Exhibit 10.M

                                         [LOGO OMITTED]

                                            ETRUSCAN



                               January 29, 2007



                               BY COURIER

                               Haber Inc.
ETRUSCAN RESOURCES INC.        58 Medford Street
                               Arlington, MA
SUITE 306, ROYAL BANK BUILDING USA 02474

1597 BEDFORD HIGHWAY

HALIFAX, NOVA SCOTIA           Attention:  Albert B. Conti
                                           President and COO
CANADA  B4A 1E7

                               Dear Al:

PHONE (902) 832 6700           Re: Etruscan - Haber

FAX (902) 832 6702
                               Enclosed for your records is a fully executed
                               copy of the Joint Venture Agreement.


                               Yours truly,

                               ETRUSCAN RESOURCES INC.



                               /s/ Janice A. Stairs
                               Janice A. Stairs
                               Vice President and General Counsel


                               JAS:crl
                               Enclosure


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                             JOINT VENTURE AGREEMENT




                        ETRUSCAN RESOURCES GHANA LIMITED


                                       AND


                           HABER MINING GHANA LIMITED









                                                                January 22, 2007


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                                TABLE OF CONTENTS
                                -----------------

                                                                          Page
                                                                          ----


1.  INTERPRETATION.........................................................  2

2.  FORMATION OF JOINT VENTURE.............................................  7

3.  ETRUSCAN GHANA MAY INCREASE INTEREST................................... 10

4.  MANAGER................................................................ 11

5.  MANAGER TO PROVIDE INFORMATION......................................... 12

6.  OPERATING COMMITTEE.................................................... 13

7.  AUDIT OF JOINT VENTURE OPERATIONS...................................... 14

8.  MAINTENANCE OF TENEMENT AND REHABILITATION............................. 15

9.  CASH CALLS............................................................. 15

10.  DILUTION ............................................................. 16

11.  INDEPENDENCE ......................................................... 17

12.  CONFIDENTIALITY ...................................................... 18

13.  WARRANTIES ........................................................... 18

14.  ASSIGNMENT - RIGHT OF FIRST REFUSAL .................................. 19

15.  SURRENDER OF JOINT VENTURE INTEREST .................................. 22

16.  DECISION TO MINE ..................................................... 22

17.  STAMP PROJECT ........................................................ 25

18.  NOTICES .............................................................. 25

19.  NO PARTITION ......................................................... 27

20.  FORCE MAJEURE ........................................................ 27

21.  ABANDONMENT OR SURRENDER OF LICENSES ................................. 28

22.  DISPUTE RESOLUTION ................................................... 28

23.  COSTS ................................................................ 28

24.  GOVERNING LAW ........................................................ 29

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                             JOINT VENTURE AGREEMENT


          THIS AGREEMENT is made as of January 22, 2007,


BETWEEN:

          ETRUSCAN RESOURCES GHANA LIMITED, a company incorporated under the
          laws of the Republic of Ghana and whose registered address is 3rd
          Floor, Teachers' Hall, Education Loop, Off Barnes Road, Adabraka,
          Accra, PO Box 1632, Accra, Ghana ("Etruscan Ghana")

                                                               OF THE FIRST PART

          - and -

          HABER MINING GHANA LIMITED, a company incorporated under the laws of
          the Republic of Ghana and whose registered office is No. 1, 4th
          Circular Close, SSNIT Estate, Cantonments, Accra, Ghana ("Haber
          Ghana")

                                                              OF THE SECOND PART


RECITALS:

A.   Haber Ghana has entered into a call option agreement with Eternity Ghana
     Limited dated as of September 2006, pursuant to which Haber Ghana is
     entitled to acquire the Eternity License;

B.   Haber Ghana is the registered and beneficial owner of the Uprightness
     License, which is valid until December 20, 2007;

C.   Haber Ghana has the sole and exclusive right to apply to the Ghana
     Mineral's Commission for the issuance of the Good Ground Licenses by reason
     that Haber Ghana is the registered and beneficial owner of the Good Ground
     reconnaissance license which expired on November 9, 2006; and

D.   Haber Ghana and Etruscan Ghana wish to form a joint venture for the purpose
     of exploring and, if warranted, developing and mining the lands governed by
     the Licenses on the terms and conditions set forth herein.

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                                     - 2 -

THE PARTIES AGREE AS FOLLOWS:

1.   INTERPRETATION

1.1  In this Agreement unless the context otherwise requires:

     (1)  "Business Day" means a day during which banks are open for general
          banking business in Arlington, Massachusetts and Halifax, Nova Scotia;

     (2)  "Call Option Agreement" means the call option agreement dated
          September 2006 between Haber Ghana and Eternity Ghana Limited, a copy
          of which is attached as Schedule A;

     (3)  "Commencement Date" means the date on which any funds are disbursed by
          Lawfield's Consulting in accordance with clauses 2.1(1);

     (4)  "Eternity License" means the reconnaissance license to be acquired by
          Haber Ghana pursuant to the Call Option Agreement;

     (5)  "Exploration" means all activities aimed at the discovery, location
          and delineation of minerals and includes, without limitation,
          feasibility studies, assessments, assays and metallurgical work;

     (6)  "Feasibility Study" in relation to any proposed Mining Operation,
          means a study of all aspects of the proposed Mining Operation which:

          (a)  provides estimates from appropriate sampling programmes of the
               tonnes of proven and probable mineable reserves of ore and the
               grades thereof;

          (b)  contains estimates of both capital costs and operating costs
               likely to be incurred in establishing and conducting Mining
               Operations, including costs to be incurred in Mine Development,
               pre-production and crushing and treatment;

          (c)  analyses how to proceed with Mining Operations to economically
               and commercially extract minerals;

          (d)  contains an assessment of environmental factors affecting the
               proposed Mining Operations, including costs of environmental
               management, environmental rehabilitation and environmental
               closure;

          (e)  includes reference to relevant marketing and financial aspects;

          (f)  states whether or not establishment of the proposed Mining
               Operations is commercially viable;

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                                     - 3 -

          (g)  includes a schedule of relevant approvals necessary before
               production may commence; and

          (h)  contains such other information in such form and level of detail
               as may be appropriate and necessary to allow a bank or other
               reputable lending institution familiar with the mining industry
               to make a decision as to whether to loan funds for such Mining
               Operation;

     (7)  "Good Ground Licenses" means four prospecting licenses to be issued by
          the Ghana Mineral's Commission in respect of the licensed areas
          covered by the Good Ground reconnaissance license issued to Haber
          Ghana on October 19, 2005, a copy of which reconnaissance license is
          attached as Schedule B;

     (8)  "HG Process" means the Haber gold process, being a chemical system for
          the hydrometallurgical extraction of gold from its ores;

     (9)  "Joint Venture" means the joint venture constituted under clause 2.4
          of this Agreement;

     (10) "Joint Venture Expenditure" means all costs, expenses and liabilities
          incurred in connection with the Exploration, development and mining of
          the Joint Venture Properties, accounted for in accordance with
          accounting principles accepted in Canada including (without
          limitation):

          (a)  Outgoings; and

          (b)  an administrative overhead charge not exceeding 7.5% of direct
               expenditure (excluding expenditures on the construction of
               facilities for a Mining Operation or in the conduct of a Mining
               Operation);

     (11) "Joint Venture Interest" means in relation to a Participant:

          (a)  its interest (from time to time) as a tenant in common in the
               Joint Venture Property; and

          (b)  its right to take in kind a share of minerals derived from the
               Joint Venture Properties, subject to the liabilities and
               obligations attaching to the foregoing and imposed by this
               Agreement;

