but not on
the Ashanti greenstone belt's lithological contact with the Kumasi Basin
metasediments.


Structurally, the deposits occur on deep-seated, high-angle, near-contact faults
that have both shear and crosscutting components and which display several splay
and parallel developments. Gold deposits occur within structural dilational
zones as both sulphidic and carbonaceous quartz reefs/veins and in association
with disseminated iron sulphides. Frequently gold is associated, in a regional
sense, with chemical sediments. Disseminated gold has, on average, a 900

                                       -6-

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fineness or more. Where free gold occurs in carbonaceous quartz, with little
sulphide development, fineness may drop to as low as 730 mainly at the expense
of silver. Base metal content (copper, lead, zinc) of all Ghanaian Birimian
hosted gold deposits is low, though in carbonaceous quartz, gold is occasionally
associated with very minor lead and antimony sulphides.


The major belt-basin boundary structures have aggregate NE-SW strikes exceeding
100 kilometres in length. Deposits in dilational zones may maintain grades and
widths to depths exceeding 1 kilometre. There is relatively little supergene
enrichment in oxide zones and primary gold mineralisation is in many instances
higher tenor than its oxidized equivalent.


If the small (90,000 ounce) annual production of alluvial gold is discounted,
the remaining 20% of Ghana's gold is hosted by belt-type granitoids (Ayanfuri),
small deposit in Birimian lavas, or detrital deposits in the Tarkwaian "blanket"
conglomerate (Tarkwa, Iduapriem and Teberebie). Hydrothermal stockwork
minerlisation in Tarkwaian quartzites at Damang accounted for 270,000 ounce of
production in 1999. This is the first producing Tarkwaian hydrothermal stockwork
deposit in Ghana and is associated with a major anticline in Tarkwaian sediments
within the southern end of the Ashanti belt.


The two principal types of gold occurrence in Ghana are the lode or vein type,
which occur along northern trending structures in the Birimian and the lower
grade paleo-alluvial or blanket type, which occur in the younger overlying
Tarkwaian conglomerates. The vein deposits referred to above are usually found
within or in close proximity to the contact zones between the Birimain volcanics
and Birimain sediments.

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Substantial amounts of gold mineralisation also occur in association with
disseminated sulphides in the vicinity of quartz veining and also as a dominant
form of mineralisation with relatively minor quartz. Sulphide mineralisation
occurs most abundantly at the south end of the Ashanti zone and at Bogosu.


GEOLOGY OF APPLICATION AREA

Lithologies and Structure
-------------------------
Metamorphosed marine sediments and volcaniclastics of the Birimian supergroup
underlie the concession area in the south and on the western edge. The Asenanyo
Batholith, a large basin-type granitoid, underlies the northern part of the
concession. Outcrop in the application area is generally poor. Except for few
visible outcrops observed, the entire application area is hidden under a thick
saprolitic overburden and in several areas by lateritic cappings.
Birimian metasediments
----------------------
The southern part of the concession is underlain by thinly bedded argillites,
thinly bedded coarse greywacke beds and interbedded argillites and greywackes
metamorphosed to greenschist facies. These sequences pass eastwards into a
section of carbonaceous phyllites and westwards into a section of pyritic
metacherts and tuffaceous units.
Birimian volcaniclastics
------------------------
Exposures of volcaniclastics, which are mainly metatuff with interbedded schists
and phyllites with occasional pyritic metacherts, are not just limited to the
Kumasi Basin Sefwi Belt contact zone but stretch over a wide zone in the
southern portion of the application area. They also occur as small exposures in
intrusive batholiths in the northern part.
Intrusive Rocks
---------------
Undifferentiated, mainly intermediate composition basin-type granitoids outcrop
over a large surface area, particularly in the northern half of the application
area. The largest granitoid in the concession area is the Asenanyo Batholith, in
which biotite is the dominant mafic mineral; it is typically foliated.

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Structure
The structure in the application area features NE trending folds, which have
steeply dipping axial fold planes: in many places there are indication of
isoclinal folding. A major regional fault runs NE across the southern half of
the area. It appears to splay off the Bibiani fault system, veers off and runs
in northeasterly direction north of Sefwi Bekwai and Awaso. Several lineament
evident in satellite images run NW-SW, E-S and N-S in the area but they appear
to be less prominent.


PREVIOUS WORK IN APPLICATION AREA
The area was initially mapped by the Ghana Geological Survey (GGS) in the early
1970s to early 1980 (Dabowski, 1972; Trashliev, 1972; Senger, 1984) and
re-examined during the BGR/GGS mapping program (Hirdes et al, 1993) in late
1980s to early 1990s. The airborne geophysical survey carried out in 1995-96 by
Aerodat Inc covered the southern half of the concession. Gold mining and
exploration activities, which began in the Bibiani area in the late 1890s, was
extended to the south of the proposed area in the early 1900s. A few companies
acquired small concession covering Affoh and other prospects to work alluvial
and eluvial gold deposits in the saddles between the bauxite-capped hills north
of Awaso. The southern part of the application area did receive some attention
from a few local and foreign companies in the 1990s. Billiton group, Golden Rule
Resources and Opawka Exploration Inc, had acquired the ground around Sefwi
Bekwai and Awaso to prospect for bedrock and alluvial gold occurrences. Most of
these licences have since been allowed to lapse.


