Exhibit 10.N

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

In case of reply the
number and date of this                                        February 12, 200
letter should be quoted.                                       -----------------
Our Ref. No DB-47/285/04         [LOGO OMITTED]
           -------------
                                REPUBLIC OF GHANA
Your Ref. No
            ------------



MR. ALEX ADJEI
CHAIRMAN
ETERNITY GHANA LIMITED
P.O. BOX AN 7799
ACCRA-NORTH

PROF. SOLOMON E. AYENSU
CHAIRMAN
HABER MINING GHANA LIMITED
#1, 4TH CIRCULAR CLOSE
SSNIT ESTATES
CANTONMENTS
ACCRA


Dear Sirs,

APPLICATION FOR APPROVAL FOR THE ASSIGNMENT OF ETERNITY GHANA LIMITED'S
-----------------------------------------------------------------------
RECONNAISSANCE LICENCE TO HABER MINING GHANA LIMITED
----------------------------------------------------

The Minerals Commission has recommended that I grant my consent to the above
agreement between Eternity Ghana Limited (Eternity) and Haber Mining Ghana
Limited (Haber) in respect of the reconnaissance lincence at Duayaw Nkwanta and
Anyinasuso in the Brong Ahafo Region.

Consequently, in accordance with Section 14 of the Minerals and Mining Act 2006,
Ac 703, I hereby grant my consent to the agreement subject to the payment of the
appropriate consideration fees to the Minerals Commission.

/s/ DOMINIC K. FOBIH
PROF. DOMINIC K. FOBIH (MP)
MINISTER

cc:  Chief Executive, Minerals Commission, Accra

     Chief Inspector of Mines, Inspectorate Division, Minerals Commission, Accra

     Executive Director, Environmental Protection Agency, Accra

<PAGE>

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

In case of reply the
number and date of this                                      21st DECEMBER, 2006
letter should be quoted.                                     -------------------

Our Ref. No DB-47/285/04 D       [LOGO OMITTED]
            --------------
Your Ref. No                    REPUBLIC OF GHANA
            --------------



THE MANAGING DIRECTOR
ETERNITY (GH) LIMITED
ACCRA-NORTH


                     RE: RENEWAL OF RECONNAISSANCE LICENCE
                     -------------------------------------
                              ETERNITY [GH) LIMITED
                              ---------------------

Upon the recommendation of the Minerals Commission regarding the satisfactory
manner in which ETERNITY (GH) LIMITED executed its prospecting programme and the
fact that the Company has obtained an environmental permit from the
Environmental Protection Agency (EPA), the reconnaissance licence granted the
Company on 14th November, 2005 in the Duayaw Nkwanta and Anyinasuso areas in the
Brong-Ahafo Region is hereby renewed for a further one-year period.

The renewal is in respect of the areas to be retained, edged pink on the
attached site plans.


/s/ DONIMIC K. FOBIH
PROF. DONIMIC K. FOBIH (MP)
MINISTER

        Cc:     The Chief Inspector of Mines
                Inspectorate Division
                Accra

                The Deputy Director
                Geological Survey Department
                Accra

                The Executive Director
                Environmental Protection Agency
                Accra

<PAGE>

                                             Lawfields
                                             C O N S U L T I N G

                                             #799/3, 5th Crescent
                                             Asylum Down, Accra (off Ring Road)
                                             PMB CT 244, Accra, Ghana
                                             Tel:   (233.21)240 649
                                             Fax:   (233.21)240 656
                                             E-mail:info@lawfieldsconsulting.com
                                             Website:www.lawfieldsconsulting.com
January 16, 2007

The Chairman
Eternity Ghana Limited
P.o.Box AN 7799
Accra-North
Accra


Dear Sir,

Notice of Exercise of Call Option to Purchase Eternity Ghana
------------------------------------------------------------
Limited Reconnaissance Licence
------------------------------

We write as Solicitors for and on behalf of Haber Mining Company Ghana Limited
with reference to the Call Option Agreement ("Option Agreement") executed
between your company and our client in September 2006.

We have our client's instructions to serve notice pursuant to clause 3.1 of the
Option Agreement, which we hereby do, that our client desires to purchase your
company's rights under the Reconnaissance Licence as defined under that
Agreement. Take notice also that your company is under an obligation to complete
the transfer of its rights under the Reconnaissance Licence to our client
pursuant to clause 4 of the Option Agreement, no later than the 1st of February
2007, subject to approval of the Government of Ghana.

Yours faithfully,
/s/ Elsie Addo
Elsie Addo (Ms.)
Managing Consultant

Cc. The Chairman
    Haber Mining Company Ghana Ltd.
    #1, 4th Circular Close,
    SSNIT Estate, Cantonments
    Accra

<PAGE>


                              CALL OPTION AGREEMENT



                                     BETWEEN



                             ETERNITY GHANA LIMITED



                                       AND



                           HABER MINING GHANA LIMITED




                          Dated as of    September 2006


<PAGE>

THIS AGREEMENT is made this    day of September 2006

BETWEEN

Eternity Ghana Limited (EGL) a company incorporated under the laws of the
republic of Ghana and whose registered address is P.O. Box AN 7799 Accra-North,
Accra of the first part;

AND

Haber Mining Ghana Limited (MGL) a company incorporated under the laws of the
Republic of Ghana and whose registered office is Number 1, 4th Circular Close,
SSNIT Estate, Cantonments Accra, Ghana of the other part.

WHEREAS

A.   EGL 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 11th November 2004 in respect of
     a parcel of land in the area described in the Schedule to this agreement;

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

C.   HMGL desires an to aquire the Reconnaissance license;

D.   EGL has agreed to give HMGL an option to aquire the Reconnaissance license;

E.   EGL and HMGL have agreed to enter into this Call Option Agreement to set
     the terms to govern the option to the Reconnaissance License and Licensed
     Area will be assigned.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.   DEFINITIONS

     1.1  In this Agreement, the words and expressions shall have shall have the
          following meanings unless the context shall otherwise require.

                                                                               2
<PAGE>

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

          "Call Exercise Price"          means the price payable in United Staes
                                         Dollars by HMGL;

          "Call Option"                  means the right granted HMGL under
                                         clause 2.1 herein to acquire the the
                                         Reconnaissance license from EGL on the
                                         terms set forth herein;

          "Excercise Period"             means the period commencing from [ ] to
                                         1st February 2007;

          "Notice of Exercise"           means the notice in writing, whisch may
                                         be given by HMGL pursuant to Clause 3
                                         hereof

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

          "Reconnaissance
           Licence"                      means the license issued by the
                                         Minerals Commission in favor of EGL to
                                         reconnoiter for and prove gold,
                                         diamonds and base metals in the
                                         Licensed Area.