     (12) "Joint Venture Operations" means all activities as are necessary or
          desirable in order to implement and give full effect to the provisions
          and purposes of this Agreement as they relate to the Joint Venture;

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                                     - 4 -

     (13) "Joint Venture Property" means all property of whatsoever kind held,
          developed, acquired or created by or on behalf of the Participants for
          the purpose of the Joint Venture, including (without limitation):

          (a)  the Licenses, together with all renewals, extensions,
               consolidations, replacements or amendments thereto or to any part
               thereof and all other mining tenements granted in substitution of
               them and all rights and obligations arising from them;

          (b)  all property and choses in action (including licensing
               agreements), mining, processing, handling and related facilities
               and equipment (whether moveable or otherwise) and all other
               improvements and property located on the land governed by the
               Licenses;

          (c)  all Mining Information; and

          (d)  all minerals, concentrate and ore prior to their being taken in
               kind by the Participants;

          provided however, the Joint Venture Property shall not include any
          property or ore located on any portion of the lands governed by the
          Licenses which are designated by the Manager for exclusive use by
          Haber Ghana for the development of the STAMP program in accordance
          with clause 17;

     (14) "Lawfield's Consulting" means the law firm so named with an office at
          Cantonments, Accra;

     (15) Licenses" means the Good Ground Licenses, the Uprightness License and
          the Eternity License unless the meaning thereof is modified in
          accordance with clause 2.1;

     (16) "Manager" means the Participant appointed to conduct Joint Venture
          Operations pursuant to clause 4, but references to the Manager do not
          include references to that Participant in any other capacity;

     (17) "McInnes Cooper" means the law firm so named with an office at
          Halifax, Nova Scotia, Canada;

     (18) "Mine Development" means the location, opening and development of
          mines and all activities necessary, expedient, conducive or incidental
          thereto including without limitation pre-stripping and the removal and
          disposal of over-burden and waste;

     (19) "Mining Information" means all technical information including
          (without limitation) geological, geochemical and geophysical reports,
          surveys, mosaics, aerial photographs, samples, drill core, drill logs,
          drill pulp, assay results, maps and plans relating to the Licenses or
          to Joint Venture Operations, whether in physical, written, electronic
          or other form;

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                                     - 5 -

     (20) "Mining Operations" means commercial mining operations and all
          activities necessary, expedient, conducive or incidental thereto
          including without limitation:

          (a)  Mine Development; and

          (b)  the weighing, sampling, assaying, mining, extraction, crushing,
               refining, treatment, transportation, handling, storage, loading
               and delivery of minerals, concentrate and ore;

     (21) "Notice" means a notice, demand, consent or authority given or made by
          any person pursuant to this Agreement;

     (22) "Operating Committee" means the operating committee formed under
          clause 6.1 of this Agreement;

     (23) "Outgoings" means all rents, rates, survey fees and other fees and
          charges by the Ghana Mineral's Commission or any other governmental
          authority with jurisdiction or otherwise in connection with the Joint
          Venture Properties;

     (24) "Participant" means Etruscan Ghana and Haber Ghana and any other
          person to whom any Joint Venture Interest is duly assigned in
          accordance with this Agreement;

     (25) "Party" means a party to this Agreement;

     (26) "Production Joint Venture Agreement" means the agreement entered into
          or deemed to be entered into by the Participants pursuant to clause
          16.4 in respect of a Production Area;

     (27) "Production Area" means that part of a License or Licenses which is
          the subject of a resolution pursuant to clause 16.2(2);

     (28) "Related Body Corporate" means, in relation to a body corporate, a
          second body corporate which controls, is controlled by or is in common
          control with the first mentioned body corporate; and

     (29) "Sole Contributor" means a Participant who is solely contributing to
          Joint Venture Expenditure;

     (30) "STAMP" program means the program to be undertaken by Haber, Inc. to
          eliminate the use of mercury for gold extraction by small-scale miners
          in Ghana;

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                                     - 6 -

     (31) "Uprightness License" means the reconnaissance license issued by the
          Ghana Mineral's Commission to Haber Ghana, a copy of which is attached
          as Schedule C; and

     (32) "US$" means the lawful currency of the United States of America.

1.2  In this Agreement unless the context otherwise requires:

     (1)  the singular includes the plural and vice versa; the use of

     (2)  one gender includes all other genders;

     (3)  person means and includes a natural person, firm or corporation; and

     (4)  a reference to a matter being "to the knowledge" of a person means
          that the matter is to the best of the knowledge and belief of that
          person after making reasonable enquiries in the circumstance.

1.3  This Agreement binds each Party and their respective successors and
     permitted assigns. A reference in this Agreement to a Party means and
     includes that Party and its successors and permitted assigns.

1.4  Where the day or date appointed or specified by this Agreement for the
     payment of any money is not a Business Day, the day or last day by which
     payment of that money must be made is the next following Business Day.

1.5  Time is of the essence in this Agreement at all times and in all respects.

1.6  No Party is taken to waive any breach of this Agreement by any other Party
     unless the waiver is in writing and signed by the Party granting the
     waiver. Such waiver applies only to the breach specified in writing and
     does not constitute a general waiver unless expressly defined as a general
     waiver.

1.7  The single or partial exercise, failure to exercise or delay in exercising
     any right, power or privilege under this Agreement does not:

     (1)  operate as a waiver of that right, power or privilege; or

     (2)  preclude any other or further exercise of that right, power or
          privilege or the exercise of any other right, power or privilege.

1.8  Notwithstanding anything said or written prior to this Agreement being
     signed, the provisions of this Agreement constitute the entire
     understanding of the Parties and constitute the entire terms agreed upon
     between them and supersedes and replaces entirely any prior written or
     verbal agreement between the Parties. The Parties agree that no other
     covenants, warranties, representations or agreements apply to the
     transaction or transactions included in this Agreement by reason of any

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                                     - 7 -

     promise or oral statement, representation, warranty, covenant or
     undertaking made or given by any Party at or prior to the execution of this
     Agreement.

1.9  Each Party agrees to execute, complete, deliver, make and do all documents,
     instruments, notices, acts and things necessary or required to implement
     and give full effect to the provisions and purpose of this Agreement.

1.10 This Agreement may only be varied by written instrument signed by both
     Parties.

1.11 Headings in this Agreement, other than headings in the Schedules (if any),
     are for convenience and identification of clauses only and do not affect
     the interpretation of this Agreement.

1.12 The statements in the Recitals to this Agreement are incorporated in and
     form part of this Agreement. The Parties warrant that all of the statements
     contained in the Recitals are true and correct and that they have each
     respectively entered into this Agreement in reliance upon the truth and
     accuracy of the statements in the Recitals.

1.13 If any provision or part of a provision of this Agreement is or becomes
     void, invalid or unenforceable for any reason, then it is severed from this
     Agreement, but the remainder of this Agreement continues in full force and
     effect and unaffected by the severance.

1.14 A reference to any statute in this Agreement includes all amendments for
     the time being in force and any other statute enacted in substitution for
     and the regulations, by-laws, ordinances, requisitions or other orders for
     the time being made under that statute.

1.15 A Party in default under the provisions of this Agreement must pay all
     costs incurred by any other Party arising out of that default and any
     Notice relating to that default.