Prospects in Application Area
Three major prospects known in the area are Afoh Atruinso and Asanwinso. The
Affoh and Atriunso prospects are located within the Awaso mining lease of Ghana
Bauxite company. The Afoh prospect consists of auriferous, small lenticular
quartz veins and gold bearing lateritic or bauxitic materials. At Atriunso, gold
is hosted in laterite, bauxite and small quartz veins. Hirdes et al (1993)
report that gold mineralisation is related to small quartz veins in
argillite/volcaniclastic units at the Asawianso. Records of recent exploration
work in the application area are not available.

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Types Of Gold Occurrences
There have been four main types of gold deposits in Ghana. These include the
following;
     i.   Recent unconsolidated placers
     ii.  Ancient paleoplacers in Tarkwaian conglomerates
     iii. Vein systems hosted primarily in Birimian metasediments and to a
          lesser extent, Birimian volcanics/volcaniclastics
     iv.  Deposit associated with intrusives

Exploration in the past and more recent mapping in the concession area has
indicated that the few known occurrences of lode mineralisation are associated
with both major and minor faults. There are also fairly widespread indications
of alluvial gold.
The hostrocks for gold mineralisation include argillites and greywackes that
have undergone low-grade greenschist metamorphism. The rocks are variably shear
and locally strongly graphitic and altered. Quartz vein is typically narrow and
are mainly strings.


Styles Of Mineralisation
The known types of gold mineralisation in the application area and in the
general basin area are:
     o    Recent placer gold derived from erosion and reworking of weathered
          vein and sulphide mineralisation in the modern drainage systems.
     o    Lateritic gold/oxidised ores comprising mainly clays, boulders of
          hard, ferruginous concretionary and mottled laterite and quartz. Gold
          is fee milling and very fine.

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     o    Mineralisation in highly deformed and altered sediments (greywackes,
          phyllites) including narrow quartz veins, stringers and stockwork with
          or without strong sulphide mineralisation in wallrocks.

The proposed concession is therefore highly considered for these recognised
styles of mineralisation.




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                                  WORK PROGRAM

Uprightness Ghana Limited (UGL) intends to prospect for gold in the proposed
concession, which lies along the western margin of the Kumasi Basin and close to
the Sefwi Belt.
Geologically, there are very widespread indications of extensive historical
small-scale operation in the Kumasi Basin particular along its contact with
either the Sefwi belt to the west or the Ashanti belt to east. Although the
selected area will not rate highly in comparison to many other areas in
southwestern Ghana, certainly the apparent regional structure across the
proposed application area would warrant future evaluation.

Meetings will be held with government officials, traditional rulers, elders,
opinion leaders and the general public to fully inform the local population of
UGL's position, motives and plans for the proposed concession. Lines of
communication will be established with relevant authorities to enhance rapid
resolution of any problems. An elected farmers' committee will be set up to
negotiate term and rates for compensation of any damaged property or crops that
would be damaged by exploration activities on the concession.
A staff compliment comprising 1 geologist, 1 geological technician, 4 field
assistants and 20 unskilled casual labour will be engaged for field work on the
concession. Capital equipments including water pumps, gensets, communication
equipments, computers and assorted feld equipments will be purchased. A 4WD
vehicle will be hired for work.


Review of Previous Work and Available Data (1 month)
A desk study will precede fieldwork to design the appropriate exploration
methods that may be pursued. All known information on the general area


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including lithology, structure, types of gold mineralisation, records of old
working, geochemical and geophysical data will be collated and evaluated. A
consulting Geologist in the review of literature will assist the company's
geologist assigned to the project.

Reconnaissance Visits
Short field visits will be undertaken prior to the commencement of prospecting
work. Field visits will be undertaken to prospective areas selected on the basis
of literature review in the first month. These visits will aim at assessing
possible infrastructural constraints, some of which may be critical and would be
of significance in our initial exploration work. Historical working sites
indicated in reports would also be visited.

Surveying
A Survey contractor will be contracted to undertake survey work that will
establish the boundaries of the proposed concession. Pillars will be then
erected at the various pillar locations.

Reconnaissance Work
The initial reconnaissance exploration work will involve broad-scale geological
mapping and stream sediment sampling, which have proven to be an effective means
to detect the presence of possible gold-bearing structures and to prioritise
areas for more detailed prospecting and exploration. The assessment of old
workings and other gold indices, which would be located using old records, local
knowledge and general reconnaissance, will be undertaken during this phase of
work.

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Regional Stream Sediment and HMC Sampling
The sampling program will be designed to cover the entire concession. A sampling
density of 1 sample per sq.km will be adopted in order to effectively locate
possible gold-bearing structures or bodies.
Two types of sampling will be taken; one type (active) will be taken from
straight portions of stream channels where the sediment would include typical
sediment load and a small proportion of heavy minerals such as gold; the second
type (trap) will be taken from areas in the channel where concentrations of
heavy minerals would be expected.
The stream sediment sampling program will thus involve the collection to minus
80 mesh silt fraction and minus 1mm Bulk Leach Extractable Gold (BLEG) samples
and heavy mineral concentrate. All silt fraction and BLEG samples will be
analysed for gold by Aqua Regia with AAS finish and Bottle Roll cyanide leach
extraction with AAS finish respectively,
Approximately 500 samples are expected to be generated.