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

          "Settlement Date"              means the date specified in the Notice
                                         of Exercise for completion of the sale
                                         and purchase of the Reconnaissance
                                         Licence in accordance with Clause 4 of
                                         this Agreement (being not more than one
                                         year from the date of the Notice of
                                         Exercise; provided however that is a
                                         settlement Date falls on a day which is

                                                                               3
<PAGE>

                                         not a Business Day, then such
                                         Settlement Date shall be the next
                                         succeeding Business Day.

          "United States Dollars or US$" means the lawful currency of the United
                                         States of America

2.   CALL OPTION

     2.1  In consideration of the mutual covenants and agreements contained in
          this agreement, EGL hereby grants to HMGL the exclusive option not an
          obligation to acquire the Reconnaissance license from EGL on the
          exercise of which EGL will become bound to assign and HMGL will become
          bound to complete the acquisition of the Reconnaissance license.

     2.2  On the date of signing of this Agreement HMGL shall pay Hundred
          United States Dollars ($100.00) to EGL. as consideration for the Call
          Option Period.

3.   EXERCISE OF CALL OPTION

     3.1  At any time during the Exercise period, HMGL may give a Notice of
          Exercise of the Call Option to EGL and in accordance with such notice,
          HGML shall buy the Reconnaissance licence from EGL at the price of
          three hundred thousand United States Dollars (US$ 300,000.00)
          'Exercise price", in accordance with the provisions of this Agreement.

     3.2  A Notice of Exercise, once given by the HMGL, shall not be withdrawn
          except with the consent in writing of EGL.

     3.3  If a Notice of Exercise is given, then the completion of the sale and
          purchase of the Reconnaissance licence shall take place in accordance
          with the provisions of clause 4 below.

4.   COMPLETION

     4.1  Completion of the sale and purchase of the Reconnaissance licence
          shall take place at the registered office of EGL (or at such other
          place as may be agreed) on the Settlement Date, in the manner provided
          in Clause 4.2.

                                                                               4
<PAGE>

     4.2  On Completion:

          (a)  EGL shall:

               (i)  assign the Reconnaissance licence to the HMGL;

               (ii) deliver all the relevant documents in respect of the
                    Reconnaissance licence;

               (v)  do such things and execute such documents as shall be
                    necessary or as the HMGL may reasonably request to give
                    effect to the purchase of the Reconnaissance licence
                    provided however that the cost of preparing any such
                    documents and all other relevant expenses shall be borne by
                    HMGL;

          (b)  Subject to EGL complying with its obligations under clause 4.2
               (a) above, HMGL shall pay the Call Exercise Price to the EGL in
               accordance with payment instructions as shall have been given by
               EGL.

5.   REPRESENTATIONS AND WARRANTIES

     The Parties hereby represent and warrant to each other that the following
     statements are true, accurate and not misleading as at the date of this
     Agreement:

     5.1  it has the full power and legal right to incur its respective
          obligations provided for in this Agreement, to execute and deliver
          this Agreement, and to perform and observe the terms and provisions
          hereof applicable to it; and

     5.2  This Agreement constitutes its legal, valid and binding obligations,
          enforceable against it in accordance with the terms thereof.

6.   TERMINATION

     6.1  This Agreement shall terminate on the expiry of the Exercise Period if
          no Notice of Exercise shall have been served on or prior to such time.

                                                                               5
<PAGE>

     6.2  The Call Option granted under this Agreement shall be exercisable
          provided any Notice of Exercise shall have been served on or prior to
          the expiry of the Exercise Period, this Agreement shall terminate upon
          the fulfillment of the parties' obligations under this Agreement.

     6.3  On termination of this Agreement the rights and obligations of the
          Parties under this Agreement shall cease and determine except in
          respect of any antecedent breach of this Agreement.

7.   NOTICES

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

          (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 telex effective when acknowledged by the answer back of
               the addressee's telex machine, or

          (d)  sent by facsimile effective at 10 a.m. on the Business Day after
               the date of dispatch, or

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

     7.2  A notice sent by facsimile, electronic mail or telex 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 shall
          not invalidate the notice sent by facsimile or telex. In each case the
          notice is to be addressed to the Party to whom intended at its last
          known address as stated herein, (which includes an electronic mail
          address, a telex and/or facsimile number) or at such other address as
          the intended recipient shall have designated by written notice.

                                                                               6
<PAGE>

     7.3  All notices shall be sent to the parties herein at their following
          addresses:

          For Eternity Ghana Limited

          To:               Hon. Alex Adjei

          Address:          P.O.Box AN 7799, Accra-North, Accra.

          Telephone:        +233-244-020884, +233-020-820884,

                            +233- 021-305770

          Fax:              +233-021-236999



          For Haber Mining Ghana Limited

          To:               Prof. Edward Solomon Ayensu

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

          Telephone:        +233-021-778677

          Fax:              +233-021-761315-6

          Email:            eayensu@@ghana.com

8.   SUCCESSORS BOUND

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

9.   ENTIRE UNDERSTANDING

     This Agreement embodies the entire understanding of the Parties in respect
     of the matters contained or referred to in it and there are no promises,
     terms, conditions or obligations oral or written express or implied other
     than those contained in this Agreement.

                                                                               7
<PAGE>

10.  CONFIDENTIALITY

     Each Party shall keep confidential any information about the content of
     this Agreement and shall keep confidential and not use for its own purposes
     any information about the business affairs of the other Party which may
     come within its knowledge during the life of this Agreement, provided that
     the above restrictions shall not apply to:

          (a)  confidential communications between the Parties and their
               representative professional advisers and banker;

          (b)  disclosures to any court or fiscal or regulatory authority or in
               accordance with rules from time to time in force of any
               applicable recognized investment

          (c)  any information which is in or, after the date of this Agreement,
               comes into the public domain, except as a result (direct or
               indirect) of the act or omission of the Party concerned.

11.  FORCE MAJEURE

     11.1 No Party shall be liable for delay in performance or failure to
          perform its obligations under this Agreement if such delay or failure
          results from circumstances outside its reasonable control or Force
          Majeure. Such delay or failure shall not constitute a breach of this
          Agreement and the time for its performance shall be extended by such
          period as is equal to that during which performance is prevented.

     11.2 For the purpose of this Agreement, "Force Majeure" means any
          circumstances beyond the reasonable control of the Party affected by
          it including:

          (a)  any strike, lock-out or other form of industrial action;

          (b)  Act of God, explosion, flood, lighting, tempest, fire or
               accident;
          (c)  War, hostilities ( whether war has been declared or not,)
               invasion, act of foreign enemies;

          (d)  Rebellion, revolution, insurrection, military or usurped power or
               civil war;

                                                                               8
<PAGE>

          (e)  Riot, civil commotion or disorder;

          (f)  Acts, restrictions, regulations, bye-laws, refusals to grant any
               licenses or permissions, prohibitions, or measures of any kind on
               the part of any governmental authority;

          (g)  Import or export regulations or embargoes;

          (h)  Breakdown of or accident to plant, machinery or equipment except
               where breakdown is due to a failure by the Party concerned to
               maintain that plant, machinery or equipment;

12.  GOVERNING LAW AND JURISDICTION

     12.1 This Agreement shall be governed by and construed in accordance with
          the laws of Ghana.

     12.2 The courts of Ghana shall have non-exclusive jurisdiction to settle
          any dispute arising out of or in connection with this Agreement.