2.   FORMATION OF JOINT VENTURE

2.1  Within 5 Business Days of the execution of this Agreement, Etruscan Ghana
     shall cause the sum of US$700,000 to be delivered as follows:

     (1)  US$387,000 to "Lawfield's Consulting in trust", with irrevocable
          instructions (subject to the provisos set forth below) to disburse
          such funds as follows:

          (a)  US$15,000 to the Ghana Mineral's Commission when it receives
               written confirmation from Etruscan Ghana and Haber Ghana that the
               Ghana Mineral's Commission has recommended that the Eternity
               License be transferred to and registered in the name of Haber
               Ghana;

          (b)  US$60,000 to the Ghana Mineral's Commission when it receives
               written confirmation from Etruscan Ghana and Haber Ghana that the
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                                     - 8 -

               Ghana Mineral's Commission has recommended that the Good Ground
               Licenses be issued to and registered in the name of Haber Ghana;

          (c)  US$300,000 to Eternity Ghana Ltd. in payment of the purchase
               price for the acquisition of the Eternity License by Haber Ghana
               when it receives written confirmation from Etruscan Ghana and
               Haber Ghana that: (i) Haber Ghana has duly and properly exercised
               its rights to acquire the Eternity License pursuant to the terms
               of the Call Option Agreement; (ii) Haber Ghana has received
               Ministerial approval for the transfer of the Eternity License to
               Haber Ghana; and (iii) Haber Ghana is in a position to acquire
               the Eternity License in accordance with the terms of the Call
               Option Agreement;

          (d)  US$12,000 to Haber Ghana to defray bank and legal costs when the
               funds are released in accordance with 2.1(1)(c); and

     (2)  US$313,000 to "McInnes Cooper in trust", with irrevocable instructions
          (subject to the provisos set forth below) to transfer such funds to or
          at the direction of Haber Ghana when it receives written confirmation
          from Etruscan Ghana and Haber Ghana that the Good Ground Licenses have
          been issued to Haber Ghana;

     PROVIDED HOWEVER, if the US$700,000 has not been fully disbursed by
     Lawfield's Consulting and McInnes Cooper on or before March 31, 2007,
     Etruscan Ghana shall in its sole discretion have the option to require that
     the balance of the funds not so disbursed together with all interest earned
     thereon be returned to Etruscan Ghana, at which time:

          (a)  if no funds have been disbursed or if the only funds that have
               been disbursed are those referred to in clauses2.1(1)(a) or (b),
               this Agreement shall terminate and be of no further force or
               effect except as set forth in the proviso below and each of the
               Parties hereto shall bear all of their own costs in relation
               thereto or, at the option of Etruscan Ghana, this Agreement shall
               survive and the Licenses shall be comprised only of the
               Uprightness License;

          (b)  if the funds referred to in clauses 2.1(1)(b) and 2.1(2) have
               been disbursed, the Licenses shall be comprised of the
               Uprightness License and the Good Ground Licenses; and

          (c)  if the funds referred to in clauses 2.1(a), (c) and (d) have been
               disbursed, the Licenses shall be comprised of the Uprightness
               License and the Eternity License;

     AND FURTHER PROVIDED HOWEVER, if the funds referred to in clauses 2.1(a)
     and (b) have been disbursed but the license in question is not so issued or
     transferred, Etruscan Ghana shall be entitled to receive any reimbursement
     of the fees paid to the Ghana Minerals Commission and this right shall
     survive the termination of this Agreement.

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                                     - 9 -

2.2  If the US$700,000 has not been fully disbursed by Lawfield's Consulting and
     McInnes Cooper in accordance with clauses 2.1(1) and (2) on or before March
     31, 2007, Etruscan Ghana shall exercise its option as provided for in
     clause 2.1 by notice in writing to Haber Ghana on or before April 5, 2007.

2.3  Haber Ghana agrees that:

     (1)  forthwith upon the execution of this Agreement, it shall take all
          commercially reasonable steps to:

          (a)  exercise its right to acquire the Eternity License in accordance
               with the Call Option Agreement and, without restricting the
               forgoing, it shall issue a Notice of Exercise of the Call Option
               to Eternity Ghana Limited as contemplated by Section 3.1 all the
               Call Option Agreement no later than February 1, 2007 stipulating
               a Settlement Date of no later than March 31, 2007; and

          (b)  cause the Good Ground Licenses to be issued in the name of Haber
               Ghana;

     (2)  following the Commencement Date, it shall hold the Licenses and any
          Joint Venture Properties which remain registered in its name in trust
          for the Participants in accordance with the terms of this Agreement;
          and

     (3)  following the Commencement Date, it shall execute any and all
          documentation reasonably requested by Etruscan Ghana and provide all
          commercially reasonable assistance to Etruscan Ghana to cause any or
          all of the Licenses or Joint Venture Properties to be transferred to
          and assigned into the name of Etruscan Ghana, at the expense of
          Etruscan Ghana, to be held by Etruscan Ghana for the Participants in
          accordance with the terms of this Agreement.

2.4  On the Commencement Date, the parties hereto shall be deemed to have
     associated in a joint venture for the purpose of exploring and, if
     warranted, developing and mining the Joint Venture Properties.

2.5  Effective on the Commencement Date, the Joint Venture Interests of the
     Participants are:

     Etruscan Ghana:           50%
     Haber Ghana:              50%

2.6  Nothing in this Agreement makes either Participant a partner of the other
     Participant nor, except as expressly provided in this Agreement,
     constitutes the other Participant an agent or representative of the other
     Participant or creates any fiduciary relationship between them.

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                                     - 10 -

2.7  No Participant has any authority to act on behalf of any other Participant,
     except as expressly provided in this Agreement. Where a Participant acts on
     behalf of another without authority, such Participant must indemnify the
     other from any losses, claims, damages and liabilities arising out of any
     such act.

2.8  Each Participant has the right to take in kind and separately dispose of,
     in proportion to its Joint Venture Interest, all minerals produced by the
     Joint Venture.

2.9  The liabilities of the Participants to each other and to third parties is
     several in proportion to their respective Joint Venture Interests from time
     to time and is not joint nor joint and several.

3.   ETRUSCAN GHANA MAY INCREASE INTEREST

3.1  Etruscan Ghana has the right to increase its Joint Venture Interest to 75%,
     which Etruscan Ghana hereby elects to exercise, by funding 100% of an
     aggregate of US$2.5 million of Joint Venture Expenditures, with minimum
     commitments as follows:

     (1)  on or before January 22, 2008, US$250,000;

     (2)  on or before January 22, 2009, US$750,000;

     (3)  and on or before January 22, 2010, US$1.5 million.

3.2  After incurring the Joint Venture Expenditures in accordance with clause
     3.1, Etruscan Ghana shall give notice to Haber Ghana that it has increased
     its Joint Venture Interest and shall provide Haber Ghana with a statement
     confirming that the requisite Joint Venture Expenditures have been
     incurred, in accordance with this Agreement, whereupon the Participant's
     Joint Venture Interests shall be deemed to be:

     Etruscan Ghana:           75%
     Haber Ghana:              25%

3.3  If Etruscan fails to make the minimum expenditures as set forth in clause
     3.1 or if Etruscan Ghana notifies Haber Ghana in writing that it intends to
     abandon its right to increase its Joint Venture Interest to 75%, then
     Etruscan Ghana's Joint Venture Interest shall be reduced to 49%.
     Thereafter, Etruscan Ghana shall execute any and all documentation
     reasonably requested by Haber Ghana and provide all commercially reasonable
     assistance to Haber Ghana to cause any or all of the Licenses or Joint
     Venture Properties to be transferred to and assigned into the name of Haber
     Ghana, at the expense of the Joint Venture, to be held by Haber Ghana for
     the Participants in accordance with the terms of this Agreement.

