AGC Americas Gold Corp.
      200 - 580 Hornby Street, Vancouver, British Columbia, Canada V6C 3B6

                                                             Tel: (604) 689-4771
                                                             Fax: (604) 684-0642
                                                        Website: WWW.AGCGOLD.COM
                                                        E-mail: INFO@AGCGOLD.COM


                             LETTER OF INTENT (LOI)

This writing shall represent the Intent of the parties (Alexander Vileshin to be
referred to as Alex and AGC Americas Gold Corp. to be referred to as AGC), whose
signatures are shown below, to enter into a business arrangement as specified
herein.

AGC will establish the business entity (WC.Com) which will have a preferential
and formal business relationship with Watch Central Corporation (WCC). WCC will
provide the following to AGC:

1.       All watch repairs resulting from advertising and/or WC.Com's E-Commerce
         site will be charged to AGC's account at "Jeweler's Cost" (i.e. the
         lowest cost charged to companies in the trade).

2.       The retail price list published on WC.Com's E-Commerce web site for
         repairs, straps and accessories will be at least 20% lower that the
         retail prices charged by WCC to its retail customers.

3.       AGC will be responsible for the payment of all salaries of all
         employees of WC.Com, and for WC.Com's "Showroom Store" managed by Alex.

o        WC.Com will be a subsidiary of and 100% owned by AGC.

o        WC.Com will have a 3-person board of directors comprised initially of
         Alex, Alex's nominee and Tom Crom.

o        WC.Com will have its own budget (as approved by the board of AGC), bank
         account, and signing of contracts and/or checks shall require the
         signature of any tow of the three board members.

o        Alex will be President of WC.Com and will be offered the opportunity to
         become a member of the board of AGC.

o        Alex shall receive an initial salary of $3,000.00 U.S./Month during the
         set-up and establishment of WC.Com (i.e. WC.Com opens officially for
         business).

o        Once WC.Com is officially open and able to do business through its
         E-Commerce web site being developed and established by WCC as described
         below, Alex's job function will be reevaluated by an outside
         consultant.  The consultant will report to the AGC Board the industry
         salary standard for an executive in Alex's position at that point in
         time. Alex's salary will be set accordingly. Further evaluations will
         be done on a yearly basis.

         WCC shall be totally responsible for the design, development, beta
         testing and making fully operational WC.Com's E-Commerce web site. AGC
         shall pay to WCC the sum of $50,000.00 in US currency for the provision
         of such services.


Letter of Intent - Alex & AGC                                 Page 1 of 2


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                                          LETTER OF INTENT (LOI) (Cont'd)


o        Alex will receive an incentive bonus of 314,000 options for the
         purchase of AGC free-trading stock. The exercise price of the options
         shall be established as per the rules of the Vancouver Stock Exchange
         (VSE) at a price equal to the closing price on the day prior to this
         LOI being executed by Alex and delivered as an original or facsimile
         and before the close market (4:00 PM EST).

o        An additional  50,000 options will become available upon the completion
         of an initial private placement.  These options can be provided to Alex
         or his nominee.

o        The  private  placement  shall be in an amount  approximately  equal to
         $500,000  Cdn.  Of this  amount  1/3 shall be set aside for Alex or his
         nominee.  Each unit shall consist of one (1) share of AGC stock and one
         (1) warrant for the purchase of an additional share of AGC stock as per
         the rules of the VSE.  Each unit shall be priced at a 20%  discount  to
         the closnig  price on the day prior to the signing of this  agrement by
         Alex and  delivery  to AGC,  prior to the close of the market  (4:00 PM
         EST).

o        The private placement will close only if subscriptions to a minimum of
         $500,000 Cdn. has been committed.

o        At AGC's next Annual General  Meeting (AGM),  the board will file for a
         formal option plan. This will allow AGC's board to make available up to
         an additional  1,400,000 options.  Only the newly elected directors can
         commit to the  disposition  of the options,  post AGM.  Alex as well as
         other  parties will be eligible to receive some of these  options.  The
         new Board will also be solely  responsible for appointing the new slate
         of officers.

o        AGC will guarantee the contrct between Alex and WC.Com,  or, enter into
         an agreement with Alex directly, which ever Alex's lawyer prefers.

o        AGC commits that it will offer Joint  Venture  participation  to Joseph
         Edward's  for any new deal  involving  retail  sales frm stores but not
         from the Internet.

o        This entire LOI  (agreement) is conditional  upon a minimum of $500,000
         Cdn. Being raised through the private placement as described above.

o        Following closing of the private  placement,  this LOI will be replaced
         with a formal agreement between the parties.

Attested to this 5th day of March, 1999; by



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

Alexander Vileshin                                R.G. McMorran for AGC
235 E. 40th Street, Apt. 3411                     200 - 580 Hornby Street
New York, NY 10016                                Vancouver, B.C. Canada V6C 3B6




Letter of Intent - Alex & AGC
                                                                    Page 2 of 2

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