EXHIBIT 10.14

MOUNTAIN VIEW LEASE AGREEMENT
-----------------------------
                           STILLWATER COMPLEX, MONTANA
                           ---------------------------

THIS  LEASE  AGREEMENT  ("Lease")  is made and entered into as of the ___ day of
___________, 2003, by and between WILLIAM G. MOUAT, individually and as Trustee,
LAURENNE  SUE  O'DORISIO President of FORT STOCKTON INVESTMENTS, INC., and MOUAT
NICKEL  MINES, INC., LOIS deLANNOY (a/k/a LOIS E. deLANNOY), individually and as
Trustee  of  the  1985  deLANNOY  FAMILY TRUST, SHIRLEY M. MOUAT, JOHN C. MOUAT,
DONALD D. MOUAT, ELLEN A. LANGSTON, DONNA DUBA, HAROLD C. NELSON, ANNE FUJIWARA,
WILLARD  FERCH  (a/k/a  WILLARD  A.  FERCH),  IVER J. HJELVIK, DONNA F. HJELVIK,
ROBERT  MOUAT,  DAVID MOUAT and ELLEN L. SCHOEMER, (collectively, "Lessors") and
AURORA  METALS  (BVI)  LIMITED,  a  company  incorporated  in the British Virgin
Islands ("AMBVI"), having offices at Suite 1505, 1060 Alberni Street, Vancouver,
British  Columbia,  Canada, V6E 4K2 (AMBVI is referred to as "Lessee" as further
described  below).

                                    RECITALS:
                                    ---------

     By this Lease Agreement dated_________, 2003 WILLIAM G. MOUAT, individually
and  as  Trustee, LAURENNE SUE O'DORISIO President of FORT STOCKTON INVESTMENTS,
INC.,  and  MOUAT  NICKEL  MINES,  INC., LOIS deLANNOY (a/k/a LOIS E. deLANNOY),
individually and as Trustee of the 1985 deLANNOY FAMILY TRUST, SHIRLEY M. MOUAT,
JOHN C. MOUAT, DONALD D. MOUAT, ELLEN A. LANGSTON, DONNA DUBA, HAROLD C. NELSON,
ANNE FUJIWARA, WILLARD FERCH (a/k/a WILLARD A. FERCH), IVER J. HJELVIK, DONNA F.
HJELVIK,  ROBERT  MOUAT,  DAVID  MOUAT  and  ELLEN  L.  SCHOEMER, (collectively,
"Lessors")  lease  to  AURORA METALS (BVI) LIMITED (AMBVI), certain patented and
unpatented mining claims and tunnel sites located in Stillwater County, Montana.

                               I.   GRANT OF LEASE
                                    --------------

     For  and  in  consideration of the sum of ten dollars ($10.00) cash in hand
paid  by  Lessee  to  Lessors,  the  receipt of which is hereby acknowledged, in
consideration  of  the  royalties  and  payments herein covenanted to be paid by
Lessee,  and  in  consideration  of  the mutual covenants hereinafter set forth,
Lessors  do  hereby demise, lease and let unto Lessee those certain patented and
unpatented  mining  claims,  mill  sites  and  tunnel  sites  (collectively, the
"Subject  Premises"),  all  listed  in Schedule "1", "2", and "3", attached, and
incorporated  herein  by  this reference, situated in Stillwater County, Montana
respectively,  together  with  such  of  Lessors'  water  and  water  rights  as
identified  in  Schedule "4", attached and incorporated herein by this reference
(Lessors do not warrant any particular volume or flow-rate), and as Lessee shall
require  for  its  operations.

     In  connection  with,  and  as part of the leasehold estate hereby granted,
Lessee  shall  have and may exercise the following rights for the benefit of all
lands  owned,  leased  or  controlled  by  Lessee:


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<PAGE>
     c.   the  right  to  explore, develop, mine, extract and remove or sell all
          ores,  minerals  and  metals,  (including  without  limitation nickel,
          copper, chromite and platinum group metals), precious stones, or rocks
          found  in,  on  or  under  the  Subject  Premises;

     d.   the  right,  during the continuance of this Lease, to take and use any
          material  suitable  for backfilling, or for other mining purposes, and
          any  limestone  found  in  the  premises;

     e.   the right to use all existing facilities, on the Subject Premises, and
          the  right  to  construct  all mills, plants, tracks, tramways, roads,
          buildings,  and  other  improvements;

     f.   the  right  to  use  and  develop  any  and all excavations, openings,
          tunnels, ditches, flumes, drains and other improvements on the Subject
          Premises:

     g.   the  right  to use all water and water rights identified in Schedule 5
          and  to  develop  additional water and water rights appurtenant to the
          Subject  Premises;

     h.   the  right  to  do  all other acts and things which are, or may become
          necessary  or  suitable in the discretion of Lessee, including without
          limitation  the  right  to  use  or disturb so much of the surface and
          surface  resources  of  the  Subject  Premises  as  Lessee  may  deem
          desirable,  for  the  mining  and  removing of ores, minerals, metals,
          precious  stones and rocks, the milling, beneficiating, concentrating,
          smelting,  refining,  or  leaching of such ores, minerals, metals, and
          other  materials,  or  the  concentrates  thereof;

     i.   the right to cut and use timber and other raw materials found upon, or
          in  said premises for any purpose in connection with the operations to
          be  carried  on  under  this  Lease;  and

     j.   such  rights  of  surface  and  underground access for men, equipment,
          supplies,  utilities  and  water as may be necessary or convenient for
          the  conduct  of  Lessee's  operations  on  any portion of the Subject
          Premises  or  on  other lands, including necessary access under, upon,
          and across any other contiguous land owned or controlled by Lessors or
          over  which  Lessors  may  have  dominion  or  control.


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<PAGE>
                       II. PRIMARY TERM AND LEASE PAYMENTS
                           -------------------------------

     A.  Term.  Unless  sooner  terminated  by the provisions hereof, this Lease
         ----
shall remain in full force and effect for an initial term of ten (10) years from
the  date  hereof  (the  "Primary  Term")  and so long thereafter as ore-bearing
materials  are  produced  from the Subject Premises in Commercial Quantities, as
that  term  is  defined  in  Article  VI  of  this  Lease.