13.  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.

14.  GOOD FAITH

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

15.  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 essence this Agreement.

                                                                               9
<PAGE>

16.  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
     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.

17.  ENTIRE UNDERSTANDING

     17.1 This Agreement embodies the entire understanding of the Parties in
          respect of the matters contained or referred to in it and there are no
          promises, terms, conditions or obligations oral or written express or
          implied other than those contained in this Agreement.

     17.2 This Agreement may only be amended in writing signed by all the
          Parties to this Agreement.

18.  AMENDMENT AND WAIVER

     18.1 No variation of this agreement shall be effective unless made in
          writing and signed by all the parties.

     18.2 No waiver of any term provision or condition of this agreement shall
          be effective except to the extent made in writing and signed by the
          waiving party.

     18.3 No omission or delay on the part of any party in exercising any right
          power or privilege under this agreement shall operate as a waiver by
          it of any right to exercise it in future or of any other of its rights
          under this agreement.

19.  ENFORCEABILITY AND SEVERABILITY

     This Agreement shall, as to any of its provisions remaining to be performed
     in whole or in part or capable of having effect following completion,
     remain in full force and effect despite completion.

                                                                              10
<PAGE>

20.  COUNTERPARTIES

     This Agreement may be executed in any number of parts each of which, when
     executed by one or more parties hereto, shall constitute an original
     document but all of which shall together constitute one and the same
     instrument.

In WITNESS WHEREOF the Parties or their duly authorised representatives have
signed this Agreement as of the date first above written.



SIGNED for and behalf of Eternity Ghana Limited by

/s/ Alex Adjei
--------------

Name  Hon. Alex Adjei

Designation: Chairman of Board of Directors, Eternity Ghana Limited



In the Presence of:

/s/ Baffour Kyei
----------------
(Witness)

Name:  BAFFOUR KYEI

Occupation: Businessman

Address:  P.O. Box 7799
          Accra-North


                                                                              11
<PAGE>

SIGNED for and on behalf of Haber Mining Ghana Limited

/s/ Edward Solomon Ayensu
-------------------------

Name:     Prof. Edward Solomon Ayensu

Designation: Chairman of Board of Directors



In the Presence of:

/s/ Maria Ashong
----------------

Name: Maria Ashong

Occupation: International Relations

Address:  No. 12 Petrolewa
          Acbimota, Accra Ghana.



                                                                              12
<PAGE>

                         THE SCHEDULE ABOVE REFERRED TO:
                         -------------------------------
All that piece or parcel of land containing an approximate area of 234.65 and
66.82 square kilometres lying to the:
                                    AREA 'A'
                                    --------
North of Latitudes 6(degree) 52' 20", 6(degree) 51' 20", 6(degree) 48' 00",
6(degree) 48' 45" and 6(degree) 48' 42"; South of Latitudes 7(degree) 00' 00"
and 6(degree) 55' 00"; East of Longitude 2(degree) 15' 00"; West of Longitudes
2(degree) 03' 05", 2(degree) 07' 00", 2(degree) 11' 00" and 2(degree) 12' 45" in
the Ahafo Ano North, Ahafo Ano South and Asutifi Districts of the Ashanti and
Brong Ahafo 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.
                                    AREA ' B'
                                    ---------
North of Latitudes 7(degree) 08' 38", 7(degree) 09' 00" and 7(degree) 09' 40";
South of Latitude 7(degree) 15' 00"; East of Longitudes 2(degree) 08' 38",
2(degree) 12' 08" and 2(degree) 10' 50"; West of Longitudes 2(degree) 05' 15",
2(degree) 08' 58" and 2(degree) 10' 00" in the Tano District of the Brong Ahafo
Region 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.

<PAGE>


                                    AGREEMENT


                              FOR THE ASSIGNMENT OF


                             RECONNAISSANCE LICENSE


                                     BETWEEN


                             ETERNITY GHANA LIMITED


                                       AND


                           HABER MINING GHANA LIMITED




                       Dated the 23rd day of January 2007


<PAGE>

THIS AGREEMENT is made this 23rd day of January 2007

BETWEEN

ETERNITY GHANA LIMITED a company incorporated under the laws of the Republic of
Ghana whose physical office address is #C69/3 Adabraka-Accra, P.O.Box AN. 7799,
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 # 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 in respect of a parcel of land in the
     area described in the Schedule to this Agreement on 11th November 2004 for
     a one-year period which was extended for a further twelve-month period from
     14th November 2005, and was subsequently renewed for a further one-year
     term from the 21st of December 2006;

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

C.   The Assignee has offered 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.
THE PARTIES HEREBY AGREE AS FOLLOWS:


                                                                               2
<PAGE>

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.

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

                                                                               3
<PAGE>

     1.2  The residue of the term of the Reconnaissance License is the period of
          time from the Effective Date of this Agreement to 20th December, 2007
          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, within
          2 days, following approval of the Assignment to Assignee by the
          Government of the Republic of Ghana.

     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
<PAGE>

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.

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 between the Assignor and the
     Government of the Republic of Ghana dated 11th November 2004 for a one year
     period which was extended for a further twelve-month period from 14th
     November 2005, and was subsequently renewed for a further one-year term
     from the 21st of December 2006.

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.

                                                                               5
<PAGE>

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
     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 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;

     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

                                                                               6
<PAGE>

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

     13.3 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.

In the case of Eternity Ghana Limited

To:               Hon. Alex Adjei

Address:          C 69/3 Adabraka Accra, P.O Box 7799, Accra-North, Accra

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

Fax:              +233-021-236999

                                                                               7
<PAGE>

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@qhana.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 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.

                                                                               8
<PAGE>

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
     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.

                                                                               9
<PAGE>

     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, Eternity Ghana Limited by:


/s/ Alex Adejei
---------------

Name Hon. Alex Adjei

Designation: Chairman of the Board of Directors.

