EXHIBIT 10.16

             BASAL ZONE 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.  and  SHIRLEY  M.  MOUAT
individually,  FORT  STOCKTON  INVESTMENTS,  INC.,  and MOUAT NICKEL MINES, INC.
(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 between WILLIAM G. and SHIRLEY
M.  MOUAT,  and  LAURENNE SUE O'DORISIO, President of FORT STOCKTON INVESTMENTS,
INC., and MOUAT NICKEL MINES, INC. lease to AURORA METALS (BVI) LIMITED (AMBVI),
certain  patented  and  unpatented  mining  claims  and  tunnel sites located in
Stillwater  and  Sweet  Grass  Counties,  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 and Sweet Grass
Counties, Montana respectively.

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:

     (1)  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;

     (2)  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;

     (3)  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;


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

     (5)  the  right  to use all water and water rights identified in Schedule 4
          and  to  develop  additional water and water rights appurtenant to the
          Subject  Premises;

     (6)  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;

     (7)  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

     (8)  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.

                       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  Monthly  Rental  Payment.  Lessee agrees to pay Lessors on or before the
        ------------------------
first  day  of each month of the primary term of the lease the following Monthly
Rental  Payments:

     (1)  From the first anniversary of the date of execution of this Lease,
          $500.00 per month.

     (2)  From the second anniversary of the date of execution of this Lease,
          $1,000.00 per month.


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     (3)  From the third anniversary of the date of execution of this Lease;
          $1,500.00 per month.

     (4)  From the sixth anniversary of the date of execution of this Lease and
          till the end of the Primary Term, $2,000.00 per month.

These  Monthly  Rental  Payments are expressly intended by the parties to negate
and  remove  any  obligation  on  the part of the Lessee, express or implied, to
explore,  develop and 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.

     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  shall  have the exclusive right, privilege and option to extend the
Primary  Term  for  an  additional  term  of  five  (5) years. 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.

     D.  BLM Fees. Within  ninety  (90)  days  of  the date of execution of this
         ---------
Lease  Lessee  agrees  to  repay  Lessors  Bureau  of  Land  Management  ("BLM")
unpatented  mineral  claim  fees  of  two  thousand  and  six  hundred  dollars
($2,600.00)  for  the  2003/2004  assessment  year.

     E.  Payments. All payments 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.

     F.  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.


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     G.  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:

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

     e.   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


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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  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.F. By "Net Smelter
Returns"  is  meant  the amount received from the mill, smelter or refinery 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,


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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.E and II.G 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.

     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


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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
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
         -----
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


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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.

     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


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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.

                                   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


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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 millsite 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.

     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 millsite 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 any other property.


                                       10
<PAGE>
                       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

     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


                                       11
<PAGE>
     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.
Page  15  of  23  Basal  Zone  Agreement  December  4,  2003

                               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 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.

                            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.

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


                                       12
<PAGE>
     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.


                                       13
<PAGE>
     IN  WITNESS  WHEREOF,  the parties hereto have caused this Lease to be duly
executed,  as  of  the  day  and  year  first  above  written.


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


                                           LESSEE:
                                           -------

                                           AURORA METALS (BVI) LIMITED
                                           __________________________________
                                           JOHN A. A. JAMES, President


STATE OF MONTANA,                    )
                                     )ss.
                                     )

COUNTY OF __________________________________

This instrument was acknowledged before me on _______________, 2001, by William
G. Mouat, individually and as Trustee.

                                          ______________________________________
                                          Notary Public for the State of Montana
                                          Residing at__________________, Montana
                                          My commission expires:________________


                                       14
<PAGE>
STATE OF MONTANA,                    )
                                     )ss.
                                     )

COUNTY OF __________________________________

This instrument was acknowledged before me on _______________, 2001, by Shirley
M. Mouat,

                                          ______________________________________
                                          Notary Public for the State of Montana
                                          Residing at__________________, Montana
                                          My commission expires:________________


STATE OF CALIFORNIA,                 )
                                     )ss.
                                     )

COUNTY OF __________________________________

This instrument was acknowledged before me on _______________, 2001, 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:___________________


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:_________________


                                       15
<PAGE>
<TABLE>
<CAPTION>
                         SCHEDULE 1 BASAL ZONE AGREEMENT
           PATENTED LODE AND PLACER CLAIMS IN STILLWATER COUNTY MONTANA