     B. Work Commitment. It is expressly intended by the parties to negate and
        ---------------
remove any obligation on the part of the Lessee, express or implied, to explore,
develop or mine the Subject Premises with reasonable diligence during said
ten-year Primary Term or during any five-year extension as provided in Articles
II.C. and II.D.

     C. Extension of Primary Term. Lessee, so long as it shall not be in default
        -------------------------
under  the  terms and provisions of this Lease, and so long as it is not already
producing  from  the  Subject  Premises  in  Commercial Quantities as defined in
Article  VI  and has not extended the Primary Term by making the Advance Royalty
payment  described  in  Article  II.D.  below,  shall  have the exclusive right,
privilege  and  option to extend the Primary Term for an additional term of five
(5)  years  upon  the  following  terms  and  conditions:

               1.  Written  notice of Lessee's intent to extend the Primary Term
shall  be  given  by  Lessee  to  Lessors  at least sixty (60) days prior to the
expiration  of  the  initial  ten-year  Primary  Term.

               2.  Lessee  at  the time of giving its notice of extension, shall
make one lease payment in the amount of fifty thousand dollars ($50,000.00) (the
"Extension  Payment") to Lessors as consideration for the five-year extension of
the  Primary  Term.

     D.  BLM  Fees.  Within  ninety  (90)  days of the date of execution of this
         ---------
agreement  Lessee  agrees  to  repay  Lessors  Bureau of Land Management ("BLM")
unpatented  mineral  claim  fees  of  seven  thousand  and seven hundred dollars
($7,700)  for  the  2003/2004-assessment  year.

     E. Advanced Royalty. Lessee shall pay Lessor an advance royalty of five
        ----------------
hundred thousand dollars ($500,000.00) (the "Advance Royalty") at such time as
Lessee makes a decision to commence construction of a mine designed to produce
ore-bearing material in Commercial Quantities. Such payment shall automatically
extend the Primary Term for an additional five years beyond the Primary Term in
effect as of the date of such payment. Fifty percent (50%) of the Advance
Royalty shall be deemed an advance upon, and credited against, any royalties
payable upon later production from the Subject Premises. Such fifty percent of
the Advance Royalty shall be recouped by Lessee through direct


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<PAGE>
deduction from the royalties provided by Article IV ("Production Royalties") as
they accrue.

     F.  Payments.  All  payments  of  Advance  Royalty,  Extension  Payment and
         --------
Production  Royalties or other money payable to Lessor under this Lease shall be
paid  to  Lessors by mailing or delivering a cashiers check to William G. Mouat,
Trustee,  herein  designated  by Lessors as their representative and depository,
the  Lessors  hereby  granting  to  said  depository full power and authority on
behalf  of  Lessors,  their successors and assigns to collect and distribute all
sums  of  money  due  and  payable hereunder. Adequate payment by Lessee to such
designated  representative  and  depository  shall  be  deemed full and adequate
payment to all Lessors. Notwithstanding the death of any Lessor or the transfer,
division,  or  hypothecation of a Lessor's royalty or other interest, payment or
tender  of  any  payment to the depository as herein designated shall be binding
upon  all  Lessors,  their  heirs,  personal  representatives,  transferees  and
assignees.  Change  of designated representative and depository by Lessors shall
not  be  effective  nor  binding upon Lessee until written notice is received by
Lessee  of  such changed designated representative and depository. Lessors shall
at  all  times  cause  there  to  be  a  single  designated  representative  and
depository.

     G.  Payment in Kind. Lessors may elect, by 60 days' prior notice to Lessee,
         ---------------
to  take  their  Production Royalties in kind, and the cost, if any, of doing so
shall  be  borne  entirely  by  Lessors.

     H.  Proportional  Payments.  If  Lessors  own less than 100% of the mineral
         ----------------------
estate,  whether in fee or under mining claim, lease, or contract in the Subject
Premises,  or  any portion thereof, subject to the paramount title of the United
States,  then  the  Production  Royalties, Extension Payment and Advance Royalty
which  are  payable  under  this  Lease shall be reduced in the proportion which
Lessors'  interest bears to 100% of the mineral estate of the Subject Premises.

                                   III. TITLE
                                        -----

     A.  Representations  and  Warranties.  Lessors  make  the  following
         --------------------------------
representations  and  warranties  effective  as  of  the  date  of  this  Lease:

     1.  With  respect  to the patented claims, subject to Lessee's rights under
the Original Lease, Lessors own such claims free and clear of all defects, liens
and  encumbrances  arising by, through or under Lessors, or any one of them, and
Lessors  have  no  knowledge  of  adverse  claims  or  interests.

     2. With respect to unpatented mining claims and mill site claims located by
Lessors,  or any one of them, that are included in the Subject Premises, subject
to  the paramount title of the United States, to the best of their knowledge and
belief:


                                        4
<PAGE>
               a.   the  unpatented  mining  claims  were  properly  laid  out
                    and  monumented;

               b.   all  required  location  validation  work  was  properly
                    performed;

               c.   location notices and certificates were properly recorded and
                    filed  with  appropriate  governmental  agencies;

               d.   all  assessment  work required to hold the unpatented mining
                    claims  was  performed  for  the  assessment  years  ending
                    September  1,  1986  and  1987;  and

               e.   All affidavits of assessment work and other filings required
                    to  maintain  the  claims in good standing were properly and
                    timely  recorded  or  filed  with  appropriate  governmental
                    agencies  for  the assessment years ending September 1, 1986
                    and  1987.

     3.  With respect to those unpatented mining claims that were not located by
Lessors,  but  are  included  within  the  Subject Premises, and with respect to
completion  of  assessment  work and filing of affidavits of assessment work for
all  unpatented  mining  claims  for  all  assessment years not specified above,
Lessors  make  the  foregoing representations to the best of their knowledge and
belief.

     4.  With  respect  to  all  unpatented  mining  claims and mill site claims
included  in the Subject Premises, subject to Lessee's rights under the Original
Lease,  Lessors  warrant  that  the  claims  are  free  and  clear  of liens and
encumbrances  arising  by,  through  or  under  Lessors, or any one of them; and
Lessors  have  no  knowledge  of  adverse  claims  or  interests.