In the presence of:


Sign:  /s/[ILLEGIBLE SIGNATURE]
       ------------------------  (Witness)

Name: [ILLEGIBLE NAME]

Occupation: Computer Technician

Address:  P.O. Box KIA 16525
          Airport, Accra


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:


Sign  /s/[ILLEGIBLE SIGNATURE]
      ------------------------  (Witness)

Name: [ILLEGIBLE Name]

Occupation: Computer Technician

Address:  P.O. Box KIA 16525
          Airport, Accra

                                                                              10
<PAGE>

                                    SCHEDULE

ALL THAT piece or parcel of land containing an approximate total area of 234.65
and 66.82 square kilometers lying to the:

                                    AREA 'A'

North of Latitudes 6(degree) 52'20", 6(degree) 51'20", 6(degree) 48'00",
6(degree) 48' 45", and 6(degree) 48' 42"; South of Latitude 7(degree) 00' 00",
6(degree) 55'00"; East of Longitude 2(degree) 15' 00"; West of Longitudes
2(degree) 03' 05", 2(degree) 07' 00", 2(degree) 11' 00" and 2(degree) 12' 45" in
the Ahafo Ano North, Ahafo Ano South and Asuitifi Districts of the Ashanti and
Brong Ahafo Regions of the Republic of Ghana which piece or parcel of land is
more particularly delineated on the plan annexed hereto for purposes of
identification and not of limitation.

                                    AREA 'B'

North of Latitudes 7(degree) 08' 38", 7(degree) 09' 00" and 7(degree) 09' 40";
South of Latitude 7(degree)15' 00"; East of Longitudes 2(degree) 08' 38",
2(degree) 12' 08" and 2(degree) 10' 50"; West of Longitudes 2(degree) 05'
15",2(degree) 08' 58" and 2(degree) 10' 00" in the Tano District of the Brong
Ahafo Region 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.



                                                                              11
<PAGE>

[3 SEALS OMITTED]

THIS AGREEMENT is made the 11 day of November 2004 BETWEEN THE GOVERNMENT OF
THE REPUBLIC OF GHANA (hereinafter called "THE GOVERNMENT") acting by MRS.
CECILIA BANNERMAN, the Minister of Mines (hereinafter called "THE MINISTER") of
the One Part and ETERNITY (GHANA) LIMITED with registered address at P. 0. BOX
7799, 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 cooperation
     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

<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>

     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 effective
          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>

     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 if at the

                                                                               4
<PAGE>

          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>

          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 and base metals and any

                                                                               6
<PAGE>

          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 authorised 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
               (cent)250,000.00 (two hundred and fifty thousand cedis) within 30
               days from the date of this Agreement.

                                                                               7
<PAGE>

          ii.  A yearly rent of (cent)604,000.00 (six hundred and four 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 ft.
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 voluntary, except
               for the purposes of reconstruction or amalgamation; or

                                                                               9
<PAGE>

          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 specifically 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 specified 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 movables

                                                                              10
<PAGE>

     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>

          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 prospecting

                                                                              12
<PAGE>

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

20.  NOTICE:O
     --------
     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 234.65
     and 66.82 square kilometres lying to the:

                                    AREA 'A'
                                    --------
     North of Latitudes 6(degree) 52' 20", 6(degree) 51' 20", 6(degree) 48' 00",
     6(degree) 48' 45" and 6(degree) 48' 42"; South of Latitudes 7(degree) 00'
     00" and 6(degree) 55' 00"; East of Longitude 2(degree) 15' 00"; West of
     Longitudes 2(degree) 03' 05", 2(degree) 07' 00", 2(degree) 11' 00" and
     2(degree) 12' 45" in the Ahafo Ano North, Ahafo Ano South and Asutif
     Districts of the Ashanti and Brong Ahafo 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.

                                    AREA 'B'
                                    --------
     North of Latitudes 7(degree) 08' 38", 7(degree) 09' 00" and 7(degree) 09'
     40"; South of Latitude 7(degree) 15' 00"; East of Longitudes 2(degree) 08'
     38", 2(degree) 12' 08" and 2(degree) 10' 50"; West of Longitudes 2(degree)
     05' 15", 2(degree) 08' 58" and 2(degree) 10' 00" in the Tano District of
     the Brong Ahafo Region 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
<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  ]       [STAMP OMITTED]
MRS. CECILIA BANNERMAN, Minister of          ]
Mines for and on behalf of the Government of ]   /s/ Cecilia Bannerman
the Republic of Ghana in the presence:       ]


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

The COMMON SEAL/STAMP of the said            ]
ETERNITY (GH) LIMITED                        ]
was affixed to these presents and the        ]
same were DELIVERED in the presence of:      ]


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


   YAW KYEI
/s/ YAW KYEI
------------
DIRECTOR/SECRETARY


                                                                              14
<PAGE>

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

I George Banful of Minerals Commission MAKE OATH and SAY that on the 11th day of
November 2004 I was present and saw MRS. CECILIA BANNERMAN, the Minister of
Mines duly execute the Instrument now produced to me and Marked "A" and that the
said MRS. CECILIA BANNERMAN can read and write,
Sworn at Accra this 22 day of November 2004

          Before Me

                  /s/George Banful
                  ----------------
                  REGISTRAR OF LANDS             DEPONENT

This is the Instrument Marked "A" Referred to in the Oath of
Sworn before me, this 22day of November 2004

                                /s/George Banful           [SEAL OMITTED]
                                ----------------
                               REGISTRAR OF LANDS


On the 22day of November 2004 at 8:00 O'clock in the noon this Instrument was
proved before me by the Oath of the within-named George Banful to have been duly
executed by the within-named MRS. CECILIA BANNERMAN.


                                /s/George Banful           [SEAL OMITTED]
                                ----------------
                               REGISTRAR OF LANDS


                                                                              16
<PAGE>

Dated this 11 day of November 2004



                       GOVERNMENT OF THE REPUBLIC OF GHANA



                                       AND



                            ETERNITY (GHANA) LIMITED



          ------------------------------------------------------------

                            [FEE PAID STAMPS OMITTED]


                             RECONNAISSANCE LICENCE



          ------------------------------------------------------------



                                SOLICITOR OF THE
                                  SUPREME COURT

TERM:             TWELVE (12) MONTHS (RENEWABLE)     [SEAL OMITTED]
COMMENCEMENT:     11-11-2004
EXPIRY DATE:      10-11-2005
FILE NO.:         RL.6/52

                                                                              17
<PAGE>


                              GENERAL INFORAMATION

INTRODUCTION
Eternity Ghana Limited (EGL) is a company incorporated under the laws of Ghana
with a registered office address of P. O. Box 01853 Osu, Accra. The company is
authorized to invest in and acquired minerals rights and licence and to
undertake minerals exploration develop, operate and manage minerals resource and
mining leases.
With the recent discoveries of gold deposits in the Yamfo-Kenyase district, EGL
believes that it is logical to explore the adjoining areas of this gold district
and consequently lodges this application for a reconnaissance licence to cover
the stated area. EGL also believes that it is capable of mobilizing resources to
undertake the exploration work when granted the licence.