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4.   MANAGER

4.1  Subject to clause 4.2, Etruscan Ghana is, and is entitled to remain, the
     Manager while it:

     (1)  is the Sole Contributor to Joint Venture Expenditure, or

     (2)  holds a Joint Venture Interest of 50% or greater.

4.2  The Manager may resign on 30 days' notice to the Participants.

4.3  The Manager may be removed if it commits gross negligence or willful
     default.

4.4  Upon retirement or removal of Etruscan Ghana as Manager, the other
     Participant may appoint a Manager.

4.5  While Etruscan Ghana is the Sole Contributor to Joint Venture Expenditure,
     it (as Manager) is solely responsible for determining, approving and
     carrying out any programmes and budgets.

4.6  At all times, the Manager:

     (1)  is responsible for all day to day operations of the Joint Venture;

     (2)  must carry out Joint Venture activities in accordance with good mining
          industry practice, with reasonable care, skill and diligence and in
          accordance with all applicable laws and regulations; and

     (3)  must keep and maintain the Licenses in good standing, and in
          particular must ensure that all obligations imposed on the holder of a
          License or other mineral right are fulfilled, including:

          (a)  the filing of any application for renewal of the Licenses;

          (b)  the preparation on behalf of the registered holder of the
               Licenses of all reports required to be fled with applicable
               authorities;

          (c)  satisfying any minimum work commitments or expenditures required
               under the Licenses; and

          (d)  paying any fees to all governmental authorities as are necessary
               to keep the Licenses in good standing.

4.7  After Etruscan Ghana ceases to be the Sole Contributor to Joint Venture
     Expenditure, the Manager must:

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                                     - 12 -

     (1)  prepare a programme and budget for each 6 month period commencing on 1
          January and 1 July of each year for consideration by the Operating
          Committee;

     (2)  carry out the Joint Venture activities in accordance with programmes
          and budgets approved by the Operating Committee;

     (3)  not exceed an approved budget by more than 10% without the prior
          written consent of the Operating Committee, except in relation to
          emergency expenditure;

     (4)  promptly carry out the instructions and directions of the Operating
          Committee;

     (5)  maintain complete and accurate books, records and accounts of all
          transactions relating to the Joint Venture which are open for
          inspection and audit by the Participants;

     (6)  furnish to the Participants such written reports as the Operating
          Committee may direct; and

     (7)  subject to clause 4.1, may be removed by resolution of the Operating
          Committee.

4.8  Subject to clause 8.2, the Manager is not liable to any Participant for any
     losses sustained or liability incurred by the Joint Venture other than as a
     direct result of the Manager's willful misconduct or gross negligence and
     each Participant is liable to indemnify the Manager in proportion to their
     respective Joint Venture Interests in respect of the same except where any
     such loss or liability arises as a direct result of the Manager's willful
     misconduct or gross negligence.

5.   MANAGER TO PROVIDE INFORMATION

5.1  As and from the Commencement Date, the Manager must furnish the following
     to each Participant:

     (1)  each annual programme and budget adopted by the Manager whilst
          Etruscan Ghana is the Sole Contributor to Joint Venture Expenditure;

     (2)  within 30 days following each June 30 and December 31, a written
          semi-annual progress report, which report must include a statement of
          expenditure;

     (3)  a copy of any material report or map produced by the Manager
          concerning Joint Venture Operations; and

     (4)  a copy of all reports submitted to any governmental authority.

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6.   OPERATING COMMITTEE

6.1  As soon as Etruscan Ghana ceases to be the Sole Contributor to Joint
     Venture Expenditure, the Participants must form and then maintain an
     operating committee which must, unless otherwise agreed, meet not less than
     once in each calendar quarter.

6.2  Each Participant is entitled to appoint 2 representatives as members of the
     Operating Committee and to remove any person so appointed and to appoint
     another person in their place. Any appointment or removal is to be effected
     by notice in writing to the other Participant.

6.3  The Operating Committee may review and give directions to the Manager as to
     Joint Venture Operations and may consider and approve (subject to
     modification or otherwise) the nature and content of programmes and budgets
     relating to Joint Venture Operations proposed by the Manager.

6.4  The voting power of each Participant's representatives at meetings of the
     Operating Committee is one vote for each percentage point of that
     Participant's Joint Venture Interest as at the date of the meeting.

6.5  In the event of a deadlock in voting on matters requiring simple majority
     vote:

     (1)  the Participants (through their respective senior management) must
          meet and in good faith attempt to resolve the deadlock;

     (2)  whilst the deadlock continues, operations must continue at a rate not
          greater than the rate of operations undertaken immediately prior to
          the deadlock arising;

     (3)  if the matter the subject of the deadlock:

          (a)  does not relate to the approval of any budget in excess of that
               required to keep the Licenses in good standing, then after a 3
               month period, the decision of whichever Participant is the
               Manager prevails; and

          (b)  relates to the approval of any budget in excess of that required
               to keep the Licenses in good standing, then any Participant who
               is not in agreement with the decision of the Manager may at any
               time within six weeks following the commencement of the deadlock
               elect to dilute its Joint Venture Interest with respect to such
               budget in accordance with clause 10. If no election is made by
               any Participant who is not in agreement with the decision of the
               Manager within the six week period, that Participant is deemed to
               have elected to dilute its Joint Venture Interest with respect to
               such budget in accordance with clause 10.

6.6  All matters for decision by the Operating Committee require a majority vote
     for passage.

<PAGE>
                                     - 14 -

6.7  A decision by the Operating Committee is not effective to amend the terms
     of this Agreement.

6.8  Unless otherwise unanimously agreed by the Participants, a meeting of the
     Operating Committee may only:

     (1)  be convened on 20 Business Days' prior notice; and

     (2)  consider and vote upon matters included in any agenda comprised in or
          accompanying any notice convening the meeting of the Operating
          Committee.

6.9  The Manager must circulate sufficient relevant material with any agenda
     referred to in clause 6.8(2) to allow the Participants to make an informed
     decision on any matter to be considered and voted upon at the meeting of
     the Operating Committee.

7.   AUDIT OF JOINT VENTURE OPERATIONS

7.1  Unless the Operating Committee passes a unanimous resolution of all the
     Participants not to appoint an auditor, the Operating Committee must
     appoint an auditor to conduct audits of any bank account maintained by the
     Manager in connection with the Joint Venture and of the books of account
     maintained by the Operating Committee in respect of the Joint Venture
     Operations pursuant to this clause 7.1 and to audit and express his or her
     opinion on the fairness and accuracy of the financial accounts of the Joint
     Venture. The costs of such audits constitute Joint Venture Expenditure.

7.2  Any Participant who requires any particular audit requirements to be
     satisfied by the auditor in connection with his or her audits under clause
     7.1 must make known to the Operating Committee in writing its particular
     requirements. The costs of meeting any particular requirements of any
     Participant in that regard will be to the account of that Participant.

7.3  Any Participant may, once a year at its own cost, carry out its own audit
     of any one or more of the Joint Venture, the Joint Venture Property
     (including any bank account maintained by the Manager in connection with
     the Joint Venture) and the books and records maintained by the Manager in
     connection with the Joint Venture. Any Participant wishing to conduct such
     an audit must make arrangements with the Manager for access to such books,
     records and accounts as may reasonably be required for the purpose, and the
     Manager must permit such access upon reasonable notice.

7.4  The Manager must, on a timely basis on receiving reasonable notice from any
     Participant, provide that Participant with copies of any relevant report or
     project data. If the notice requires a report or project data which must be
     specifically generated for the Participant, or which has previously been
     provided to the Participant, then the generation and provision of the
     report or project data must be at the cost of the Participant requesting
     it.