     5.  With  respect  to  the  Subject  Premises, Lessors have no knowledge of
threatened  actions,  suits,  claims  or  proceedings.

     6.  Lessors  have  delivered  or  will  deliver  to  Lessee all information
reasonably  requested  by  Lessee  concerning  title  to the Subject Premises in
Lessors'  possession.

     7.  Subject  to  Lessee's  rights  under the Lease, Lessors own the Subject
Premises  and  no  other  parties  own  any  interest therein, or in any portion
thereof.

     The  representations  and  warranties  set  forth  above  shall survive the
execution  and  delivery of any documents of transfer provided under this Lease.
Nothing  in this Article III, however, shall be deemed to be a representation or
a


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<PAGE>
warranty  that  any  of  the  unpatented  mining  claims contains a discovery of
minerals.

     B. Lessors' Covenants. Lessors covenant that during the term of this Lease,
        ------------------
Lessors shall maintain their interests in the Subject Premises free and clear of
any  liens  and  encumbrances,  not  in  existence  on  the date hereof, and not
resulting  from  Lessee's  operations  and  activities  hereunder.

     C.  Disclosures.  Lessors  and  Lessees represent and warrant that they are
         -----------
unaware  of any material facts or circumstances which have not been disclosed in
this Lease, which should be disclosed to the other party in order to prevent the
representations  in  this  Article  III  from  being  materially  misleading.

                            IV. PRODUCTION ROYALTIES
                                --------------------

     A.  All  Minerals.  Lessee shall pay to Lessors a Production Royalty of two
         -------------
percent (2%) of the Net Smelter Returns (if sold to a mill, smelter or refinery)
or  Net  Income  (if  not  sold  to  a  mill  smelter or refinery), whichever is
applicable,  from  the  sale  of  all  ores  or  concentrates,  from the Subject
Premises.  Lessors  may  take  in kind pursuant to Article II.G. By "Net Smelter
Returns"  is meant the amount received from the mill or smelter upon the sale of
such  ores or concentrates after deducting from the gross value thereof the cost
of  milling, concentrating, processing, smelting, refining and transportation to
the  mill,  smelter or refinery. By "Net Income" is meant the amount received by
Lessee  from  a  purchaser of ores or concentrates other than a mill, smelter or
refinery,  less  costs  of  milling,  concentrating,  processing,  refining  and
transportation  (if  any).

     B.  Ores and Concentrates Not Sold. If ores, concentrates or other products
         ------------------------------
are taken in kind (produced and removed from the subject premises, but not sold)
by  Lessee,  then  Lessee  shall  nevertheless  pay  the  Production  Royalty as
specified  above,  in which case the amounts received by Lessee (for purposes of
calculating net smelter returns or net income) shall be deemed to be the amounts
Lessee  would  have  received  if  a  sale of ore or concentrates had been made.
Payments  shall  be made in accordance with the provision in Article IV.C. Ores,
minerals or other products produced by Lessee from the Subject Premises that are
used  by  Lessee  or  its  agents  in  the  processing  or  refining of ores and
concentrates  shall not be deemed to be products taken in kind by Lessee, and no
royalty  need  be  paid  upon  such  products.

     C.  Payment. Royalty payments may be paid to the Lessors in accordance with
         -------
Articles  II.F and II.H above and shall be payable within a period of twenty-one
(21) days after the shipment and/or removal of ore or concentrates produced from
the  Subject  Premises  and/or  receipt  of proceeds from sale of other minerals
during  each mining period of one month. Accompanying each payment, Lessee shall
furnish  to  Lessor  a statement of the production used as a basis for computing
royalties.


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<PAGE>
     D. Federal Royalty. In the event the federal government imposes a royalty
     -  ---------------
on any of the Subject Premises (the "Federal Royalty"), fifty percent (50%) of
any Federal Royalty payment may be offset against and deducted from any
Production Royalties payable to Lessors hereunder.

                         V. MAINTENANCE OF MINING CLAIMS
                            ----------------------------

     During  the  continuance  of  this  Lease, Lessee agrees to comply with the
requirements  of  the state and federal statutes with respect to assessment work
or  maintenance  fees  in lieu of assessment work with respect to the unpatented
claims  within  the  Subject  Premises . Lessee shall not, however, be liable or
responsible  for  any  claim  or  claims  which  may  be  lost  as  a  result of
insufficient performance of assessment work or improper payment of fees, so long
as  Lessee has made a good faith attempt to perform the required assessment work
or  pay  fees.  Lessee  will  provide  to  Lessor  a  copy of the operating plan
submitted  to  the National Forest Service with respect to the Subject Premises.

     Lessee shall pay the cost of spraying noxious weeds on the Subject Premises
as  required  by  law.

     This  Lease  shall  cover  and  extend  to any further or additional right,
title,  interest  or  estate  acquired  by Lessors, or any of them, in or to the
Subject  Premises  or  any  portion  thereof.

     Lessee  agrees  to  carry  on its operations hereunder, diligently and in a
good  and miner-like manner, and in accordance with accepted mining practices in
the  State  of  Montana,  and  Lessee agrees that all mining operations shall be
carried  on  in  a  systematic,  orderly  and economical manner so as to realize
insofar  as  is  practicable,  the  full  ore resources of the Subject Premises.