Rock-float and Bedrock (Outcrop) Sampling
Outcrop and float sampling will be routinely undertaken in areas drained by
streams from which visible gold would be recorded in panned concentrates.
Sampling will however, be guided by the abundant evidence of shearing , tectonic
and hydrothermal brecciation, silicifcation, pyritisation and the presence of
secondary iron oxides/hydroxides. Particular attention will be paid to limonite
and iron-stained quartz veins and bedrock exposures.
Approximately 200 rock-chip and grabs samples are expected to be generated.

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Geological Traverses and Mapping
Mapping will be undertaken alongside the stream sediment-sampling program and be
presented on a scale of 1:25,000. In areas where a regional shear zone has been
established, mapping will be on a scale of 1:10,000. The existing geological
maps of the area compiled by BGR/GGS on 1:50,000 scale will be used as guides
during the mapping program. This program is aimed at identifying various
lithologic units, discernible alteration zones, structures and favorable
hostrocks.

Assessment of Old Workings and Other Gold Indices
The aim of this assessment is to describe and categorize the likely types of
occurrences, rank them according to priority for further work and to determine
the nature of such further work. The following geological and sampling
techniques will be employed at this stage of operation:

 -   rehabilitation of old workings
 -   sketch geological mapping
 -   grab/selective sampling of dumps, outcrops or tailings
 -   drainage sampling in the immediate vicinity of occurrence
Approximately 200 samples are expected to be generated.

FOLLOW-UP WORK
This follow-up work will aim at isolating and evaluating bedrock sources of
stream geochem anomalies. This work will entail the following:

     1.   Lithologic and structural studies
     2.   Reconnaissance Soil Sampling
     3.   Preliminary Ground Geophysical Survey.

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Lithologic And Structural Studies
This will involve air photo/ landsat and airborne geophysical data
interpretation to identify and highlight structural and lithologic features
within the concession. This study will better define the regional structures
that may host gold mineralisation. It may likely confirm the extension of the
Yamfo-Kenyase structural corridor which host notable gold deposits to the
south. It will also aid in the identification of indications of intensely
sheared and mineralized granitoids reported to be favourable hostrock in the
general area. The regional air borne geophysical data collected by Aerodat and
High Sense as part of their surveys will be purchased for interpretation by an
independent consultant.

Reconnaissance Soil Sampling
Reconnaissance soil sampling to cover areas with significant stream geochem
anomalies and areas where favorable structures have been interpreted will follow
the regional lithologic and structural studies.
This phase of operation will include:-

Gridding
 -   establishment of baseline
 -   cutting of offset lines at 400-metre intervals.
A survey contractor will be contracted to traverse from the nearest government
trigonometric beacon onto the proposed concession and to establish a common
point for a local grid that would be tired into the Ghana National Grid. The
coordinates for this point will be checked and confirmed using a precision
Global Positioning System (GPS) survey instrument.
A baseline will be set out parallel to the geological or structural trend as
defined by the landsat and airborne geophysical data. Grid crosslines will be
out at 400m intervals to provide control for a reconnaissance soil sampling
program. Areas with significant anomalies on the 400metre lines will be
resurveyed with additional crosslines at 200m, 100m and 50m line spacing.

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Sampling
Soil sampling at 50metre spacing along lines will be undertaken at the initial
stage and every second sample will be analysed for gold; if the results from the
first set of analyses produce anomalies, the adjacent sample will be analysed.
In-fill grid will require sampling at 25metre interval.
Approximately 1500 soil sample are expected to be generated

Ground Geophysical Surveys
The reconnaissance soil survey will be followed by an Induced Polarization (IP)
survey in conjunction with combined Ground Magnetic-VLF survey over selected
target areas with demonstrated gold mineralisation potential. The intent of the
survey is to provide a better indication of bedrock geology, gold-sulphide
mineralisation and gold-quartz veins systems. It will also assist in the
identification and definition of bedrock structures.
A contractor, Spectral International, who has conducted many similar surveys in
Ghana over the past several years, will be contracted to carry out the survey.

Limited Pitting And Trenching
Where warranted, permission would be sought from the Minerals
Commission/Minister to undertake the excavation of a limited number of pits and
trenches to test major soil anomalies and for further assessment of promising
old workings by trenching. Pits and trenches will be hand-dug to depths of 4m
and 3m respectively and channel or grab sampled as appropriate.
Approximately 200 samples are expected to be generated.

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ENVIRONMENTAL ISSUES
UGL will adopt a responsible mind-set that clearly recognizes the need to
minimize environmental damage in all stages of the work program.
Line cutting for control on soil sampling will be minimized and we anticipate
much of the bush will grow in 6-12 months. Large trees along grid lines will not
be cut. Soil sample holes will be back-filled immediately after each sample is
taken to ensure only minor, temporary surface disturbance.
Destruction of food and cash crops will be minimize during the soil sampling
program and farmers will be adequately compensated for cash and food crops
damaged or destroyed
The costs of reclamation work and compensation have been factored in the
proposed exploration budget.