<S>             <C>               <C>                             <C>
 Mineral Claim                      Status                          BLM Montana
     Name                                                         Mineral Claim #
      1         Nio Placer        Patented East Stillwater River  MSN 10783
      2         Chrome            Patented East Stillwater River  MSN 10781
      3         Lookover          Patented East Stillwater River  MSN 10781
      4         Jackson           Patented East Stillwater River  MSN 10781
      5         Gabbro            Patented East Stillwater River  MSN 10781
      6         Pada #1           Patented East Stillwater River  MSN 10782
      7         Pada #2           Patented East Stillwater River  MSN 10782
      8         Big Ben           Patented East Stillwater River  MSN 10782
      9         Lucky T           Patented East Stillwater River  MSN 10782
      10        L.T.X.            Patented East Stillwater River  MSN 10782
      11        H.E.D.            Patented East Stillwater River  MSN 10782
      12        Copper            Patented East Stillwater River  MSN 10782
      13        Gold Tip          Patented East Stillwater River  MSN 10782
      14        Beauty            Patented East Stillwater River  MSN 10782
      15        Patent            Patented East Stillwater River  MSN 10782
      16        Opal              Patented East Stillwater River  MSN 10782
      17        Dave              Patented East Stillwater River  MSN 10782
      18        Mountain View     Patented West Stillwater River  MSN 63A
      19        Rough Rock        Patented West Stillwater River  MSN 63B
      20        Redbird           Patented West Stillwater River  MSN 63C
      21        Big Thing         Patented West Stillwater River  MSN 63D
      22        Stillwater        Patented West Stillwater River  MSN 63E
      23        Summit            Patented West Stillwater River  MSN 68A
      24        New Wabeliski     Patented West Stillwater River  MSN 68B
      25        Brooklyn          Patented West Stillwater River  MSN 69A
      26        Avalanche         Patented West Stillwater River  MSN 69B
      27        Cataract          Patented West Stillwater River  MSN 69C
      28        Perseverance      Patented West Stillwater River  MSN 70A
      29        Emerald           Patented West Stillwater River  MSN 70B
      30        Blue Jay          Patented West Stillwater River  MSN 70C
      31        Copper Bottom     Patented West Stillwater River  MSN 70D
      32        Ridge             Patented West Stillwater River  MSN 70E
      33        Rough Rock No. 2  Patented West Stillwater River  MSN 72A
      34        Something         Patented West Stillwater River  MSN 72B
</TABLE>


                                       16
<PAGE>
<TABLE>
<CAPTION>
                  SCHEDULE 2 BASAL ZONE AGREEMENT
     UNPATENTED LODE AND PLACER CLAIMS IN STILLWATER COUNTY MONTANA

<S>    <C>                 <C>                               <C>
  Mineral Claim                         Status                 BLM Montana
      Name                                                   Mineral Claim #
1      Giant               Unpatented West Stillwater River  MMC 36382
2      Red Bird #2         Unpatented West Stillwater River  MMC 36396
3      Smelter             Unpatented West Stillwater River  MMC 36401
4      Billie              Unpatented West Stillwater River  MMC 36407
5      Gap                 Unpatented West Stillwater River  MMC 36410
6      Jame                Unpatented West Stillwater River  MMC 36412
7      Westlake            Unpatented West Stillwater River  MMC 36431
8      Snookie Placer (2)  Unpatented West Stillwater River  MMC 36402
9      Basin Placer        Unpatented East Stillwater River  MMC 36777
</TABLE>

(1) Stillwater Mining Company leases "that part (of the Snookie Placer) in
conflict with the unpatented lode claims Schmidt Numbers 1 &2, Blitz Numbers. 3,
4, 7, 8, 11,12,15, and 16."

     (2) SMC is also paying BLM fees on this claim


                                       17
<PAGE>
<TABLE>
<CAPTION>
                    SCHEDULE 3 BASAL ZONE AGREEMENT
      LODE AND PLACER CLAIMS SITUATED IN SWEET GRASS COUNTY MONTANA

<S>      <C>      <C>                          <C>
Mineral Claim             Status                BLM Montana
    Name                                       Mineral Claim #
1        RAM 1    Unpatented Crescent Creek    MMC 128417
2        RAM 2    Unpatented Crescent Creek    MMC 128418
3        RAM 4    Unpatented Crescent Creek    MMC 128420
4        RAM 5    Unpatented Crescent Creek    MMC 128421
5        RAM 7    Unpatented Crescent Creek    MMC 128423
6        RAM 8    Unpatented Crescent Creek    MMC 128424
7        RAM 11   Unpatented Crescent Creek    MMC 128427
8        RAM 12   Unpatented Crescent Creek    MMC 128428
9        RAM 14   Unpatented Crescent Creek    MMC 128430
10       RAM 15   Unpatented Crescent Creek    MMC 128431
11       RAM 17   Unpatented Crescent Creek    MMC 128433
12       RAM 18   Unpatented Crescent Creek    MMC 128434
13       RAM 19   Unpatented Crescent Creek    MMC 128435
14       RAM 20   Unpatented Crescent Creek    MMC 128436
15       RAM 24   Unpatented Crescent Creek    MMC 128440
16       RAM 44   Unpatented Crescent Creek    MMC 134180
17       RAM 45   Unpatented Crescent Creek    MMC 134181
</TABLE>


                                       18
<PAGE>