                     VI. PRODUCTION IN COMMERCIAL QUANTITIES
                         -----------------------------------

     For  purposes  of  this  Lease, the term "Commercial Quantities" shall mean
production at a minimum level of 100,000 short tons of ore per annum, an average
of  275  tons of ore per day. Production in Commercial Quantities commences when
production  from  the Subject Premises on a commercial basis (excluding pilot or
test  operations)  first  reaches  an  average  of 275 tons of ore per day for a
90-day  period  (the  first  day of said 90-day period shall constitute "Initial
Commercial  Production")  and continues thereafter until the end of a production
year  in  which the total production for the year, including production credited
to  the  year  as set forth below, is less than 100,000 tons of ore, the initial
production  year  being  the  one-year  period  commencing  as  of  the  Initial
Commercial  Production  and  subsequent  production  years  being the subsequent
one-year  periods  each  commencing on the anniversary of the Initial Commercial
Production.  If Lessee in any production year produces in excess of 100,000 tons
of ore, 50% of the production in excess of 100,000 tons shall be credited toward


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<PAGE>
production in any subsequent production year or years in which actual production
is  less  than  100,000  tons  of  ore, provided that production of less than an
average  of  275  tons  of  ore  per  day shall not continue for longer than any
18-month  period, and during any 18-month period when production is less than an
average  of  275  tons  of  ore per day, Lessee shall nevertheless continue mine
development  activities  which  includes  without  limitation drilling, stoping,
raising,  raise-boring  or  shaft-sinking.  If  Commercial Production would have
ceased  during  the  Primary Term of this Lease, or at the end of the production
year  in  which  the Primary Term ends, Commercial Production shall be deemed to
have  continued  if prior to the end of the Primary Term of this Lease, or prior
to  the  end  of  the production year in which the Primary Term ends, production
again  reaches  an  average  of 275 tons of ore per day for a 90-day period, the
first  day  of which shall then constitute the Initial Commercial Production for
purposes  hereof.

                      VII. TAXES, ENCUMBRANCES AND INJURIES
                           --------------------------------

     A. Taxes. Lessee agrees to pay and discharge the Lessor for any and all and
        -----
all  taxes  levied against the Subject Premises as paid by the Lessor during the
life  of  this  Lease,  except  that  in those cases in which said taxes cover a
period  during only a part of which this Lease is in force, Lessee shall pay and
discharge  only  its  pro  rata share thereof determined by a comparison of such
part  with  the  total  period  covered.

     B.  Lessee's Encumbrances. Lessee will not permit any liens or encumbrances
         ---------------------
on  the  unpatented  and  patented  mining  claims  of  the  Subject  Premises.
Notwithstanding anything to the contrary in this section, the parties agree that
Lessee  has  the  right  to  encumber,  as it deems necessary or convenient, its
leasehold  interest  including  without  limitation  its share of production and
proceeds,  so  as  not  to  interfere  with  Lessors'  royalties.

     C.  Injuries  from  Lessee's Operations. Lessee shall save Lessors harmless
         -----------------------------------
from any and all damages, claims, costs and expenses arising from or growing out
of any or all injuries resulting from the operations of Lessee, or in connection
therewith,  on  the Subject Premises and occurring during the life of this Lease
except  as  provided  in  Article  XII  herein.

                                VIII. TERMINATION
                                      -----------

     A.  The  Lease may be terminated by Lessee at any time after the expiration
of  one  (1)  year  from  the date of this Lease by notice in writing thereof to
Lessors,  to  take  effect from such date as may be stipulated by Lessee in such
notice,  without,  subject  to the following paragraph, the Lessee incurring any
further  liability  whatsoever  as  regards Advance Royalty or other payments or
obligations.


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<PAGE>
     B.  Subject to the foregoing paragraph, upon such termination, Lessee shall
have  no  further  interest  or right in the Subject Premises, save the right to
remove  its  property as provided in Article XI, including all stockpiles of ore
and  concentrates  on  which  royalty  shall  have  been paid, and shall have no
obligation  or  duties  with  respect  to  the  Subject  Premises,  except  for
reclamation  of lands disturbed by Lessee and required by governmental authority
to  be  reclaimed,  and  except  as  herein  specifically  provided  and  as  to
obligations  which  have  accrued  hereunder  prior to such termination, but all
fences  or enclosures protecting open pits, shafts, tunnels, etc., shall be left
intact  and  Lessors shall be entitled to retain the entire amount of any moneys
paid  under  this  Lease  up  to  the  effective  date  of  termination.

     C.  This  Lease  shall not terminate for nonpayment by Lessee of royalties,
unless  such  nonpayment  continues  for  60  days after notice and Lessors give
notice  of  termination  pursuant  to  Article  XVII.

                                IX. FORCE MAJEURE
                                    -------------

     Lessee  shall  be  excused from the performance of its obligations of every
kind,  except  necessary  annual  assessment work or maintenance fees in lieu of
assessment  work,  during  such  period  or  periods  as performance may be made
impossible  by force majeure, and during such period or periods of force majeure
it  shall  be deemed that production is occurring in Commercial Quantities under
this Lease. By this it is intended to mean that the Lessee shall be excused from
the  performance  of  any  provision  of  this  Lease for such period of time as
performance  of  such  provision  is  prevented  by  fire,  flood,  earthquake,
explosion,  lack  of transportation facilities, Act of God, shortage of power or
water,  strike  or  similar  labor  difficulties,  insurrection or mob violence,
requirement  or  regulation of government, or other causes beyond the reasonable
control  of  Lessee.  For  purposes of this Lease, force majeure shall include a
drop  in  the  prices of ores, minerals and metals such that it is uneconomic to
produce  said  ores,  minerals  or  metals.

                                   X. RECORDS
                                      -------

     Within  a  reasonable  time,  not  to  exceed six (6) months, following the
termination  of this Lease for any cause, Lessee shall furnish to Lessors a copy
of  its factual maps, drilling records, drill core and assay and smelter reports
relating  to  the  Subject  Premises.

     Lessors agree, upon reasonable request by Lessee, to furnish to Lessee such
maps,  records,  reports  and  documents, as Lessors may possess relating to the
Subject  Premises.  Such maps, records, reports and documents shall be returned,
if  requested,  to  Lessors  within  a  reasonable  time  not to exceed 90 days.


                                        9
<PAGE>
                                   XI. REMOVAL
                                       -------

     Upon  the  termination  of this Lease for any reason, Lessee shall have the
right  to  remove  from  the  Subject  Premises, at any time within the 12-month
period  following  such termination, all stockpiles of ore and concentrates upon
which  royalties  shall  have  been  paid,  and all of its machinery, equipment,
tools,  structures  or  other property and improvements, fixtures and structures
constructed,  erected or placed on the Subject Premises, or any portion thereof,
by Lessee; provided, however, Lessee shall leave in place all timbering, framing
or  enclosures  protecting  open pits, shafts, tunnels and underground trackage;
and  provided  that  removal  of improvements, fixtures and structures shall not
damage  the  structures  remaining  on  the  Subject  Premises.