LOCATION
The Duayaw Nkwanta reconnaissance licence which comprises of two separate areas,
covers an approximate total area of 369sq km. The north area, which constitutes
an area of 134.8sq.km, forms part of map sheet 703D4. It is bounded to the east
and west by longitudes 2(degree) 03' N and 2(degree) 12' W respectively and to
the north and south by latitude 7(degree) 15' N and 7(degree) 09' N
respectively. The north area is located about 75 km north-northwest of Kumasi
and lies in the Tano District on the Brong Ahafo Region. The south area, about
235 sq.km in size, lies between latitudes 7(degree) 00' N and 6(degree) 48' N
and longitudes 2(degree) 03' W and 2(degree) 15'W. This portion of the
application area is located about 65km northwest of Kumasi and lies within the
Ahafo-Ano South and Ahafo-Ano North Districts of the Ashanti Region. The
coordinates of the pillars that mark the boundaries of the application area are
indicated on the attached site plans.


                                       -1-
<PAGE>

ACCESS
Access in the north area of the proposed concession is quite good; towns and
villages are linked by all-weather and partly paved roads and a network of
footpaths and tracks. The Kumasi-Sunyani highway runs across the southern end of
the north area.
The Asempaneye-Wiawso-Tepa road, which branches of the Kumasi-Sunyani highway,
runs though Anyinasuso. An all-weather road links Anyinasuso to Abansuso, a town
located at the southern tip of the south area of the propose concession. A
network of footpaths links most settlements.

GEOGRAPHY
The application area enjoys a warm and humid tropical climate. Temperatures
during the rainy seasons (March-July; September-November) are generally in the
range of 23-27(degree)C. In the dry season (November-February), the temperatures
reach into the high 30(degree)sC. Rainfall is variable and is in the range of
1400mm-2000mm.

The Anyinasuso portion in the south is covered by secondary growth tropical
rainforest and the advanced secondary growth forest have been set aside as
forest reserves. The Duayaw Ntwanta portion is more open with wooden grassland.
Cocoa is the main cash crop cultivated in the south (Anyinasuso area); in the
north (Duayaw Nkwanta) extensive cocoa farming is absent. The entire application
area cultivated for food crops for domestic consumption.

Topography in the north (Duayaw Nkwanta) part is characterized by gentle, low,
rounded and rolling hills with a maximum relief of 185m above the plains.
Drainage in the south is along secondary and tertiary channels, which flow to
the south and southwest to join the Tano River. The southern portions of the
application area also feature a moderate to low undulating topography with
elevations in the range 180-300m ASL. It would appear that the tops of the hills
and ridges in the area probably correlate with an old, now dissected, peneplain.

                                      -2-
<PAGE>

INFRASTRUCTURE
Duayaw Nkwanta is a major urban community in the northern part of the
application area. Satellite towns close to Duayaw Nkwanta are Susanho, Twewoho
and Bredi. Anyinasuso and Abansuso are two prominent villages in the south
portion of the application area. Tepa, Wiawso and Mpesaso are urban and
semi-urban communities outside the application area in the south.
Duayaw Nkwanta and Tepa offer modern facilities and amenities that include
medical (hospital, clinics, health posts), communication and education
facilities, Police Stations exist in Duayaw Nkwanta and Tepa. A number of
villages in addition to the urban and semi-urban communities have boreholes and
hand-dug wells as sources of water. A number of these communities have also been
linked to the national power grid. EGL will set up satellite field camps at
Anyinasuso and Abansuaso and field operation will be coordinated from Duayaw
Nkwanta exploration office.

                             GEOLOGICAL ENVIRONMENT

Regional Geology
The Duayaw Nkwanta-Anyinasuso concession, which comprises two parts, is located
within the northern portion of the Sefwi Belt (also known as the Sefwi-Bibiani
belt). The Sefwi Belt is a fairly typical West African volcanic belt; it is
comparatively wide (40-60 km) and can be traced from the coastal region of Cote
d' Ivoire for a distance of at least 250km to the north of the concession before
it is covered by younger Voltain sediments. Regional maps suggest the belt may

                                      -3-
<PAGE>

well correlate with volcanic area in the eastern corner of Burkina Faso and the
south western corner of Niger where similar Paleopraoterozoic units occur.
The Sefwi belt mainly features a variety of metamorphosed sediments and volcanic
along with a considerable variety of intermediate to mafic intrusive complexes.
Although the area was partially mapped many years ago, the most systematic
mapping was carried out (late 1980s, early 1990s) as part of the very extensive
joint mapping program by the German Geological Survey(BGR) and the Ghana
Geological Survey. This joint effort produced 1/100,000 scale geological maps
and quite extensive explanatory notes (Hirdes and others, 1993). The
Duayaw-Nkwanta portion lies in map sheet 703D4 whereas the Anyinasuso portion
lies within map sheet 603B2. Airborne geophysical surveys(magnetics,
radiometrics) have been completed over the entire belt by the Fugro/High Sense
group (2000) and Aerodat Inc (1995-96). The data from this survey, which is
available to the public, should certanily improve the interpretation of the
geology of the area.
The Sefwi Belt features extensive mafic metavolcanics with very subordinate but
important areas of the intermediate to felsic units. The interior portion of the
belt includes quite highly metamorphosed units interpreted to be mainly
metasediments and volcaniclastics with some possible volcanic unit included. The
belt is intruded by very extensive, largely intermediate plutons (belt-type) in
which hornblende is the dominant mafic mineral.

Unlike many of the volcanic belts, the Sefwi Belt contains quite minor exposures
of Tarkwaian metasediments. The only major occurrences are in very narrow zones
along the eastern margin of the belt. A narrow strip (approximately 18 km long
and up to 2 km wide) of quartz-rich Tarkwaian metasediments occurs along the
contact of the volcanic belt south of Bibiani. In the north, another narrow (up
to 2 km wide), fault-bounded strip of the Tarkwaian metsediments extends for a
distance of about 52 km along the eastern margin of the belt. These clastic

                                       -4-
<PAGE>

sediments consist of schistose sandstones and conglomerates in the southern and
central portion. A few granitoid plugs apparently intrude these clastic
sediments in the northern part. It is very likely that the Tarkwaian units were
more widespread but that more extensive uplift along Sefwi Belt in comparision
to the Ashanti and Bui Belt resulted in the erosion of the existing Tarkwaian.

Metamorphic levels are quite variable within the Sefwi Belt. Close to the margin
of the belt and in the adjacent Kumasi Basin, it would appear that greendchist
facies (approximately 4500(degree)C to 2 kbar) is widespread whereas in the
interior of the belt, higher-grade amphibolite facies (approximately 60000
(degree)C and up to 4 kbar) is prevalent.