<PAGE>
                                     - 15 -

8.   MAINTENANCE OF TENEMENT AND REHABILITATION

8.1  The Manager and each Participant must not do anything or omit to do
     anything which would jeopardize the Licenses or any of the Joint Venture
     Property.

8.2  Etruscan Ghana hereby indemnifies Haber Ghana during any period in which it
     is the Sole Contributor against all losses suffered by Haber Ghana and
     against all claims, demands and causes of action by third parties to the
     extent that they arise out of Exploration or Mining activities carried out
     by Etruscan Ghana, its agents or subcontractors on the Licenses.

9.   CASH CALLS

9.1  After Etruscan Ghana ceases to be the Sole Contributor to Joint Venture
     Expenditure:

     (1)  the Manager must within 30 days after the end of each month, issue to
          each Participant a cash call for its share of Joint Venture
          Expenditure paid or incurred during the preceding month;

     (2)  the Manager may, not more than 30 days prior to the commencement of
          any month, issue cash calls for estimated costs which the Manager
          anticipates will be incurred during that month;

     (3)  all cash calls must be paid within 14 days after receipt; and

     (4)  all Participants are liable to contribute to Joint Venture Expenditure
          in proportion to their Joint Venture Interests from time to time.

9.2  A Participant that does not pay a cash call by the due date must pay
     interest thereon at a rate equal to 3% above the London Inter Bank Offer
     Rate (LIBOR) from time to time.

9.3  The Manager is entitled to recover moneys owing by a defaulting Participant
     in any court of competent jurisdiction.

9.4  If a Participant defaults in the payment of a cash call properly issued to
     it and if default continues for more than 10 days, the other Participants
     may elect to dilute the Joint Venture Interest of the defaulting
     Participant in accordance with clause 10.2 by paying the whole or any
     portion of the defaulting Participant's cash call. If a non-defaulting
     Participant pays the whole or any portion of a defaulting Participant's
     cash call, the non-defaulting Participant who pays the defaulting
     Participant's cash call is deemed for the purposes of clause 10.2 to have
     incurred additional Joint Venture Expenditure equivalent to 25% of the
     amount paid by reason of the default.

<PAGE>
                                     - 16 -

10.  DILUTION

10.1 The following applies in relation to voluntary dilution by a Participant,
     which dilution may only occur prior to a decision to mine:

     (1)  within 14 days after approval by the Operating Committee of a
          programme and budget, any Participant may elect not to contribute to
          the programme or budget. If a Participant makes such an election, the
          other Participant must within a further 14 days either:

          (a)  elect to contribute to the programme or budget as approved by the
               Operating Committee; or

          (b)  submit to the Operating Committee a revised programme or budget
               for the Operating Committee's approval;

     (2)  if in accordance with clause 10.1(1)(a), a Participant elects to
          contribute to the programme or budget as approved by the Operating
          Committee, the Participant that elected not to contribute ("Diluting
          Participant") will have its Joint Venture Interest diluted in
          accordance with the dilution formula set out in clause 10.2; and

     (3)  notwithstanding anything in this clause, voluntary dilution is not
          permitted in respect of any programme and budget which is necessary to
          maintain the Licenses in good standing.

10.2 The Joint Venture Interest of a Diluting Participant will be diluted and
     recalculated from time to time in accordance with the following formula:

     New Joint Venture Interest = A x 100
                                  -------
                                     B

     Where:

     A    =    the total amount of Joint Venture Expenditure contributed by the
               Diluting Participant after Etruscan Ghana ceases to be the Sole
               Contributor to Joint Venture Expenditure up to and including the
               date of calculation, plus the deemed contribution of the Diluting
               Participant; and

     B    =    the total amount of Joint Venture Expenditure contributed by the
               Participants after Etruscan Ghana ceases to be the Sole
               Contributor to Joint Venture Expenditure up to and including the
               date of calculation, plus the deemed contribution of each
               Participant.

     For the purposes of the above formula and subject to any other clause of
     this Agreement:

     (1)  if Etruscan Ghana earns a 75% Joint Venture Interest in accordance
          with clause 3.1, the deemed contributions of:

<PAGE>
                                     - 17 -

          (a)  Etruscan Ghana is an amount equal to the aggregate of all amounts
               disbursed to persons other than Etruscan Ghana in accordance with
               clause 2.1 together with an amount equal to all amounts expended
               by Etruscan Ghana on Joint Venture Expenditures in accordance
               with clause 3.1; and

          (b)  Haber Ghana is an amount equal to 33 1/3% of the deemed
               expenditures of Etruscan Ghana calculated in accordance with
               clause 10.2(1)(a); and

     (2)  if Etruscan Ghana's Joint Venture Interest is reduced to 49% in
          accordance with clause 3.3 (i.e. by reason of Etruscan Ghana failing
          to make the minimum expenditures set forth in clause 3.1 or electing
          to abandon its right to increase its Joint Venture Interest to 75%),
          the deemed contribution of.

          (a)  Etruscan Ghana is an amount equal to the aggregate of all amounts
               disbursed to persons other than Etruscan Ghana in accordance with
               clause 2.1 together with an amount equal to all amounts expended
               by Etruscan Ghana on Joint Venture Expenditures in accordance
               with clause 3.1 (notwithstanding that Etruscan Ghana's Joint
               Venture Interest has not been increased to 75%); and

          (b)  Haber Ghana is an amount equal to 104% of the deemed expenditures
               of Etruscan Ghana calculated in accordance with clause
               10.2(2)(a).

10.3 If a diluting Participant's Joint Venture Interest is diluted to less than
     10%, then that Participant will be deemed to have withdrawn from the Joint
     Venture and surrendered its Joint Venture Interest in accordance with
     clause 15 but shall be entitled to a 5% net smelter royalty calculated and
     payable in accordance with Schedule D.

11.  INDEPENDENCE

11.1 The Manager conducts Joint Venture Operations as agent for all Participants
     and to the extent of those Joint Venture Operations has a fiduciary
     obligation to act in the interests of the Participants.

11.2 Subject to clause 11.1, each Participant has the free and unrestricted
     right independently to engage in and receive the full benefits of any and
     all business endeavours of any sort whatsoever which do not form Joint
     Venture Operations, whether or not competitive with the endeavours
     contemplated by this Agreement without consulting the other Participants or
     inviting or allowing the other Participants to participate in such
     endeavours.

<PAGE>
                                     - 18 -

11.3 Subject to the express provisions of this Agreement:

     (1)  no Participant is under any fiduciary or other duty to the others
          which prevents it from engaging in or enjoying the benefits of any
          competing endeavours; and

     (2)  any legal doctrines relating to "corporate opportunity" or "business
          opportunity" which may apply to parties to a joint venture or any
          other undertaking such that those parties may owe others involved in
          such endeavours a fiduciary obligation of any nature whatsoever do not
          apply to the Participants and specifically do not apply in relation to
          any other endeavour of any Participant.

12.  CONFIDENTIALITY

12.1 Unless otherwise agreed by the Participants or required by law or the rules
     or regulations of any securities regulatory authority or stock exchange,
     all information obtained in relation to the Joint Venture and which is not
     in the public domain must be kept confidential and must not be disclosed by
     the Participants.