                             XII. POSSESSORY RIGHTS
                                  -----------------

     While  this  Lease  is  in  effect,  Lessee  shall be entitled to exclusive
possession  of  the  Subject  Premises,  except  that  Lessors  and  their
representatives, successors and assigns, at any reasonable time, may go upon the
Subject  Premises  to  inspect  the  operations  of  Lessee thereon. Lessors are
further  entitled  to  access to claims not included under this Lease ("Lessors'
Claims")  across  the  Subject Premises for men, equipment, supplies, utilities,
water  and  all  other items as may be reasonably necessary for the exploration,
development  and  operation  of  Lessors'  Claims; provided, however, that in so
doing  Lessors shall not unreasonably hinder Lessees' work; and provided further
that the Lessors hereby release Lessee from liability for any personal injury or
death of any employee or representative of Lessors while on the Subject Premises
and  the  Lessors  agree  that they will indemnify and save harmless Lessee from
liability  for  any  personal  injury  to  or death of any person or persons, or
damage  or  destruction  of  property  of Lessee or others done or caused by any
employee  or  representative  of  Lessors  while  so  visiting or traversing the
Subject  Premises.  Lessors  further  agree  to  hold  Lessee  harmless from any
liability  and  to  indemnify  Lessee  for  any claims, costs, expenses and fees
arising  from  Lessors'  activities  on  Lessors'  Claims.

                         XIII. RELOCATION AND AMENDMENT
                               ------------------------

     Lessee  shall  have  the right at any time or times during the term of this
Lease,  upon written notice to Lessors, to amend the location of any one or more
of  the  unpatented mining claims or mill site claims whenever such amendment is
deemed  necessary or desirable to correct errors or omissions in the location of
the  claim. Lessee shall have the further right, upon written notice to Lessors,
to  relocate any one or more of said claims whenever such action is deemed to be
necessary  or  desirable.  All  such  relocations or amendments shall be made by
Lessee  as agent for Lessors, placing all such amendments and relocations in the
name  of  Lessors.


                                       10
<PAGE>
     Lessee  shall have the further right at its discretion to repair or replace
any  claim  location  monument  or  marking which has been damaged or destroyed,
although  Lessee shall not be obligated to perform such repairs or replacements.

                                 XIV. PATENTING
                                      ---------

     Upon  request of Lessee at any time or times during the term of this Lease,
Lessors  agree to undertake and obtain patent to any or all of the mining claims
or mil site claims which are subject to this Lease, as designated by Lessee, and
Lessee  shall  prepare  all  documents  and  compile  all data and comply in all
respects  with  the  applicable  law,  all  at the expense of Lessee. Any patent
issued  shall  be in Lessors' names, or in a name designated by Lessors. Lessors
shall  execute  any  and  all  documents  required  for  this  purpose and shall
cooperate fully with Lessee in the patent application and proceedings subsequent
thereto. If Lessors begin or have begun patent proceedings and Lessee thereafter
or  hereafter requests Lessors to discontinue such proceedings, or if this Lease
is terminated while patent proceedings are pending, Lessee shall have no further
obligations  with  respect thereto, except to pay any unpaid expenses accrued in
such  proceedings  prior to its request to discontinue, or prior to termination,
whichever  occurs  first.

                                 XV. COMMINGLING
                                     -----------

     Lessee  shall have the right to commingle ore and minerals from the Subject
Premises,  or  any  portion  thereof,  with ore or minerals from other property.

                       XVI. DRAFTING OF DOCUMENT - MUTUAL
                            -----------------------------

     This  Lease  has  been drafted through the joint efforts of the Lessors and
Lessee  and  their respective attorneys, and neither of the parties hereto shall
be  permitted  to  claim  that  the  drafting  of  this  Lease  was performed or
accomplished  to  a  greater  extent  by  the  other  party.

     The  parties  acknowledge  that  they  have  retained or employed their own
respective  attorneys  or  counsel in the preparation and/or examination of this
document.

                                  XVII. DEFAULT
                                        -------

     In  the  event  that  Lessee shall default in the performance of any of the
terms  and  provisions of this Lease, then, after written notice of such default
from  Lessors  to  Lessee,  if  Lessee  does  not  either:

     A.   Cure  such  default  within  sixty  (60)  days  after  such notice, or


                                       11
<PAGE>
     B.   Commence promptly within the said period of sixty (60) days to rectify
          such  default  and continue thereafter to use due diligence to rectify
          such  default  until  it  is  fully  remedied  or  cured,

Lessors  may  terminate  this  Agreement  at  any  time  thereafter  during  the
continuance of such default by giving written notice to Lessee of their election
to  terminate.

                                  XVIII. NOTICE
                                         ------

     Any  notice  required  or  permitted  to  be  given or served by one of the
parties  hereto  shall  be  sufficiently  given  or served by a communication in
writing, sent by registered or certified mail, to the other party at the address
given  below:

     FOR  THE  LESSORS

     William  G.  and  Shirley  M.  Mouat
     825 Parkhill Drive Billings, MT 59102

     Laurenne  Sue  O'Dorisio
     President, Fort Stockton Investments, Inc., and Mouat Nickel Mines, Inc.,
     2211 Fort Stockton Drive
     San Diego
     California. 92103

     FOR  THE  LESSEE

     Aurora  Metals  (BVI)  Limited
     P.  O.  Box  27494
     Denver  Colorado,  80227-0494

     Any party may change its address by giving written notice of such change to
the  other  parties.

                                 XIX. ASSIGNMENT
                                      ----------

     Lessee's  assignment of the benefit of this Lease may only be made with the
consent  of  the  Lessors,  which  consent  will  not  be unreasonably withheld.

                               XX. CONFIDENTIALITY
                                   ---------------

     Lessors  agree  that  all  information developed or acquired by Lessee as a
result  of  work  under  this Lease and conveyed to Lessors, or any one of them,
including  but  not  limited  to  information  relating to ore reserves, mineral
discoveries,  mining  or  processing  methods,  plans,  production schedules and


                                       12
<PAGE>
other  information shall be kept strictly confidential by Lessors until released
or  made  public  by  Lessee.