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                                 PROPOSED COSTS


Review Of Previous Exploration Data


Consultant                                                             $3000

1 Geologist @ (cent)250,000/day
for 30 days                                        (cent)7,500,000


                                        Sub-Total= (cent)7,500,000     $3000


Reconnaissance Work (3-months)


Staff/Labour Requirements
-------------------------

1 Geologist @ (cent)250,000/day
for 90 days                                        (cent)22,500,000

1 Geological Technician @ (cent)150,000 / day
for 90 days                                        (cent)13,500,000

4 Field Assistants @ (cent)75,000/man/day
for 90 days                                        (cent)27,000,000

20 Unskilled Casual Labour @ (cent)30,000/man/day
for 80 days                                        (cent)48,000,000

Transport
---------

1 Hired 4WD Vehicle @ $100/day for 90 days                             $9,000

Vehicle running cost @ (cent)180,000/day
for 90 days                                        (cent)16,200,000

Field Consumbles/Supplies
-------------------------

Hand and Mineral processing tools,                 (cent)20,000,000    $2000
Safety equipment, sample bags, etc

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Capital Equipments
------------------

Computers, Communication gadgets                                       $10,000
Water pumps, genet, etc

Administrative and Support Expenses
-----------------------------------

Office and Camps setup and running costs,          (cent)30,000,000
Utilities and services, travel cost, legal
and other retainer fees, etc

Licencing costs and Compensation
--------------------------------

Licence application cost, community                (cent)70,000,000
donations, crop compensation, etc

Assay costs
-----------

500 stream sediment samples @ $8.50/sample                             $4250
200 rock-chip and grab samples @ $7.50/sample                          $1500


                                        Sub-Total= (cent)247,200,000   $26,750


FOLLOW-UP WORK (6 months)


Staff/Labour Requirements
-------------------------

1 Geologist @ (cent)250,000/day
for 180 days                                       (cent)45,000,000

1 Geological Technician @ (cent)150,000/day
for 180 days                                       (cent)27,000,000

4 Field Assistants @ (cent)75,000/man/day
for 180 days                                       (cent)54,000,000

20 Unskilled Casual labour @ (cent)30,000/man/day
for 156 days                                       (cent)93,600,000

Transport
---------

1 Hired 4WD Vehicle @ $100/ day for 180 days                           $18,000

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Vehicle running costs @ (cedis)180,000/ day
for 180 days                                     (cedis)32,400,000

Field Consumbles/Supplies
-------------------------

Same as above                                    (cedis)15,000,000       $2000

Data Acquisition and Interpretation
-----------------------------------

Airphotos, Landsat imagery, Airborne                                    $15,000
Geophysical data, relevant Geological
data

Administration and Support Expenses
-----------------------------------

Same as above                                    (cedis)70,000,000

Pitting and Trenching
---------------------

20 pits (1 * 1 * 4m) @ (cedis)60,000/m3           (cedis)4,800,000

200 metre trenching (3 metres depth)
@ (cedis)25,000/m3                                (cedis)15,000,000

Technical Consultancy
---------------------

Surveying/Geodetic                               (cedis)50,000,000

Geophysical Surveys                                                     $10,000


Assay Costs
-----------

1500 soil samples @ $8.50/sample                                        $12,750

400 rock channel and grab samples @ $7.50/sample                        $3,000


                                      Sub-Total= (cedis)406,800,000      $60,750




ASSESSMENT OF DATA & REPORT PREP
--------------------------------

General Consulting                                                      $10,00


                                      -21-
<PAGE>

Geologist's Salary                               (cedis)15,000,000

Geological Technician's salary                   (cedis)9,000,000
Computing, Database and GIS work,

Drafting, Reprographics, etc                     (cedis)15,000,000       $3,000


                                      Sub-Total= (cedis)39,000,000       $13,000

                                    Grand Total= (cedis)700,500,000     $103,500



                                                               /s/Joseph Boateng

                                                                  Joseph Boateng





                                      -22-
<PAGE>

                            UPRIGHTNESS GHANA LIMITED

      PROPOSED SCHEDULE OF EXPLORATION ACTIVITIES-SEFWI BECKWAI CONCESSION

<TABLE>
<CAPTION>
---------------------------------- ------------------------------------------------------------------------------------------------
                                                                           PERIOD (months)
---------------------------------- ------------------------------------------------------------------------------------------------
<S>                                      <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>    <C>     <C>     <C>
Activity                                 1       2       3       4       5       6       7       8       9      10      11      12
----------------------------------   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----
view of Previous work
----------------------------------   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----
eam Sediment Sampling
----------------------------------   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----
neral Mapping and Rock Samp.
----------------------------------   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----
sessment of Old Workings
----------------------------------   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----
photo/Landsat Interpretation
----------------------------------   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----
borne Geophysical Study
----------------------------------   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----
connaissance Soil Sampling
----------------------------------   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----
eliminary Ground Geophy.Survs
----------------------------------   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----
sessment of Data and Rept. Prep.
----------------------------------   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----
</TABLE>


<PAGE>


THIS IS THE PLAN REFERRED TO




IN THE ANNEXED RECONNAISSANCE LICENCE




DATED THIS 1 DAY OF December 2005





                     Minister
        MIN. OF LANDS, FORESTRY & MINES


        /s/ [ILLEGIBLE SIGNATURE]

THE HON. MINISTER OF LANDS, FORESTRY AND MINES


                [STAMP OMITTED]

<PAGE>

     prospecting licence in the Licensed Area, subject to negotiation with the
     Government of satisfactory terms for such licence.