13.  WARRANTIES

13.1 Haber Ghana represents and warrants to Etruscan Ghana that:

     (1)  it is the beneficial owner of the Uprightness License and has the sole
          and exclusive right to apply to the Ghana Mineral's Commission for the
          Good Ground Licenses, and has good right and title to assign an
          interest therein free from any mortgages, claims, caveats, pledges,
          liens, charges or other encumbrances, other than any approval required
          from the Ghana Mineral's Commission;

     (2)  the Call Option Agreement and its rights thereunder are in good
          standing and fully enforceable and it has not entered into any other
          existing agreement regarding its interest in the Call Option Agreement
          or the Eternity License and upon the acquisition of the Eternity
          License it will have the sole and exclusive right to deal with the
          Eternity License;

     (3)  there is no litigation nor are there any proceedings of any nature
          concerning the Call Option Agreement, the Good Ground reconnaissance
          license, the Good Ground Licenses, the Uprightness License, or the
          Eternity License pending or threatened;

     (4)  the Uprightness License is in all respects valid, effective and in
          good standing and not liable to forfeiture or surrender and, where
          necessary, appropriate exemptions from the expenditure conditions
          attaching to such Licenses have been applied for or obtained; and

     (5)  to the best of its knowledge and belief all matters relating to the
          Call Option Agreement, the Good Ground reconnaissance license, the
          Good Ground Licenses, the Uprightness License and the Eternity License

<PAGE>
                                     - 19 -

          which would reasonably be regarded as material and proper for
          disclosure to an intending purchaser thereof have been disclosed to
          Etruscan Ghana.

14.  ASSIGNMENT - RIGHT OF FIRST REFUSAL

14.1 A Participant ("Assigning Participant") may assign its Joint Venture
     Interest to a Related Body Corporate, provided that if the Related Body
     Corporate ceases to be a Related Body Corporate of the Assigning
     Participant, then the Related Body Corporate must re-assign the Joint
     Venture Interest to the Assigning Participant and provided further that no
     assignment under this clause 14.1 shall relieve the Assigning Participant
     of any liability in respect of obligations under this Agreement.

14.2 An Assigning Participant may not assign to a third party all or any of its
     Joint Venture Interest unless:

     (1)  the Assigning Participant first offers in writing to assign such
          interest to the other Participant ("Non-Assigning Participant") upon
          the same terms and conditions as the proposed terms and conditions of
          assignment to the third party ("Offer"); and

     (2)  the Offer is not accepted by the Non-Assigning Participant:

          (a)  in the case of a sale price stated only in cash, within 14 days
               following receipt of the Offer; or

          (b)  in the case of a sale price stated other than in cash, within the
               time prescribed by clause 14.3(10).

14.3 For the purposes of clause 14.2:

     (1)  the identity of the proposed third party assignee, the proposed sale
          price and other terms and conditions upon which the Assigning
          Participant is prepared to sell or dispose of all or part of its Joint
          Venture Interest must be furnished to the Non-Assigning Participants
          in writing at the time of the delivery of the Offer; and

     (2)  any proposed sale price identified in the Offer must either be:

          (a)  stated in cash; or

          (b)  be accompanied by:

               (i)   a single cash equivalent sale price nominated by the
                     Assigning Participant;

<PAGE>
                                     - 20 -

               (ii)  a written representation by the Assigning Participant that
                     the single cash equivalent sale price is a fair cash
                     equivalent sale price of the non-cash sale price identified
                     in the Offer; and

               (iii) a detailed report supporting the Assigning Participant's
                     belief that the single cash equivalent sale price is a fair
                     cash equivalent sale price of the non-cash sale price
                     identified in the Offer;

     (3)  within 14 days of receiving an Offer which includes a cash equivalent
          sale price, the Non-Assigning Participant's may either:

          (a)  accept the Offer by notice in writing to the Assigning
               Participant; or

          (b)  notify the Assigning Participant that the Non-Assigning
               Participants dispute the cash equivalent sale price identified in
               the Offer, in which case the Participants must as soon as
               possible thereafter meet and in good faith endeavour to agree a
               fair cash equivalent sale price of the non-cash sale price
               identified in the Offer ("Cash Value").

     (4)  if at the meeting held in accordance with clause 14.3(3), the
          Participants cannot agree the Cash Value, the Participants must within
          7 days following the meeting, endeavour to agree a registered
          chartered accountant ("Valuer"), who must be a member of an
          independent internationally recognized chartered accounting firm, for
          the purpose of determining the Cash Value;

     (5)  if the Participants fail to agree on a registered chartered accountant
          as contemplated in clause 14.3(4), the nomination must be made by the
          President for the time being of the Institute of Chartered Accountants
          Western Australia on the request of any Participant;

     (6)  the Valuer must be instructed to determine and notify the Cash Value
          in writing to the Participants within 14 days following the Valuers
          engagement. Within the 14 day period, each Participant must be given a
          reasonable opportunity to meet with the Valuer and present any
          submissions concerning the Cash Value;

     (7)  the Cash Value as determined by the Valuer is final and binding on the
          Participants. In determining the Cash Value, the Valuer is deemed to
          be acting as an expert and not as an arbitrator;

     (8)  within 7 days following receipt from the Valuer of notice of the Cash
          Value ("Withdrawal Period"), the Assigning Participant may notify each
          Non-Assigning Participant in writing that the Offer is withdrawn. If
          the Assigning Participant fails to notify any Non-Assigning
          Participant in accordance with this clause, the Assigning Participant
          may not thereafter withdraw the Offer. During the Withdrawal Period,
          the Non-Assigning Participant may confirm the Cash Value in writing to
          each Non-Assigning Participant, in which case the Withdrawal Period is
          deemed to expire on the date of such confirmation;

<PAGE>
                                     - 21 -

     (9)  if the Assigning Participant withdraws the Offer in accordance with
          clause 14.3(8), the Assigning Participant:

          (a)  must pay all the whole of the Valuer's costs associated with the
               determination of the Cash Value; and

          (b)  may not assign to a third party all or any of its Joint Venture
               Interest other than in accordance with clause 14.2;

     (10) if the Assigning Participant does not withdraw the Offer in accordance
          with clause 14.3(8), or confirms the Cash Value in accordance with
          clause 22.3(8), then the Non-Assigning Participants may accept the
          Offer within 7 days following the Withdrawal Period.

14.4 If the Cash Value as determined by the Valuer is less than 95% of the
     single cash equivalent sale price nominated by the Assigning Participant in
     accordance with clause 14.3(2)(b)(i), then the Assigning Participant must
     pay all the whole of the Valuer's costs associated with the determination
     of the Cash Value. Otherwise, the costs of the Valuer must be shared
     equally between the Participants in proportion to their Joint Venture
     Interests.

14.5 No assignment pursuant to this clause 14 has any force or effect whatsoever
     until such time as the assignee party has entered into a covenant with the
     other Participants binding it to observe and perform all the terms and
     conditions of this Agreement.

14.6 No Participant may assign, encumber, part with possession of, grant any
     power of attorney over or in any other way directly or indirectly deal with
     its Joint Venture Interest or any part thereof (or any right to earn a
     Joint Venture Interest) except as expressly permitted by the terms of this
     Agreement. For the avoidance of doubt, a Participant may grant a power of
     attorney to any of its employees, consultants or affiliates to deal with
     its Joint Venture Interest, or any rights pertaining to that Joint Venture
     Interest, provided a copy of the power of attorney is first given to every
     other Participant.