                      XXI. TIME OF ESSENCE: BINDING EFFECT
                           -------------------------------

     Time  is  of  the  essence  in this Lease. Each obligation set forth herein
shall  extend  to  and  be  binding  upon  and every benefit inure to the heirs,
personal  representatives,  successors  or  assigns  of  the  parties  hereto.
Page 16 of 31 Mountain View Lease Agreement December 4, 2003

                            XXII. FURTHER ASSURANCES
                                  ------------------

     The  parties  agree  to  execute and deliver such other documents as may be
necessary  to  effectuate  the  intents  and  purposes  of  this  Lease.

                             XXIII. ENTIRE AGREEMENT
                                    ----------------

     This  Lease  may  not  be  amended  except  in  writing  by duly authorized
representatives  of  the  parties.  This  Lease constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior  agreements  with respect to all matters covered hereby. The parties agree
that  this  Lease  shall replace and supercede the Original Lease, provided that
neither  the  execution  nor  any  provision hereof shall interrupt or otherwise
affect  Lessee's  continuous  rights  in and possession of the Subject Premises.

                               XXIV. GOVERNING LAW
                                     -------------

     This  Lease  shall be governed by Montana law and the parties hereby submit
to  the  jurisdiction of the Montana courts, including the federal courts of the
district  of  Montana.

                          XXV. MEMORANDUM OF AGREEMENT
                               -----------------------

     This  Lease shall not be recorded without the consent of both parties. Upon
the  request  of  either  party, both parties shall execute a Memorandum of this
Lease  in  recordable  form,  which  memorandum  may  be  recorded.

                               XXVI. COUNTERPARTS
                                     ------------

     This  Lease  may  be  executed in counterparts, no one of which needs to be
executed  by all Lessors, and shall be binding upon each party upon execution by
that  party,  and  shall  be  effective  as  if  all parties had signed the same
document.

     IN  WITNESS  WHEREOF,  the parties hereto have caused this Lease to be duly
executed,  as  of  the  day  and  year  first  above  written.


                                       13
<PAGE>
                                           LESSORS:
                                           --------
MOUAT NICKEL MINES, INC.

                                           _____________________________________
                                           LAURENNE SUE O'DORISIO, President

                                           _____________________________________
                                           WILLIAM G. MOUAT, individually and as
                                               trustee

                                           _____________________________________
                                           SHIRLEY M. MOUAT, individually

FORT STOCKTON INVESTMENTS, INC.

                                           _____________________________________
                                           LAURENNE SUE O'DORISIO, President

                                           _____________________________________
                                           LOIS E. deLANNOY, individually and as
                                       Trustee of the 1985 deLANNOY FAMILY TRUST

                                           _____________________________________
                                           JOHN C. MOUAT

                                           _____________________________________
                                           DONALD D. MOUAT

                                           _____________________________________
                                           ELLEN A. LANGSTON

                                           _____________________________________
                                           DONNA DUBA

                                           _____________________________________
                                           HAROLD C. NELSON

                                           _____________________________________
                                           ANNE FUJIWARA

                                           _____________________________________
                                           WILLARD FERCH

                                           _____________________________________
                                           IVER J. HJELVIK


                                       14
<PAGE>
                                           _____________________________________
                                           DONNA F. HJELVIK

                                           _____________________________________
                                           ROBERT MOUAT

                                           _____________________________________
                                           DAVID MOUAT

                                           _____________________________________
                                           ELLEN L. SCHOEMER


                                           LESSEE:
                                           -------

AURORA METALS (BVI) LIMITED

                                           _____________________________________
                                           JOHN A. A. JAMES, President


                                       15
<PAGE>
STATE OF MONTANA,                    )
                                     )ss.
COUNTY OF __________________________ )

This instrument was acknowledged before me on _______________, 2003, by William
G. Mouat, individually and as Trustee.

                                          ______________________________________
                                          Notary Public for the State of Montana
                                          Residing at _________________, Montana
                                          My commission expires ________________

(Notarial Seal)

STATE OF CALIFORNIA,                 )
                                     )ss.
COUNTY OF __________________________ )

This instrument was acknowledged before me on _______________, 2003, by Lois
deLannoy, individually and as Trustee of the 1985 deLannoy Family Trust.

                                       _________________________________________
                                       Notary Public for the State of California
                                       Residing at _________________, California
                                       My commission expires ___________________

(Notarial Seal)

STATE OF CALIFORNIA,                 )
                                     )ss.
COUNTY OF __________________________ )

This instrument was acknowledged before me on _______________, 2003, by Laurenne
Sue O'Dorisio, individually, and as President of Fort Stockton Investments, Inc.
and Mouat Nickel Mines, Inc.

                                       _________________________________________
                                       Notary Public for the State of California
                                       Residing at _________________, California
                                       My commission expires ___________________


                                       16
<PAGE>
(Notarial Seal)

STATE OF MONTANA,                    )
                                     )ss.
COUNTY OF __________________________ )

This instrument was acknowledged before me on _______________, 2003, by Shirley
M. Mouat.

                                          ______________________________________
                                          Notary Public for the State of Montana
                                          Residing at _________________, Montana
                                          My commission expires ________________

STATE OF MONTANA,                    )
                                     )ss.
COUNTY OF __________________________ )

This instrument was acknowledged before me on _______________, 2003, by John C.
Mouat.

                                          ______________________________________
                                          Notary Public for the State of Montana
                                          Residing at _________________, Montana
                                          My commission expires ________________

(Notarial Seal)

STATE OF MONTANA,                    )
                                     )ss.
COUNTY OF __________________________ )

This instrument was acknowledged before me on _______________, 2003, by Donald
D. Mouat.

                                          ______________________________________
                                          Notary Public for the State of Montana
                                          Residing at _________________, Montana
                                          My commission expires ________________


                                       17
<PAGE>
(Notarial Seal)

STATE OF MONTANA,                    )
                                     )ss.
COUNTY OF __________________________ )

This instrument was acknowledged before me on _______________, 2003, by Ellen A.
Langston.