Structure within the Sefwi Belt is widespread and variable. The metasediments
feature extensive isoclinal folding streeply dipping axial planes and major
faults are widespread. Hirdes and other (1993) have indicated that eastern and
western margins of the belt is more or less in fault contact with the adjacent
Kumasi and Sunyani basins sediments and many NS-SW trending faults have been
interpreted within the belt. The complex fault system along the western margin
of the belt is extremely important as they appear to control much of the gold
mineralization on the Kenyase-Ntotoroso-Yamfo area in the north of the belt.
Similarly, the contact zone between the Kumasi Basin and belt units along the
eastern margin display extensive faulting and shearing; this include the Bibiani
shear zone and a prominent splay fault (Chirano shear). These fault systems
extend southward across the Enchi area to Anuiri in Cote d' Ivoire and northward
beyond Bibiani and Chichiwere to the margin of the Voltaian basin.

                                      -5-
<PAGE>

Regional Mineralisation
Mineralisation in Ghana can be divided into two environments based on spatial
association. The first environment les close to boundary faults that separate
greenstone belts from basinal sediment; the second is found within the
intrabasinal assemblage. The age of mineralisation is known. However, lithologic
and structural associations strongly suggest that mineralisation is late-stage
and is associated with the wrench faults along the basin margin. Remobilisation
of existing gold or polyphase introduction is not precluded. Mineralisation in
the basin shows a temporal relationship to granitic plutons controlled along the
major intrabasinal shears.

Boundary Fault Association
For over a century, mineralisation associated with belt-basin faults was the
target for both local prospectors and foreign exploration companies; it was a
primary exploration target due to the presence of coarse, visible gold. Deposits
of this type in Ghana include Obuasi, Prestea, Bogosu, Konongo and Bibiani.
There are a number of commonly observed associations with this environment of
mineralisation which include:
     o    located on, or close, to the lithological contact between greenstone
          and metasediments;

     o    spatially related to deep-seated, high-angle wrench faults, which have
          a strike extent exceeding 100 km. Cross-cutting northwest-southeast
          trending faults have also exerted an influence on the location of gold
          remobilised from the main zones;

     o    native gold is hosted by quartz veins, which may possess an en-echelon
          character. Grade-width characteristics persist virtually unchanged to
          depths exceeding one kilometre. The veins are mainly concordant with

                                       -6-
<PAGE>

          the regional foliation but locally cross-cutting the foliation but in
          detail are seen to cross-cut this foliation;

     o    disseminated sulphides in the wallrock are commmon. At Konongo,
          wallrock dissemination is associated with barren quartz veins and
          where the veins are mineralised there is an absence of disseminated
          mineralisation.

     o    several generation of quartz veining are common and gold is seemingly
          associated with the final phase. Finely disseminated graphitic
          banding, common within the veins, is associated with the late-stage
          formation of the vein;

     o    mineralisation is spatially associated with graphitic phyllite and
          manganiferous sediments. It is possible that the graphitic sediments,
          and graphitic banding often present within the quartz veins, is due to
          the release of carbon through the interaction of methane and carbon
          dioxide

     o    mineralogy is simple with a strong positive correlation between gold
          and arsenopyrite. Accessory minerals include
          pyrite-chalcopyrite-pyrrhotite bornite;

     o    Strong silicification is common, accompanied by sericite and carbonate
          alteration. Tourmaline may also be present; and,

     o    granitoids may or may not be spatially associated with mineralisation


                                       -7-
<PAGE>

Intrabasinal environment
Historically, the boundary fault setting represented the main target for gold
exploration. Recently, however, gold potential was recognised within the basinal
metasediments. The paucity of gold mines within the basins is a function of
immature exploration. Basinal mineralisation is best represented in the Kumasi
basin, between the Ashanti and Sefwi greenstone belts. It is also to be found in
the Sunyani basin, north of the Sefwi belt, where metasediments and late-stage
granites host a combined resource of 8 million ounces. A simlar environment is
also forecast in the Cape Coast basin, south of the Kibi-Winneba belt. Two
different association are recognised in this style of mineralisation:

Sedimentary Association
     o    disseminated mineralisation, hosted by graphitic and manganiferous
          argillite and tuffaceous phyllite, with a strike extent exceeding 1000
          metres and a width in excess of 30 metres;

     o    a direct association with intrabasinal faults; the Asankrangwa fault
          is the prime example in the Kumasi basin and the Yamfo trend has a
          similar association in the Sunyani basin;

     o    mineralogy is simple with diisseminated pyrite-arsenopyrite with
          subordinate chalcopyrite. Silicification is common and

     o    mineralisation is spatially associated with late-stage granitoids
          which are controlled along the major intrabasinal shears.

Intrabasinal Granitoid Association

Mineralisation associated with granitoids within the intrabasinal environment is
of two types. Type I is represented by the Ayanfuri, mine, located between

                                       -8-
<PAGE>

Bogosu and Dunkwa. This granite is probably controlled by an intrabasinal shear,
which extends northeast to the Obuasi mine and continues southwest. The
following characteristics are present at the Ayanfuri mine:
     o    The granitoids are related to major intrabasinal shears;

     o    Pervasive sericitic alteration accompanied by silicification is
          common;

     o    Mineralogy is simple with gold-pyrite accompanied by subordinate
          pyrrhotite-chalcopyrite. Minor tellurides are also reported;

     o    Grade drops sharply to background level at the country rock contact.
          The thermal aureole is some 10's of metres wide and is associated with
          pyrite-carbonate alteration.

TypeII
This is well represented by the Nkran Hill deposit and the Bilpraw mine where
mineralisation is associated with deep-seated intrabasinal shears in the Kumasi
basin. It is also found within granites which intrude metasediments of the
Sunyani basin. Characteristics are:
     o    Close spatial association with major NE-SW trending fault, thrusts and
          also north-south shears. These former faults have a strike extent
          exceeding 100 km and are associated with secondary parallel faults
          which may display an oblique trend to the major faults and possess an
          en-echelon character, representing wrench movement along the major
          shears

     o    Close spatial association with granitic intrusives, which have
          association with either "belt" or "basin" granites. Both types of
          granite may be found in one area as demonstrated at the Ntubia mine

                                      -9-
<PAGE>

     o    Presence of biotite porphyry dykes representing apophyses from
          granitoids at depth

     o    Simple mineralogy with Au-Aspyr-(Cpy)

     o    Gold is hosted by quartz veins and stockwork zones

     o    Typically associated with manganiferous sediments with sulphidic
          lenses together with silica-sericite-carbonate alteration

     o    Lithologies consist of tuffaceous phyllites, locally graphitic along
          glide horizons, with greywacke and close to volcaniclastic beds

     o    Soil anomalies associated with mineralisation are extensive, up to 4
          km long and 2 km wide
The structural control of the intrabasinal granitic association is possibly
two-fold. Extensional tectonics were fundamental in triggering mantle imbalance
and subsequent rise of a differentiating granitic magma. Buttressing of the
thrusts against the rising granitoids at depth produce low stress areas, which
were the sites for preferential migration of fuids and deposition of gold.
Mineralisation in this setting is encountered along fat-lying structures and
has potential for low grade,disseminated, bulk mineable deposits. This specific
type has yet to be recognised in Ghana and is best represented by the Morilla
deposit in southern Mali.