14.7 A Participant must not create or permit the creation of any encumbrance
     over the whole or part of its Joint Venture Interest unless:

     (1)  the encumbrance is a mortgage, charge or other recognized form of
          security;

     (2)  the encumbrance is to secure moneys borrowed for the purpose of
          meeting its obligations under this Agreement; and

<PAGE>
                                     - 22 -

     (3)  the person taking the encumbrance executes a chargee's priority deed
          in a form reasonably acceptable to the other Participants, agreeing
          that the rights of that person under the encumbrance are subject to
          the provisions of this Agreement.

14.8 An assignment which results in a Participant holding the largest Joint
     Venture Interest carries with it the right to be Manager, subject to the
     other terms and conditions of this Agreement.

15.  SURRENDER OF JOINT VENTURE INTEREST

15.1 Any Participant not in default hereunder may, at any time upon notice,
     withdraw from the Joint Venture and surrender its entire Joint Venture
     Interest to the other Participant by giving that Participant not less than
     30 days' notice in writing. A Participant shall be deemed to have withdrawn
     from the Joint Venture and to have surrendered its Joint Venture Interest
     to the other if its Joint Venture Interest reduces to less than 10%.

15.2 A withdrawing Participant is, upon withdrawal, released from all future
     obligations relating to the Joint Venture.

15.3 Any withdrawal pursuant to this clause 15 is without prejudice to any
     rights or obligations of the Participants arising prior to the withdrawal
     and, in the case of a deemed withdrawal in the event that a Participant's
     interest reduces to less than 10%, without prejudice to its right to
     receive a net smelter royalty calculated and paid in accordance with
     Schedule D.

16.  DECISION TO MINE

16.1 If the Manager prepares a Feasibility Study in relation to the whole or any
     part of any of the Licenses, the Manager must immediately following its
     preparation deliver copies of the Feasibility Study to each Participant and
     must convene an Operating Committee meeting (to be held not earlier than 30
     days after receipt of the Feasibility Study by all Participants) for the
     purpose of considering whether to commence Mining Operations and, if so,
     whether or not to use the HG Process.

16.2 The Operating Committee may at the meeting convened in accordance with
     clause 16.1 resolve to:

     (1)  commence Mining Operations in respect of that part of any License
          identified in the Feasibility Study as having the viable minable
          reserve; and

     (2)  delineate that part of such License(s) which is sufficient to carry
          out the proposed Mining Operations in accordance with good mining
          practice and which should become a production area and be subject to a
          Production Joint Venture Agreement.
<PAGE>
                                     - 23 -

16.3 If the Operating Committee resolves to commence Mining Operations as
     contemplated by clause 16.2, the Manager agrees to evaluate the possibility
     of using the HG Process in connection with the Mining Operations. If the HG
     Process is considered by the Manager to be technically sound and at least
     economically equivalent or better to traditional processing methods, the
     Manager or Etruscan Ghana, as the case may be, agrees to utilize the HG
     Process in connection with the Mining Operations and:

     (1)  Etruscan Ghana and Haber Ghana agree to negotiate in good faith the
          terms of a licensing agreement for the use of the HG Process in
          connection with the Mining Operations;

     (2)  if the HG Process is used in a gold processing facility in relation to
          Mining Operations in relation to one or more of the Licenses, Haber
          Ghana will also license the HG Process to Etruscan Ghana on similar
          terms for use at Etruscan Ghana's other existing or future gold
          projects; and

     (3)  this clause 16.3 shall survive as a covenant with the Licenses and
          shall be enforceable against all future assigns or parties in interest
          unless this Agreement is terminated.

16.4 If the Operating Committee resolves to commence Mining Operations as
     contemplated by clause 16.2, the Participants must meet in good faith and
     negotiate a production joint venture agreement in relation to the
     development and production of minerals from the lands governed by the
     Licenses, such new agreement to include as essential terms the following
     principles and/or concepts:

     (1)  each Participant must contribute to expenditures in accordance with
          their respective Joint Venture Interests at the time;

     (2)  the Manager, at the direction of the Operating Committee, may from
          time to time, accumulate stocks of the minerals to establish a
          representative sample for the purpose of valuing the in situ resource
          or reserves on the Permit and after the valuation has been completed,
          at the direction of the Operating Committee, the Manager may arrange
          for the representative sample to be distributed in kind to the Parties
          in proportion to their Joint Venture Interest or for the
          representative sample to be sold to a third party on behalf of the
          individual Participants in proportion to their Joint Venture Interest
          (or Party on the same terms as offered by a third party) with the sale
          proceeds to be distributed to the Participants in proportion to their
          Joint Venture Interest;

     (3)  subject to clause 16.4(2), each of the Participants will own its
          proportionate share of all metals, ores, concentrates or other
          products mined and produced from the Permit in the same percentage as
          their respective Joint Venture Interests;
<PAGE>
                                     - 24 -

     (4)  subject to clause 16.4(2), each Participant at any and all times has
          the right and privilege of receiving in kind and separately disposing
          of its proportionate share of the metals, ores, concentrates and
          products;

     (5)  where concentrates are produced each of the Participants may take
          delivery thereof after the ore has been processed through the
          concentrating mill and dispose of the same in such manner as each may
          see fit;

     (6)  provisions regarding a manager which must be similar to the provisions
          contained in this Agreement relating to the Manager, except that the
          Participants may incorporate a company for the purpose of acting as
          manager of the commercial mining operations;

     (7)  provisions regarding an operating committee which must be similar to
          the provisions contained in this Agreement relating to the Operating
          Committee; and

     (8)  all other appropriate provisions which must be similar to those
          contained in this Agreement and which would be reasonably expected to
          govern the relationship of parties to a production joint venture
          agreement with respect to mining operations, provided that:

          (a)  the overhead charge payable to the Manager in accordance with
               this Agreement will cease to apply following the passing of a
               resolution in accordance with clause 16.2; and

          (b)  the Participants must negotiate in good faith to agree to a new
               overhead charge, payable to the Manager in relation to Mining
               Operations which charge must be payable from the date on which
               the resolution was passed in accordance with clause 16.2 and must
               not exceed the fee likely to be charged by a competent and
               independent third party performing the role of the Manager.

16.5 This Agreement, including clause 16.2, continues to apply to the conduct
     and regulation of the Mining Operations (if necessary) until the
     Participants enter into a Production Joint Venture Agreement.

16.6 The Manager must promptly pass over or make available to the manager
     responsible for the Production Area, all information, assay results, drill
     core, assay pulps, reports and documents held insofar as they relate to the
     Production Area.

16.7 This Agreement will continue with respect to those parts of the Licenses
     not subject to the Production Joint Venture Agreement.

<PAGE>
                                     - 25 -

17.  STAMP PROJECT

17.1 Notwithstanding any other clause of this Agreement, Haber Ghana may, at its
     own risk and expense, independently explore for alluvial deposits on the
     lands governed by the Licenses. If Haber Ghana identifies any alluvial
     deposits, it may request that the Manager make a portion or portions of the
     lands governed by the Licenses available to Haber Ghana for development of
     the STAMP Program. The Manager shall determine and report in writing with
     reasons whether any identified gold deposits are related to potential
     saprolitic or hard rock open pit mining potential and if the Manager,
     acting in good faith, determines that such lands have no saprolitic or hard
     rock open pit mining potential, then the following provisions shall apply:

     (1)  the Manager shall make such lands available to Haber Ghana free of
          charge for development of the STAMP Program;

     (2)  Etruscan Ghana shall have no rights or obligations with respect to the
          STAMP Program activities and, for clarification, Etruscan Ghana shall
          have no right to any revenue generated from the STAMP Program
          activities on such lands; and

     (3)  the Manager and Haber Ghana will take such steps as may be appropriate
          in order to delineate or segregate such lands from the balance of the
          lands governed by the Licenses, including making applications for
          partition or new Licenses as may be permitted pursuant to the Laws of
          Ghana.