                                          ______________________________________
                                          Notary Public for the State of Montana
                                          Residing at _________________, Montana
                                          My commission expires ________________

(Notarial Seal)

STATE OF MONTANA,                    )
                                     )ss.
COUNTY OF __________________________ )

This instrument was acknowledged before me on _______________, 2003, by Donna
Duba.

                                          ______________________________________
                                          Notary Public for the State of Montana
                                          Residing at _________________, Montana
                                          My commission expires ________________

(Notarial Seal)

STATE OF ARIZONA,                    )
                                     )ss.
COUNTY OF __________________________ )

This instrument was acknowledged before me on _______________, 2003, by Harold
C. Nelson.

                                          ______________________________________
                                          Notary Public for the State of Arizona
                                          Residing at _________________, Arizona
                                          My commission expires ________________


                                       18
<PAGE>
(Notarial Seal)

STATE OF MONTANA,                    )
                                     )ss.
COUNTY OF __________________________ )

This instrument was acknowledged before me on _______________, 2003, by Anne
Fujiwara.

                                          ______________________________________
                                          Notary Public for the State of Montana
                                          Residing at _________________, Montana
                                          My commission expires ________________

(Notarial Seal)

STATE OF MONTANA,                    )
                                     )ss.
COUNTY OF __________________________ )

This instrument was acknowledged before me on _______________, 2003, by Willard
Ferch.

                                          ______________________________________
                                          Notary Public for the State of Montana
                                          Residing at _________________, Montana
                                          My commission expires ________________


(Notarial Seal)

STATE OF MONTANA,                    )
                                     )ss.
COUNTY OF __________________________ )

This instrument was acknowledged before me on _______________, 2001, by Iver J.
Hjelvik.

                                          ______________________________________
                                          Notary Public for the State of Montana
                                          Residing at _________________, Montana
                                          My commission expires ________________


                                       19
<PAGE>
(Notarial Seal)

STATE OF MONTANA,                    )
                                     )ss.
COUNTY OF __________________________ )

This instrument was acknowledged before me on _______________, 2003, by Donna F.
Hjelvik.

                                          ______________________________________
                                          Notary Public for the State of Montana
                                          Residing at _________________, Montana
                                          My commission expires ________________

(Notarial Seal)

STATE OF WYOMING                     )
                                     )ss.
COUNTY OF __________________________ )

This instrument was acknowledged before me on _______________, 2003, by Robert
Mouat.

                                          ______________________________________
                                          Notary Public for the State of Wyoming
                                          Residing at _________________, Wyoming
                                          My commission expires ________________

(Notarial Seal)

STATE OF WYOMING                     )
                                     )ss.
COUNTY OF __________________________ )

This instrument was acknowledged before me on _______________, 2003, by David
Mouat.

                                          ______________________________________
                                          Notary Public for the State of Wyoming
                                          Residing at _________________, Wyoming
                                          My commission expires ________________


                                       20
<PAGE>
(Notarial Seal)

STATE OF MONTANA,                    )
                                     )ss.
COUNTY OF __________________________ )

This instrument was acknowledged before me on _______________, 2003, by Ellen L.
Schoemer.

                                          ______________________________________
                                          Notary Public for the State of Montana
                                          Residing at _________________, Montana
                                          My commission expires ________________

(Notarial Seal)

STATE OF COLORADO,                   )
                                     )ss.
COUNTY OF __________________________ )

This instrument was acknowledged before me on _______________, 2003, by John A.
A. James, President of Aurora Metals (BVI) Limited.

                                         _______________________________________
                                         Notary Public for the State of Colorado
                                         Residing at _________________, Colorado
                                         My commission expires _________________


                                       21
<PAGE>
(Notarial Seal)

<TABLE>
<CAPTION>
           SCHEDULE 1 MOUNTAIN VIEW LEASE AGREEMENT
     PATENTED LODE AND PLACER CLAIMS IN STILLWATER COUNTY
                          MONTANA

Mineral Claim              Status                BLM Montana
    Name                                       Mineral Claim #
<S>            <C>                             <C>
1 Bald Eagle   Patented East Stillwater River  MSN 69D
</TABLE>




                                       22
<PAGE>
<TABLE>
<CAPTION>
                    SCHEDULE 2 MOUNTAIN VIEW LEASE AGREEMENT
            LODE AND PLACER CLAIMS FOR WHICH PATENT HAS BEEN APPLIED
                        FOR IN STILLWATER COUNTY, MONTANA

Mineral Claim                   Status                           BLM Montana
    Name                                                        Mineral Claim
                                                                      #
<C>            <S>            <C>                               <C>
  1            AMY 19         Patent Applied For Mountain View  MMC 10209
  2            AMY 20         Patent Applied For Mountain View  MMC 10210
  3            AMY 21         Patent Applied For Mountain View  MMC 10211
  4            SUSU 25        Patent Applied For Mountain View  MMC 53589
  5            SUSU 28        Patent Applied For Mountain View  MMC 53592
  6            SUSU 29        Patent Applied For Mountain View  MMC 53593
  7            Mouat 1 Lode   Patent Applied For Mountain View  MMC 186404
  8            Mouat 2 Lode   Patent Applied For Mountain View  MMC 186405
  9            Mouat 3 Lode   Patent Applied For Mountain View  MMC 186406
  10           Mouat 4 Lode   Patent Applied For Mountain View  MMC 186407
  11           Mouat 5 Lode   Patent Applied For Mountain View  MMC 186408
  12           Mouat 6 Lode   Patent Applied For Mountain View  MMC 186409
  13           Mouat 7 Lode   Patent Applied For Mountain View  MMC 186410
  14           Mouat 8 Lode   Patent Applied For Mountain View  MMC 186411
  15           Mouat 9 Lode   Patent Applied For Mountain View  MMC 186412
  16           Mouat 10 Lode  Patent Applied For Mountain View  MMC 186413
  17           Mouat 11 Lode  Patent Applied For Mountain View  MMC 186414
  18           Mouat 12 Lode  Patent Applied For Mountain View  MMC 186415
  19           Mouat 13 Lode  Patent Applied For Mountain View  MMC 186416
  20           Mouat 14 Lode  Patent Applied For Mountain View  MMC 186417
  21           LAKE PLACER    Patent Applied For Mountain View  MMC 189232
</TABLE>