Geology Of Application Area
The geology of the application area is based on mapping carried out Ghana
Geological Survey (1970-71) and the joint mapping program by the German

                                      -10-
<PAGE>

Geological Survey (BGR) and the Ghana Geological Survey in the late 1980s to
early 1990s. It also incorporates the results of the mapping undertaken by
previous concession holders.

Lithologies and Structure
Laterite
--------
The proposed concession is covered by massive and pisolitic laterites which mask
the underlying bedrock. The laterite observed is typically in-situ and does not
display evidence of transport.
Birimian Metamorphics
---------------------
The western edge of the Anyinasuso portion of the application area features a
zone underlain by Birimian metamorphics, which have been interpreted to be
highly metamorphosed (upper greenschist-amphibolite facies) equivalents of
clastic sediments (predominantly quartz-rich wacke) and volcanclastics with
minor intercalating mafic volcanics. Along the contact with granitoid, they are
partly metasomatised.
Birimian Metavolcanics
----------------------
The Birimian metavolcanics, which consist mainly of basaltic flows and minor
tuffs with interbeds of chert, underlie a small section of western part of the
Duayaw Nkwanta portion of the application area.
Amphibolites
------------
The occurrence of amphibolites is best observed in the western part of the
Duayaw Nkwanta portion of the application area, where is comes into contact with
metamorphosed basic volcanic flows.
Intrusive Rocks
---------------
Belt-Granitoid (Intermediate to mafic)

Much of the application area is dominated by an intermediate intrusive complex
(belt-type) in which hornblende is the dominant mafic mineral and which also

                                      -11-
<PAGE>

features large roof pendants or xenoliths of metavolcanics; in places, the
complex is fairly mafic in composition (Hirdes et al, 1993; Griffis, 1998)

Gabbro
------
Large and small mafic bodies of gabbro intrude the granitoid complex and appear
to in tectonic contact with the basic lavas and amphibolite units.

Structure
The contact between the Birimian volcanics/metamorphics and the enclosing
granitoids trend NNE-SSW and NE-SW and are probably related to major and minor
shears. Additional structure in the application area in tentatively inferred
from the consistent trend and the linearity of secondary drainages and their
relationship with identified lithologies.
The basic intrusives (gabbros and diorites) hosted in the belt-type granitoid
complex show spatial association with shears.

Previous Work
The area, which was partially mapped by the GGS in the early 1970s was again
mapped as part of an extensive joint mapping program undertaken by the BGR/GGS
in the late 1980s and early 1990 (Hirdes and others, 1993). An airborne
geophysical survey (magnetics, radiometrics) was conducted by the Fugro/High
sense group in 2000.
Although there were no records of recent galamsey activities and historical
working, the area, attracted both local and foreign groups in the 1990s. Sagon
Mining and Wamarco Gold International acquired reconnaissance and prospecting
concessions respectively covering portions of the application area. Portion of
the concession area was also held under a large reconnaissance licence by
Anglo-American Corp, which was latter transferred to Gyata Exploration (a
subsidiary of Goldfields Gh Ltd.).

                                      -12-
<PAGE>

Sagon optioned its concession to African Gold Resources who conducted regional
drainage survey and preliminary soil sampling program on the concession. La
Source later conducted due diligence stream sediment and soil sampling programs
Sagon has since allowed the licence to lapse.
Warmarco's work in the entire concession included reconnaissance mapping, rock
sampling, stream sediment and limited soil sampling. Four mining leases along
margin of the Sefwi Belt and adjacent Sunyani Basin cover the Yamfo-Kenyase gold
trend located 10-15 km west of the application area. Current estimates indicate
that the collective open-pit resources are in the order of 8 millions ounce
(in-situ) gold.

TYPES OF GOLD OCCURRENCES
Gold occurrence is widespread in the Birimian and Tarkwaian rocks of Ghana.
The gold occur as:
     o    Modem placers deposits
     o    Ancient paleoplacers in Tarkwaian conglomerates
     o    Vein systems hosted primarily in Birimian metasediments and to a
          lesser extend in Birimian volcanics/volcaniclatics.
     o    Sulphide ore associated mainly with arsernopyrite and pyrite
     o    Quartz vein and stockwork systems in intrusives
     o    Oxidized ores.

The proposed concession's location from the nearby Yamfo-Kenyase deposits must
be considered quite favourable.

STYLES OF MINERALISATION
Major styles of gold mineralization identified in the nearby Yamfo-Kenyase
district and in the Sefwi Belt are:

                                      -13-
<PAGE>

     1.   Shear-hosted low-grade laterally extensive disseminated sulphide and
          quartz stockwork systems within Birimian metasediments and
          volcaniclastics (Bibiani).
     2.   Mineralization in highly sheared altered and tectonised basin
          metasediments (greywackes), which are genetically related to shears.
          (Teekyere and Yamfo in the Yamfo-Kenyase district)
     3.   Mineralization associated with silica- sericite-carbonate-sulphide
          (mainly pyrite) alteration zones and quartz stockwork systems in
          intensely deformed and highly altered granitoid (Chirano, Chichwere,
          Kenyase.)

The application area is most favoured for the Kenyase style of mineralization
(style 3). This proposed concession certainly warrants further attention.


                                      -14-
<PAGE>

                                  WORK PROGRAM
Wternity
Eternity proposed to do a more detailed ground exploration work as follow-up to
exploration work by previous concession holders in the area. The airbone
geophysical survey (magnetics, radiometrics) data (200m line spacing) will be
interpreted. This will be and followed by stream geochemistry (to confirm and
amplify some previous work), Where warranted, preliminary soil sampling
traverses will be carried out along with general geological and regolith
mapping. The initial work will be conducted over 5 months; follow-up work will
take 4 months and assessment of data and report preparation will take 2 months.
Meetings will be held with government officials, traditional rulers, elders,
opinion leaders and the general public to fully inform the local population of
EGL'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 field crew comprising 2 geologists, 2 geological technicians, 4 field
assistants and 30 unskilled casual labour will be engaged for field work on the
concession. Capital equipments including water pumps, gensets, communication
equipments, computers and assorted field equipments will be purchased. Two 4WD
vehicles will be purchased for work.

REVIEW OF PREVIOUS EXPLORATION WORK (1 month)
EGL will undertake a detailed assessment of all past work in the area. All known
information on the general area including lithology, structure, types of gold
mineralisation, records of old working, geochemical and geophysical data will be
collated and evaluated. The company's geologists assigned to the project will be
assisted by a consulting Geologist in the review of previous exploration data.