20.  NOTICE:
     -------
     Any application, notice, consent, approval, direction, or instruction
     hereunder shall be in writing and shall be served by hand or by registered
     mail. Delivery by hand shall be deemed to be effective when made, and
     delivery by registered mail shall be deemed to be effective at such time as
     it would in the ordinary course of registered mail be delivered to the
     addressee.


                         THE SCHEDULE ABOVE REFERRED TO:
                         -------------------------------

     All that piece or parcel of land containing an approximate area of 560.99
     square kilometres lying to the North of Latitudes 6(degree) 20' 00",
     6(degree) 16' 48", 6(degree) 16' 40", 6(degree) 16' 30", 6(degree) 16' 28",
     6(degree) 16' 15", 6(degree) 16' 00", 6(degree) 16' 05", 6(degree) 15' 58",
     6(degree) 15' 25", 6(degree) 15' 00", 6(degree) 13' 38", 6(degree) 13' 05",
     6(degree) 13' 08", 6(degree) 13' 45", 6(degree) 13' 40", 6(degree) 14' 08",
     6(degree) 15' 45", 6(degree) 13' 00", 6(degree) 12' 22", 6(degree) 11' 50",
     6(degree) 10' 45", 6(degree) 10' 20", 6(degree) 07' 14", 6(degree) 09' 10",
     6(degree) 09' 22", 6(degree) 10' 55", 6(degree) 17' 40", 6(degree) 16' 42",
     6(degree) 17' 30" and 6(degree) 20' 00"; South of Latitudes 6(degree) 22'
     22", 6(degree) 25' 55", 6(degree) 26' 48", 6(degree) 27' 10", 6(degree) 29'
     49", 6(degree) 32' 50", 6(degree) 28' 05", 6(degree) 25' 00", 6(degree) 20'
     30", 6(degree) 21' 05", and 6(degree) 20' 20"; East of Longitudes 2(degree)
     19' 08", 2(degree) 19' 18"  2(degree) 19' 15 , 2(degree) 19' 45" 2(degree)
     21' 00", 2(degree) 20' 34", 2(degree) 19' 49", 2(degree) 19' 10", 2(degree)
     22' 30"  2(degree) 21' 35", 2(degree) 23' 00", 2(degree) 21' 48", 2(degree)
     22' 05", 2(degree) 22' 20", 2(degree) 21' 55", 2(degree) 21' 32", 2(degree)
     20' 32", 2(degree) 19' 52", 2(degree) 20' 40", 2(degree) 19' 45", 2(degree)
     19' 13", 2(degree) 17' 45", 2(degree) 16' 30" and 2(degree) 17' 32"; West
     of Longitudes 2(degree) 15' 00", 2(degree) 15' 28", 2(degree) 15' 08",
     2(degree) 15' 10", 2(degree) 16' 30", 2(degree) 16' 52", 2(degree) 16' 15",
     2(degree) 16' 00", 2(degree) 15' 55", 2(degree) 15' 30", 2(degree) 15' 42",
     2(degree) 17' 20", 2(degree) 16' 19", 2(degree) 08' 25", 2(degree) 07' 42",
     2(degree) 10' 25", 2(degree) 12' 10", 2(degree) 12' 50" and 2(degree) 14'
     42" in the Atwima, Sefwi Wiawso, Wassa Amenfi and Bibiani-Anwhiaso-Bekwai
     Districts of the Ashanti and Western

                                                                              13
<PAGE>

     Regions of the Republic of Ghana which piece or parcel of land is more
     particularly delineated on the plan annexed hereto for the purposes of
     identification and not of limitation.






                                                                              14
<PAGE>

                         AGREEMENT FOR THE ASSIGNMENT OF
                             RECONNAISSANCE LICENSE



                                     BETWEEN



                            UPRIGHTNESS GHANA LIMITED


                                       AND


                           HABER MINING GHANA LIMITED




                      Dated the 26th day of September 2006


<PAGE>

THIS AGREEMENT is made this 26th day of September 2006

BETWEEN

UPRIGHTNESS GHANA LIMITED a company incorporated under the laws of the Republic
of Ghana whose physical address is P.O.Box AN. 3553, Accra-North Ghana
(hereinafter referred to as the "Assignor") of the one part;

AND

HABER MINING GHANA LIMITED a company incorporated under the laws of the Republic
of Ghana whose physical office address is Number 1, 4th Circular Close, SSNIT
Estates, Cantonments Accra, Ghana (hereinafter referred to as the "Assignee") of
the other part.

WHEREAS:

A.   The Assignor is a company incorporated under the laws of the Republic of
     Ghana and is the registered owner of a Reconnaissance License issued by the
     Government of the Republic of Ghana on the 1st December 2005 in respect of
     a parcel of land in the area described in the Schedule to this Agreement;

B.   The Assignee is a company incorporated under the laws of the Republic of
     Ghana;

C.   The Assignee has ofered to acquire the rights of the Assignor under the
     Reconnaissance License for the unexpired term thereof;

D.   The Assignor has agreed to assign to the Assignee, its rights under the
     Reconnaissance License for the unexpired term thereof;

E.   The Assignor and the Assignee have agreed to enter into this Agreement to
     set the terms under which the residue of the term of the Reconnaissance
     License and Licensed Area will be assigned.