                                       23
<PAGE>
<TABLE>
<CAPTION>
             SCHEDULE 3 MOUNTAIN VIEW LEASE AGREEMENT
  UNPATENTED LODE AND PLACER CLAIMS IN STILLWATER COUNTY, MONTANA

Mineral Claim                   Status                BLM Montana
    Name                                            Mineral Claim #
<S>    <C>        <C>                               <C>
1      AMY 1      Unpatented West Stillwater River  MMC 10191
2      AMY 2      Unpatented West Stillwater River  MMC 10192
3      AMY 3      Unpatented West Stillwater River  MMC 10193
4      AMY 13     Unpatented West Stillwater River  MMC 10203
5      AMY 14     Unpatented West Stillwater River  MMC 10204
6      AMY 15     Unpatented West Stillwater River  MMC 10205
7      AMY 16     Unpatented West Stillwater River  MMC 10206
8      AMY 17     Unpatented West Stillwater River  MMC 10207
9      AMY 18     Unpatented West Stillwater River  MMC 10208
10     AMY 25     Unpatented West Stillwater River  MMC 10212
11     Amy 133    Unpatented West Stillwater River  MSN 17302
12     GYPSUM     Unpatented West Stillwater River  MMC 35156
       PLACER
13     DUKE       Unpatented West Stillwater River  MMC 35157
       PLACER     5/8th Interest. No buildings
14     ANN #1     Unpatented West Stillwater River  MMC 35958
15     ANN #2     Unpatented West Stillwater River  MMC 35959
16     ANN 3 fr.  Unpatented West Stillwater River  MMC 35960
17     ANN 4      Unpatented West Stillwater River  MMC 35961
18     ANN 4A     Unpatented West Stillwater River  MMC 35962
19     ANN 5      Unpatented West Stillwater River  MMC 35963
20     ANN 5A     Unpatented West Stillwater River  MMC 35964
21     ANN 6      Unpatented West Stillwater River  MMC 35965
22     ANN 6A     Unpatented West Stillwater River  MMC 35966
23     ANN 7      Unpatented West Stillwater River  MMC 35967
24     ANN 8      Unpatented West Stillwater River  MMC 35968
25     ANN 9      Unpatented West Stillwater River  MMC 35969
26     ANN 10     Unpatented West Stillwater River  MMC 35970
27     ANN 28     Unpatented West Stillwater River  MMC 35988
28     ANN 29     Unpatented West Stillwater River  MMC 35989
29     ANN 30     Unpatented West Stillwater River  MMC 35990
30     ANN 44     Unpatented West Stillwater River  MMC 36004
31     GAY 1      Unpatented West Stillwater River  MMC 36281
32     GAY 2      Unpatented West Stillwater River  MMC 36282
33     GAY 6      Unpatented West Stillwater River  MMC 36286
34     GAY 7      Unpatented West Stillwater River  MMC 36287
35     GAY 11     Unpatented West Stillwater River  MMC 36291
36     GAY 12     Unpatented West Stillwater River  MMC 36292
37     GAY 15     Unpatented West Stillwater River  MMC 36295
38     GAY 16     Unpatented West Stillwater River  MMC 36296
</TABLE>


                                       24
<PAGE>
<TABLE>
<CAPTION>
               SCHEDULE 3 MOUNTAIN VIEW LEASE AGREEMENT (continued)
          UNPATENTED LODE AND PLACER CLAIMS IN STILLWATER COUNTY, MONTANA

<S>      <C>                         <C>                               <C>
Mineral            Status                            BLM Montana
 Claim                                             Mineral Claim #
 Name
  39     Mountain View Chrome Co.    Unpatented West Stillwater River  MMC 36376
  40     Ely Placer                  Unpatented West Stillwater River  MMC 36379
  41     No. 5 Tunnel & Tunnel Site  Unpatented West Stillwater River  MMC 36380
  42     MALO                        Unpatented West Stillwater River  MMC 36384
  43     Red Bird No. 3              Unpatented West Stillwater River  MMC 36396
  44     CHAS F.                     Unpatented West Stillwater River  MMC 36408
  45     Joan I                      Unpatented West Stillwater River  MMC 36413
  46     Verdi Placer                Unpatented West Stillwater River  MMC 36430
  47     SUSU 22                     Unpatented West Stillwater River  MMC 53586
  48     SUSU 23                     Unpatented West Stillwater River  MMC 53587
  49     SUSU 24                     Unpatented West Stillwater River  MMC 53588
  50     SUSU 26                     Unpatented West Stillwater River  MMC 53590
  51     SUSU 27                     Unpatented West Stillwater River  MMC 53591
  52     AMY fr.                     Unpatented West Stillwater River  MMC 78928
  53     GAY fr.                     Unpatented West Stillwater River  MMC 78929
  54     NEW 13                      Unpatented West Stillwater River  MMC 84655
  55     Red Bird # 4                Unpatented West Stillwater River  MMC 36397
  56     Mill Site 69E               Unpatented West Stillwater River  MSN 156775
</TABLE>


                                       25
<PAGE>
<TABLE>
<CAPTION>
           SCHEDULE 4: WATER RIGHTS STILLWATER RIVER VALLEY AREA,
                        MOUNTAIN VIEW LEASE AGREEMENT
                         STILLWATER COUNTY, MONTANA

<S>                          <C>
Lessors Water Right          43C-W-189530-00
Number
Source                       Mountain View Lake - SW   NE  Sec. 20, Twp. 5S,
                             Rge. 15E M.P.M, Stillwater County, Montana
Indicated Flow Rate:         1.34 CFS
Indicated Volume             486.27 acre feet per year
Purpose (Use):               Industrial
Lessors Water Right          43C-W-189532-00
Number:
Source:                      Verdigris Creek - S  SW  NE  Sec. 20, Twp. 5S,
                             Rge. 15E M.P.M, Stillwater County, Montana
Indicated Flow Rate:         0.09 CFS
Indicated Volume             49.79 acre feet per year
Purpose (Use):               Domestic (multiple)
</TABLE>


                                       26
<PAGE>