                                      -15-
<PAGE>

Reconnaissance Field Visits
Field visits will be undertaken to prospective areas selected on the basis of
results of the assessment of previous exploration data. The local geology and
regolith profile will be determined in preparation for soil sampling. These
visits will also aim at assessing possible infrastructural constraints, some of
which may be critical and would be of significance in our initial exploration
work. Old working sites indicated in reports would also be visited.
A Survey contractor will be contracted to undertaken survey work that will
establish the boundaries of the proposed concession. Pillars will be then
erected at the pillar locations of the proposed concession.

RECONNAISSANCE EXPLORATION (5 months)
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. These will be preceded by an evaluation and interpretation of airborne
geophysical data (magnetic, radiometric) and landsat imagery.

Stream Sediment and HMC Sampling
A drainage sampling program will be designed to cover the entire concession. A
high sampling density of 2-3 sample per sq.km will be adopted in selected
prospective areas in order to effectively locate possible gold-bearing
structures or bodies. Replicate sampling to check on results of previous stream
sediment sampling programs will be conducted. Values of 30ppb and 45ppb Au for
active stream sediments and trap (BLEG) samples respectively have been

                                      -16-
<PAGE>

considered as anomalous and have aided in delineating areas with gold-bearing
structures on the adjoining licences in the Yamfo-Keyase district.
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 300 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, silicification, 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.

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

                                      -17-
<PAGE>

during the mapping program. This program is aimed at identifying various
lithologic units, discernible alteration zones, structures and favorable
hostrocks.

Regolith Mapping
Much of the concession area is reported to be laterite capped thus limiting rock
exposures. Understanding the nature and distribution of ferruginous and
lateritic materials helps to develop geochemical sampling strategies for
weathered terrain. This knowledge can be attained by regolith-landform mapping
to establish regolith stratigraphy. This also paves the way for the most
appropriate geochemcial sampling media and techniques to be adopted.

Assessment of Old Workings and Other Gold Indices
This stage of work will involve locating and sampling of historical workings.
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:

     o    rehabilitation of old workings
     o    sketch geological mapping
     o    grab/selective sampling of dumps, outcrops or tailings
     o    drainage sampling in the immediate vicinity of occurrence
Approximately 50 samples are expected to be generated.

FOLLOW-UP WORK (4 months)
This follow-up work will aim at isolating and evaluating bedrock sources of
stream geochem anomalies. This work will entail the following:

                                      -18-
<PAGE>

     1.   Reconnaissance Geochemical Sampling.
     2.   Preliminary Ground Geophysical surveys.
     3.   Limited Pitting and Trenching.

Reconnaissance Soil Sampling
Reconnaissance soil sampling to cover target areas with significant stream
geochem anomalies and areas where favorable structures have been interpreted
will follow the regional lithologic and structural studies.

Soil geochemistry has proven to be an invaluable tool in exploration successes
in the adjoining concession within the Yamfo-Kenyase district. Areas underlain
by the belt-type intermediate granitoid in these concessions have featured broad
but low-grade soil anomalies (50-200ppb) and subsequent work revealed the
anomalies were underlain by very significant and extensive mineralization (eg
Kenyase).
EGL will draw from the experiences of soil sampling programs of within the
adjoining Yamfo-Kenyase district. The emphasis will be on sampling methodology,
quality control, analytical methods and interpretation.

Survey
     o    establishment of baseline
     o    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 for the geological or structural trend as
defined by the landsat and airborne geophysical data. Grid crosslines will be

                                      -19-
<PAGE>

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.

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.

                                     - 20 -
<PAGE>

ENVIRONMENTAL ISSUES
During the performance of reconnaissance work, EGL will be sensitive to the
environment in general and the indigenous population in particular. Practices to
be observed will include:
     o    Tree cutting to be minimal.
     o    Large pits and trenches will be fenced or covered.
     o    Stream pollution will be avoided.
     o    Sacred ground will be avoided
     o    Any cash and food crops destroyed will be adequately compensated.
At the feasibility stage, a complete environmental assessment would be carried
out in line with the guidelines laid down by the Environmental Protection
Agency.


                                      -21-
<PAGE>

                                 PROPOSED COSTS

REVIEW OF PREVIOUS EXPLORATION DATA (1 Month)
---------------------------------------------


Consultant                                                             $5000

2 Geologist @ (cent)250,000/day
for 30 days                                        (cent)15,000,000


                                 Sub-Total= (cent)15,000,000           $5000


RECONNAISSANCE EXPLORATION (5 months)
-------------------------------------

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

2 Geologist @ (cent)250,000/man/day
for 150 days                                       (cent)75,000,000

2 Geological Technician @ (cent)150,000 /man/day
for 150 days                                       (cent)45,000,000

4 Field Assistants @ (cent)75,000/man/day
for 150 days                                       (cent)45,000,000

30 Unskilled Casual Labour @ (cent)30,000/man/day
for 130 days                                       (cent)117,000,000


Transport
---------

2 4WD Pick-up Vehicles                                                 $60,000

Vehicle running cost @ (cent)180,000/vehicle/day
for 150 days                                       (cent)54,000,000

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

Hand and Mineral processing tools,                 (cent)20,000,000    $1500
Safety equipment, sample bags, etc


                                      -22-
<PAGE>

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

Computers, Communication gadgets                                       $10,000
Water pumps, genset, 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)60,000,000
donations, crop compensation, etc

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

300 stream sediment samples @ $8.50/sample                             $2250
200 rock-chip and grab samples @ $7.50/sample                          $1500

                                 Sub-Total= (cent)446,000,000          $75,250


FOLLOW-UP WORK (4 months)
-------------------------

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

2 Geologists@ (cent)250,000/day
for 120 days                                       (cent)60,000,000

2 Geological Technicians@ (cent)150,000/day
for 120 days                                       (cent)36,000,000

4 Field Assistants @ (cent)75,000/man/day
for 120 days                                       (cent)36,000,000

30 Unskilled Casual labour @ (cent)30,000/man/day
for 100 days                                       (cent)90,000,000


Transport
---------

Vehicle running costs @ (cent)180,000/vehicle/day
for 120 days                                       (cent)43,200,000

                                      -23-
<PAGE>

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

Same as above                                      (cent)15,000,000    $1,500

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

Airphotos, Landsat imagery, Airborne                                   $25,000
Geophysical data, relevant Geological
data

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

Same as above                                      (cent)50,000,000

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

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

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

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

Surveying/Geodetic                                 (cent)45,000,000

Geophysical Surveys                                                    $10,000


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

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

200 rock channel and grab samples @ $7.50/sample                       $1500


                                 Sub-Total= (cent)395,000,000          $50,725


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

General Consulting                                                     $10,000


                                      -24-
<PAGE>

                                GOLD CONCESSION
                              FOR ETERNITY GH. LTD
                            SITUATE AT DUAYAW NKWANTA
                                SHEWN EDGED PINK
                               AREA=66.82 SQ. KM.


                                  [MAP OMITTED]