17.2 Haber Ghana hereby indemnifies Etruscan Ghana against all losses suffered
     by Etruscan Ghana and against all claims, demands and causes of action by
     third parties to the extent that they arise out of exploration or mining
     activities, including any activities in furtherance of the STAMP Program,
     carried out by Haber Ghana, its agents or subcontractors, on any lands
     governed by the Licenses.

17.3 This clause 17 shall survive as a covenant with the Licenses and shall be
     enforceable by and against all future assigns or parties in interest unless
     Haber Ghana abandons the STAMP Program or this Agreement is terminated.

18.  NOTICES

18.1 Under this Agreement

     (1)  any Notice to be given to any Party:

          (a)  must be in writing;

          (b)  must be marked for the attention of the person specified in
               clause 18.1(3) or, if a Participant notifies another person, then
               to that person;

<PAGE>
                                     - 26 -

          (c)  may be delivered in person (including by courier), or sent by
               facsimile to the Party to be served at that Party's address
               appearing in this clause or such other address as that Party
               notifies;

          (d)  may be signed:

               (i)   if given by a corporation, by a director, officer or
                     manager of that corporation; or

               (ii)  by a solicitor or other agent of the Party giving the
                     Notice;

     (2)  any Notice is deemed served:

          (a)  if delivered, at the time of delivery; or

          (b)  if sent by facsimile and received before 5.00 pm at the place of
               receipt on a day on which the banks at that place are open for
               business, then that time, otherwise 9.00 am at the place of
               receipt on the next day on which the banks at that place are open
               for business. For the purpose of this clause, receipt may be
               determined by production, from the machine from which the
               facsimile was sent, of a transmission report which indicates that
               the facsimile was sent in its entirety and in an error free form
               to the facsimile number of the recipient notified for the purpose
               of this clause; and

     (3)  the address, telephone number and facsimile number for each Party are
          as follows:

          Etruscan Ghana
          c/o Etruscan Resources Inc.
          Suite 306, Royal Bank Building
          1597 Bedford Highway
          BEDFORD NS Canada B4A 1E7
          Attention: Vice President and General Counsel

          Telephone:        1 902 832 6700
          Facsimile:        1 902 832 6702


<PAGE>
                                     - 27 -

          Haber Ghana
          c/o Haber Inc.
          58 Medford Street
          Arlington, MA 02474
          Attention: President

          Telephone:       1-781-643-2727
          Facsimile:       1-781-643-6164

19.  NO PARTITION

19.1 Unless otherwise agreed between the Participants in accordance with clause
     17 or otherwise, no Participant and no person claiming through a
     Participant may during the life of the Joint Venture seek partition,
     whether by any court or otherwise howsoever, of any Joint Venture Property.

20.  FORCE MAJEURE

20.1 In this Agreement, Force Majeure means:

     (1)  declared or undeclared war, revolution, act of public enemies riots or
          civil commotions;

     (2)  strike, lockout, stoppage or restraint of labour or other industrial
          disputes;

     (3)  fire or explosion, Act of God, food, storm or washaway, in each case
          which could not have been reasonably foreseen or with due diligence
          avoided;

     (4)  act or restraint of any Government, Governmental agency or authority;

     (5)  including expropriation, prohibition, intervention, direction,
          embargo, or regulation so that the ability of a party to perform its
          obligations is substantially adversely affected; and

     (6)  any other cause which by the exercise of reasonable foresight or due
          diligence the Participant is unable to prevent or overcome.

20.2 A Participant is excused from the performance of an obligation under this
     Agreement, other than an obligation to pay money, to the extent and for so
     long as the failure is caused by Force Majeure.

<PAGE>
                                     - 28 -

20.3 A Participant claiming to be excused from performance of an obligation
     must:

     (1)  within 48 hours give notice to each other Participant of the event of
          Force Majeure relied on; and

     (2)  use its best endeavours to resume compliance with the obligation as
          soon as reasonably possible but no Participant is obliged to settle an
          industrial dispute on terms not acceptable to it; and

     (3)  with 48 hours give notice to the other Participant of the ceasing of
          the event of Force Majeure relied on.

20.4 If a Participant is excused from performance of an obligation by reason of
     Force Majeure, then the time for performance by each Participant of its
     obligations under this Agreement is extended by such time as is reasonable
     in the circumstances.

21.  ABANDONMENT OR SURRENDER OF LICENSES

21.1 The Manager will have the unfettered right at any time to abandon,
     surrender, allow to lapse, reduce the area of or otherwise deal with any
     part or parts of the Licenses as it may determine, provided that Etruscan
     Ghana shall give to Haber Ghana not less than 60 days' notice of its
     intention to do so and shall, if requested by Haber Ghana by notice in
     writing to Etruscan Ghana within that time period, deliver to Haber Ghana
     duly executed transfers of such part or parts of the Licenses, provided
     that any license fees payable in connection with any such transfers shall
     be the responsibility of Haber Ghana.

21.2 Any such part or parts of the Licenses so dealt with shall cease to be
     included in the Joint Venture Property.

22.  DISPUTE RESOLUTION

22.1 All disputes arising out of or in connection with this Agreement shall be
     referred first to senior management of the Parties for amicable resolution.
     In the event that an amicable resolution is impossible, then the dispute
     shall be referred to arbitration by an independent third party appointed
     jointly by Etruscan Ghana and Haber Ghana. If the matter is not resolved by
     the independent third party then it will be referred to arbitration in
     Canada in accordance with the rules of the International Commercial
     Arbitration Act.

23.  COSTS

23.1 Each Participant is responsible for its own legal costs.

<PAGE>
                                     - 29 -

24.  GOVERNING LAW

24.1 This Agreement is governed by and construed in accordance with the laws of
     Ghana.


                                          ETRUSCAN RESOURCES GHANA LTD.


                                          Per: /s/ Janice A. Stairs
                                               --------------------
                                               Signature of authorized person

                                               Vice-President & General Counsel
                                               --------------------------------
                                               Office held

                                               Janice A. Stairs
                                               ----------------
                                               Name of authorized person


                                          HABER MINING GHANA LIMITED


                                          Per: /s/ Albert B. Conti
                                               -------------------
                                               Signature of authorized person

                                               Director
                                               --------
                                               Office held

                                               Albert B. Conti
                                               ----------------
                                               Name of authorized person

<PAGE>

                                   SCHEDULE A

                         [COPY OF CALL OPTION AGREEMENT]





<PAGE>
                                              Business Day, then such
                                              Settlement Date shall he 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 complete the acquisition of
          the Reconnaissance licence.

     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, Cantonments
                     Accra. P.O.Box KIA 16525, Accra Ghana.

          Telephone: +233-021-778677

          Fax:       +233-021-761315-6

          Email:     eavensu@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 falls
     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 d there are no
          promises, terms, conditions or obligations oral or written express or
          implied other than 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: BUSINESS MAN

Address:  P.O.BOX 7799
          ACCRA-NORTH


                                                                              11
<PAGE>


SIGNED for and on behalf of Haber Mining Ghana Limited



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

Name:     Prof. Edward Solomon Ayensu

Designation: Chairman of Board of Directors





In the Presence of:

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

(Witness)

Name:  Maria Ashong

Occupation: International Relations

Address:  No. 12 Petrolewu
          Aclimota, 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>

                                   SCHEDULE B

                [COPY OF THE GOOD GROUND RECONNAISSANCE LICENSE]