                                                                               2
<PAGE>

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.   Definition and Interpretation

     1.1  In this Agreement unless the context otherwise requires, the following
          expressions shall have the following meanings:

          "Business Day"                    means any day on which banks are
                                            open for business in the Republic of
                                            Ghana;

          "Effective Date"                  means the date on which the Minister
                                            gives his consent to the assignment
                                            hereby made;

          "Licensed Area"                   means the area described in the
                                            Schedule to this Agreement  and
                                            demarcated on the map which forms
                                            part of this Agreement with respect
                                            to which the Government of Ghana
                                            issued the Reconnaissance License;

          "Minerals"                        means gold, diamonds and base metals
                                            covered by the Reconnaissance
                                            License;

          "Minister"                        means the Minister responsible for
                                            mining;

          "Parties"                         means the Assignor and the Assignee,
                                            and the expression 'Party' shall be
                                            construed to mean any of the
                                            Parties;

          "Reconnaissance
            Licence"                        means the licence issued by the
                                            Minerals Commission in favour of the
                                            Assignor to reconnoiter for and
                                            prove gold, diamonds and base metals
                                            in the Licenced Area.


                                                                               3
<PAGE>

          "This Agreement"                  means this Agreement, as varied from
                                            time to time, pursuant to its terms.

     1.2  The residue of the term of the Reconnaissance License is the period of
          time from the effective date of this Agreement to 30th November 2006
          when the Reconnaissance License shall expire.

     1.3  The Recitals form part of this Agreement and shall have the same force
          and effect as if set out in this Agreement.

     1.4  Unless otherwise specified, words importing the singular include the
          plural, words importing any gender include every gender, and words
          importing persons include bodies corporate and unincorporated, and (in
          each case) vice versa.

     1.5  The headings are inserted for convenience only and shall not affect
          the construction of this Agreement.

2.   Consideration

     2.1  In consideration of the Assignee paying to the Assignor the sum of
          three hundred thousand United States dollars (US$300,000.00) (receipt
          of which the Assignor hereby acknowledges) the Assignor hereby ASSIGNS
          to the Assignee, and the Assignee hereby accepts the rights under the
          unexpired legal and beneficial interests of the Assignor under the
          Reconnaissance License and Licensed Area.

     2.2  the Assignee shall pay the consideration stated in clause 2.1 as
          follows:

          (a)  Two hundred thousand United States Dollars (US$ 200,000.00) upon
               the signing of this Agreement by the Parties; and

          (b)  One hundred thousand United States Dollars (US$ 100,000.00) no
               later than thirty (30) days after the signing of this Agreement
               by the Parties.

                                                                               4
<PAGE>

WARRANTIES

3.   Government Consent

     The Assignment of the residue of the term of the Reconnaissance Licence
     hereby made to the Assignee is subject to the consent of the Government of
     the Republic of Ghana.

4.   Extension

     4.1  The Assignor warrants that it has applied to the Government of Ghana
          for an extension of the term of the Reconnaissance Licence in
          accordance with clause 13 of the License Agreement dated 1st December
          2005 under which it was granted the License to reconnoiter for
          minerals in the Licensed Area and has obtained confirmation from the
          Government of the Republic of Ghana that it shall renew the
          Reconnaissance Licence when it expires on 30th November 2006.

     4.2  The Assignor warrants that it shall make available all relevant
          information and other support that might be required by the Assignee
          or the Government of the Republic of Ghana for the purposes of
          extending the term of the Reconnaissance License.

     4.3  The Assignor further warrants that it shall provide to the Assignee on
          the effective date of this Agreement:

          (i)  all assay, testing, drilling, sampling, geological information or
               any other information relating to the Reconnaissance License and
               the Licensed Area in its possession; and

          (ii) the name and addresses of the person who provided the
               reconnaissance estimates in the License Agreement referred to in
               clause 4.1 of this Agreement.

5.   Full Powers

     The Parties warrant to each other that they have the full authority and
     consents of their respective Board of Directors to enter into this
     Agreement.

                                                                               5
<PAGE>

In the case of Uprightness Ghana Limited

To:                Hon. Alex Adjei

Address:           P.O Box 3553, Accra-North

Telephone:         +233-024-4020884, +233-020- 820884,
                   +233-021-305770

Fax:               +233-021-236999


In the case of Haber Mining Ghana Limited

To:                Prof. Edward Solomon Ayensu

Address:           No. 1,  4th Circular Close, SSNIT Estates, Cantonments
                   Accra. P.O. Box KIA 16525, Accra Ghana.

E-mail:            eayensu@ghana.com

Telephone:         +233-021-778677

Fax:               (233-21) 761315-6


14.2 A notice sent by facsimile or electronic mail should be confirmed by letter
     sent by prepaid courier service, registered or certified mail and where
     documentary evidence exists that a confirmatory letter was dispatched non
     receipt of that letter does not invalidate the notice sent by facsimile or
     electronic mail.

14.3 In each case the notice is to be addressed to the Party to whom it is
     intended at its last known address as stated herein, (which includes an
     electronic mail address, and/or facsimile number) or at such other address
     as the intended recipient shall have designated by written notice.

