MARJAN MINING

                             JOINT VENTURE AGREEMENT


     Joint  Venture  Agreement  dated as of October 28, 2005 (this  "Agreement")
among  Caucasus  Resources Pty Ltd, an Australian  Company  ("CR");  Global Gold
Mining, LLC, a Delaware, USA limited liability company ("GGM"); and SHA, LLC, an
Armenian limited liability company, which is a subsidiary of GGM ("SHA").



                                    RECITALS


     SHA is the licensee of the Marjan Mine property in Armenia ( "Marjan").

     The parties desire to develop Marjan through a joint venture and for SHA to
transfer  its  license  and any other  rights in Marjan to an  American  limited
liability company owned jointly by CR and GGM.



                                    AGREEMENT


     NOW THEREFORE, the parties hereto hereby agree as follows:


     1.   LLC Formation.

          CR and GGM shall establish a joint venture limited  liability  company
     (the "JV  LLC")  under  the laws of the  State of  Delaware,  USA,  with an
     operating  agreement  (the "LLC  Agreement"),  which CR and GGM are signing
     concurrently herewith, and a copy of which is attached hereto.


     2.   LLC Ownership, Funding.

          (a) The  respective  percentage  interests of CR and GGM as members of
     the JV LLC shall be as follows:

               (i)  Initially  CR shall have a 40% interest and GGM shall have a
          60%  interest  in the JV LLC.  CR shall be  responsible  for all other
          payments of the purchase price and for all  exploration,  development,
          capital,  operating and other  expenses  (subject to clause (b) below)
          without further  obligation of GGM to contribute funds to maintain its
          interest.  Each party shall  nevertheless  pay its own customary staff
          and out-of-pocket expenses.


<PAGE>

               (ii) CR's  percentage  interest  shall  increase to 51% and GGM's
          percentage  interest shall decrease to 49% upon CR's spending $500,000
          (U.S),  pursuant to a mutually  agreed upon  budget,  for  exploration
          relating to Marjan within two years from the date hereof.

               (iii) CR's  percentage  interest in the JV LLC shall  increase to
          80% and GGM's  percentage  interest  shall  decrease  to 20% upon CR's
          successfully bringing Marjan into production.

               (iv) CR's  percentage  interest  shall  decrease to 40% and GGM's
          percentage  interest shall increase to 60%, unless within 4 years from
          the date hereof,  CR shall bring Marjan into successful  production or
          CR and GGM shall have  agreed to a  commercially  reasonable  business
          plan for bringing Marjan into production.


          (b) Following commencement of production of Marjan, both parties shall
     contribute to the JV LLC's production expenditures on a pro rata basis.


          (c) The terms of the present joint venture shall likewise apply to the
     acquisition  and development of mining  resources  within Armenia which are
     within 20 kilometers of Marjan and are in Armenia.  Paragraph 3 "Subsequent
     Projects"  in the  Agreement  dated  August  15,  2005  between  CR and GGM
     relating  primarily to the  Lichkvadz-Tei  and  Terterasar  mines shall not
     apply to the present joint venture or the activities  contemplated  in this
     agreement.


     3.   Transfer of Mine.

          For full and adequate  consideration,  the receipt of which SHA hereby
     acknowledges,  SHA shall transfer its license and other rights in Marjan to
     the JV LLC or its  wholly  owned  Armenian  subsidiary  and  shall  proceed
     promptly and diligently  with all necessary  formalities to consummate such
     transfer.

     4.   Representations, Indemnification.

          (a) CR and GGM  understand  that their  investments  in the JV LLC are
     illiquid,  and involve a high  degree of risk,  and are only  suitable  for
     parties  which can afford to lose their  entire  investment.  They  further
     understand that such  investments have not been registered under the United
     States  Securities Act of 1933 or the  securities  laws of any state of the
     United  States  and  will  be  subject  to  substantial   restrictions   on
     transferability  unless  and  until the  securities  are  registered  or an
     exemption from registration becomes available.

          (b) The parties'  decisions to enter the transactions  contemplated by
     this agreement are based solely on their independent analyses. The parties:
     (A) have been  given the  opportunity  to ask  questions  of,  and  receive
     answers  from one another  concerning  the terms and  conditions  and other
     matters pertaining to their  investments,  and all such questions have been
     answered to the satisfaction of the respective parties; (B) have been given
     the opportunity to obtain such additional  information  necessary to verify
     the  accuracy of the  information  or that has been  otherwise  provided in
     order  for them to  evaluate  the  merits  and  risks  of their  respective
     investments;  and (C) have been given the opportunity to obtain  additional
     information from one another.  The parties have not been furnished with any
     oral  representation  or  warranty  in  connection  with  the  transactions
     contemplated  by this  agreement,  and the  parties are not  entering  this
     transaction  with a  view  to the  sale  or  other  distribution  of  their
     investments.




                                     - 2 -
<PAGE>

          (c) The  parties  unconditionally  agree  to  indemnify  and  hold one
     another and any of their counsel,  advisors and accountants,  harmless from
     any  loss,  liability,  claim,  damage  or  expense,  arising  out  of  the
     inaccuracy  of any  of  their  respective  representations,  warranties  or
     statements or the breach of any of the agreements contained herein.

          (d) The parties affirm that they have full power,  and authority,  and
     their  signatures  establish this agreement as a valid and legally  binding
     document  enforceable as written.  The parties agree,  however, to make any
     necessary  amendments  to bring this  agreement  into  compliance  with any
     applicable Australian, Armenian or United States legal requirements.


     5.   Miscellaneous.

          The provisions of Article 16,  "Miscellaneous,"  of the LLC Agreement,
     including the governing law and arbitration  provisions,  are  incorporated
     herein by reference and made  applicable to this  Agreement and the parties
     hereto.  The  addresses  for notices  between  the  parties  shall be those
     respectively   provided   to  each  other  most   recently  in  writing  or
     electronically.



IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date first above written.


    CAUCASUS RESOURCES PTY LTD          GLOBAL GOLD MINING, LLC

By: ___________________________     By: ___________________________
    Matthew Wood                        Van Krikorian
    Managing Director                   Manager

                                        SHA, LLC

                                    By: ___________________________




                                      - 3 -