15.  Severability

     Where possible, each provision and every part of this Agreement shall be
     interpreted in such manner as to be effective and valid under applicable
     law, but if any provision or part of this Agreement shall be invalid or
     prohibited under the applicable law, such provision shall be ineffective
     only to

                                                                               9
<PAGE>

6.   Future Observance of License Agreement

     The Assignee agrees to be bound by and covenants to perform and observe the
     terms and conditions of the License Agreement dated 1st December 2005,
     between the Assignor and the Government of the Republic of Ghana.

7.   Further Assurance

     The Assignor shall from time to time and upon the request of the Assignee,
     provide any additional documents and/or do any other act or things which
     may reasonably be required to obtain the extension of the Reconnaissance
     License.

8.   Entire Understanding

     This Agreement constitutes the whole agreement or understanding between the
     Parties and shall supercede all promises, representations, warranties,
     undertakings, statements, whether written or oral made by or on behalf of
     one Party to the other of any nature whatsoever prior to the effective date
     of this Agreement.

9.   Waiver

     The failure of any Party to this Agreement at any time or times to require
     performance of any provision of this Agreement shall in no manner affect
     the right to enforce the same; and no waiver by any party to this Agreement
     of any provision (or breach of any provision) of this Agreement, whether by
     conduct or otherwise, in any one or more instances shall be deemed or
     construed either as a further or continuing waiver of any such provision or
     breach or as a waiver of any provision (or of a breach of any other
     provision) of this Agreement.

10.  Force Majeure

     None of the Parties shall have any liability to any of the Parties for any
     such failure or delay in the performance hereunder if such failure or delay
     arises out of causes occurring without its fault or negligence (except
     financial) reasonably beyond its control, or by force majeure such as
     explosion, earth quake, fire, flood or other natural disaster or government
     action that prevents performance. In the event of such delay or

                                                                               6
<PAGE>

     non-performance continuing for a continuous period of 90 days but not
     otherwise the other Party may by notice in writing terminate this Agreement
     forthwith.


11.  Non-Assignment

     11.1 None of the Parties hereto shall without the consent in writing of the
          other Party assign, transfer, alienate, or encumber in any way its
          rights and/or delegate its obligation under this Agreement, or this
          Agreement itself or any part thereof.

     11.2 Any purported assignment, transfer, alienation, encumbering or
          delegation in violation of clause 11.1 hereof shall be null and void.

12.  Commencement

     This Agreement shall come into effect on the Effective Date.

13.  Termination and Effect

     13.1 The Assignee may terminate this Agreement;

          (a)  where the Assignor fails or ceases to perform its obligations
               under this Agreement , seven (7) days after the Assignee has
               served notice on the Assignor of its failure or cessation to
               perform its obligations and the Assignor refuses or fails to
               perform its obligations;

          (b)  the Government of the Republic of Ghana does not extend the
               Reconnaissance License in favour of the Assignee.

     13.2 Without prejudice to clause 13.1, either Party may, by giving 30 day's
          written notice, terminate this Agreement if the other;

          (a)  becomes bankrupt;

          (b)  has a receiving order made against it; or

                                                                               7
<PAGE>

          (c)  makes any arrangement with its creditors generally or takes or
               suffers any similar action as a result of a debt.

     13.3 Where this Agreement is terminated where the Government of the
          Republic of Ghana does not extend the Reconnaissance License in favour
          of the Assignee, the Assignor shall refund to the Assignee within 30
          days of the date of termination, the whole of the three hundred
          thousand US dollars (US$300,000.00) paid as consideration for the
          assignment hereby made.

     13.4 The termination of this Agreement shall not in any way operate to
          impair or to destroy any of the rights or remedies of any Party, or to
          relieve any Party of its obligations to comply with any of the
          provisions of this Agreement, to the extent that those rights,
          remedies or obligations shall have accrued prior to the effective date
          of termination.

14.  Notices

     14.1 Every notice required or contemplated by this Agreement shall be given
          in writing and:

          (a)  delivered by hand, effective when received, or

          (b)  sent by prepaid courier services, registered or certified mail
               effective on the day it is officially recorded as delivered by
               return receipt or equivalent, or

          (c)  sent by facsimile effective on the business day after the date of
               dispatch where business day means a day on which the banks are
               open in the location to which the notice is sent and the times
               are those in that location, or

          (d)  sent by electronic mail, effective when acknowledged by the
               answer back of the addressee's electronic mail system.

                                                                              8
<PAGE>

     the extent of such prohibition in such jurisdiction and shall not affect
     the remainder of any such provision or where part of this Agreement are
     adjudged by a court or arbitrator to be invalid or unenforceable, the
     parties agree that the court or arbitrator making such determination of
     invalidity or unenforceability shall have the power to adjust the terms of
     this Agreement, to make this Agreement valid and enforceable as nearly as
     possible to the original intent of the parties.

16.  Successors Bound

     This Agreement shall be binding on and shall enure for the benefit of the
     successors and assigns and personal representatives (as the case may be) of
     each of the parties hereto.


17.  Continuing Agreement

     All the provisions of this Agreement shall so far as they are capable of
     being performed and observed continue in full force and effect
     notwithstanding Completion except in respect of those matters then already
     performed.

18.  Good Faith

     Each of the Parties hereto undertakes with each of the others to do all
     things reasonably within its power, which are necessary or desirable to
     give effect to the spirit and intent of this Agreement.

19.  Time of the Essence

     Any date or period mentioned in this Agreement may be extended by agreement
     between the Parties hereto failing which, as regards any such date or
     period, time shall be of the essence of this Agreement.

20.  Arbitration

     In the event of any misunderstanding or dispute between the Parties hereto
     such dispute shall be settled through negotiations but where this fails
     within a reasonable time the matter shall be referred to arbitration in
     accordance with the provisions of the Arbitrations Act, 1961 (Act 38) of

                                                                              10
<PAGE>

     the Republic of Ghana. The arbitral proceedings will be governed by the
     Rules of the Ghana Arbitration Centre in force at the time of arbitration.

21.  Supremacy of Minerals and Mining Law

     21.1 This agreement shall be subject to the Minerals and Mining Act 2006,
          (Act 703) subject to any subsequent replacement thereof.

     21.2 This Agreement shall be governed by and construed in accordance with
          the Laws of the Republic of Ghana and the right and duties of the
          parties shall be in accordance with the Laws of the Republic of Ghana.


IN WITNESS whereof the parties hereto have set their names, hands and seals on
the day and year above first written.

SIGNED for and on behalf of the Assignor, Uprightness Ghana Limited by:


/s/ Alex Adjei
--------------
Name: Hon. Alex Adjei
Designation: Chairman of the Board of Directors.


In the presence of:

/s/ [ILLEGIBLE SIGNATURE]
-------------------------
WITNESS
Name: [ILLEGIBLE NAME]
Occupation: Businessman
Address: P.O. Box 3553 Accra-North




                                                                              11
<PAGE>

SIGNED for and on behalf of the Assignee, Haber Mining Ghana Limited by

/s/ Edward Solomon Ayensu
-------------------------
Name: Prof. Edward Solomon Ayensu
Designation: Chairman of the Board of Directors


In the presence of:


/s/ [ILLEGIBLE SIGNATURE]
-------------------------
WITNESS


Name:  [ILLEGIBLE NAME]
Occupation: International Relations
Address: No. 12 [ILLEGIBLE], Accra Ghana



                                                                              12
<PAGE>

                                    SCHEDULE

ALL THAT piece or parcel of land containing an approximate total area of 560.99
square kilometers lying to the North of Latitudes 6(degree) 20' 00", 6(degree)
16' 48", 6(degree) 16' 40", 6(degree) 16' 30", 6(degree) 16' 28", 6(degree) 16'
15", 6(degree) 16' 00", 6(degree) 16' 05", 6(degree) 15' 58", 6(degree) 15' 25",
6(degree) 15' 00", 6(degree) 13' 38", 6(degree) 13' 05", 6(degree) 13' 08",
6(degree) 13' 45", 6(degree) 13' 40", 6(degree) 14' 08", 6(degree) 15' 45",
6(degree) 13' 00", 6(degree) 12' 22", 6(degree) 11' 50", 6(degree) 10' 45",
6(degree) 10' 20", 6(degree) 07' 14", 6(degree) 09' 10", 6(degree) 10' 55",
6(degree) 17' 40", 6(degree) 16' 42", 6(degree) 17' 30" and 6(degree) 20' 00";
South of Latitudes 6(degree) 22' 22", 6(degree) 25' 55", 6(degree) 26' 48",
6(degree) 27' 10", 6(degree) 29' 49", 6(degree) 32' 50", 6(degree) 28' 05",
6(degree) 25' 00", 6(degree) 20' 30", 6(degree) 21' 05" and 6(degree) 20' 20";
East of Longitudes 2(degree) 19' 08", 2(degree) 19' 18", 2(degree) 19' 15",
2(degree) 19' 45', 2(degree) 21' 00", 2(degree) 20' 34", 2(degree) 19'49",
2(degree) 19' 10", 2(degree) 22' 30", 2(degree) 21' 35", 2(degree) 23' 00",
2(degree) 21' 48", 2(degree) 22' 05", 2(degree) 22' 20", 2(degree) 21' 55",
2(degree) 21' 32", 2(degree) 20' 32", 2(degree) 19' 52", 2(degree) 20' 40",
2(degree) 19' 45", 2(degree) 19' 13", 2(degree) 17' 45", 2(degree) 16' 30" and
2(degree) 17' 32"; West of Longitudes 2(degree) 15' 00", 2(degree) 15' 28",
2(degree) 15' 08", 2(degree) 15' 10", 2(degree) 16' 30", 2(degree) 16' 52",
2(degree) 16' 15", 2(degree) 16' 00", 2(degree) 15' 55", 2(degree) 15' 30",
2(degree) 15' 42", 2(degree) 17' 20", 2(degree) 16' 19", 2(degree) 08' 25",
2(degree) 07' 42", 2(degree) 10' 25", 2(degree) 12' 10", 2(degree) 12' 50" and
2(degree) 14' 42" in the Atwima, Sefwi Wiawso, Wassa Amenfi and
Bibiani-Anwhiaso-Bekwai Districts of the Ashanti and Western Regions of the
Republic of Ghana which piece or parcel of land is more particularly delineated
on the plan annexed hereto for the purposes of identification and not of
limitation.
                                                                              13