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                            SHARE PURCHASE AGREEMENT

This Share Purchase  Agreement  ("Agreement") is made as of October 27, 2005, by
the Aigedzor  Mining  Company  LLC, a Delaware,  USA limited  liability  company
("Buyer"),  and Albert  Sakhkalian,  an individual  resident in 12 Kirov Street,
apartment 15,  Echmiadzin,  Armenia,  consisting  of one hundred  percent of the
"participants" of Sipan 1, LLC an Armenian limited liability company, "Seller").





                                    RECITALS

Seller  desires to sell,  and Buyer  desires to purchase,  all of the issued and
outstanding  shares of participation  (the "Shares") in Sipan 1, LLC an Armenian
limited  liability  company as described in Ownership  Certificates of Shares in
Company  issued by the Ministry of Justice  attached  hereto,  which holds valid
exploration  and mining  licenses,  a  processing  plant,  and other  assets and
improvements  in Armenia  for the mining  property  known as  Lichkvaz - Tey and
Terterasar  mines and other  license  areas all as described  in the  Disclosure
Letter  attached (the  "Company"),  for the  consideration  and on the terms set
forth in this Agreement.











                                    AGREEMENT

The parties, intending to be legally bound, agree as follows:



  1. DEFINITIONS.  For purposes of this Agreement, the following terms have the
     meanings specified or referred to in this Section 1:


     "Acquired Company" -- the Company.


     "Adjustment Amount" -- as defined in Section 2.5.


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     "Applicable  Contract" -- any Contract (a) under which the Acquired Company
has or may acquire any rights,  (b) under which the Acquired  Company has or may
become  subject to any  obligation  or  liability,  or (c) by which the Acquired
Company or any of the assets owned or used by it is or may become bound.


     "Balance Sheet" -- as defined in Section 3.4.


     "Best Efforts" -- the efforts that a prudent Person desirous of achieving a
result would use in similar circumstances to ensure that such result is achieved
as expeditiously as possible.


     "Breach" -- a "Breach" of a representation, warranty, covenant, obligation,
or other  provision of this  Agreement or any instrument  delivered  pursuant to
this  Agreement  will be deemed to have occurred if there is or has been (a) any
inaccuracy  in or breach of, or any  failure to  perform  or comply  with,  such
representation,  warranty, covenant,  obligation, or other provision, or (b) any
claim  (by any  Person)  or  other  occurrence  or  circumstance  that is or was
inconsistent with such representation,  warranty, covenant, obligation, or other
provision,  and the term "Breach" means any such  inaccuracy,  breach,  failure,
claim, occurrence, or circumstance.


     "Buyer" -- as defined in the first paragraph of this Agreement.


     "Closing" -- as defined in Section 2.3.


     "Closing Date" -- the date and time as of which the Closing  actually takes
place.


     "Company" -- as defined in the Recitals of this Agreement.


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     "Consent"  --  any  approval,  consent,  ratification,   waiver,  or  other
authorization (including any Governmental Authorization).


     "Contemplated Transactions" -- all of the transactions contemplated by this
Agreement, including:


          (a) The sale of the Shares by Seller to Buyer;

          (b) the execution,  delivery, and performance of the Escrow Agreement,
     the Noncompetition Agreements, the Seller's Releases;

          (c) the performance by Buyer and Seller of their respective  covenants
     and  obligations,  including the delivery of the first rated bank guarantee
     from Buyer, under this Agreement; and

          (d) Buyer's  acquisition  and  ownership of the Shares and exercise of
     control over the Acquired Company,


     "Contract" -- any agreement, contract, obligation,  promise, or undertaking
(whether  written  or oral and  whether  express  or  implied)  that is  legally
binding.


     "Damages" -- as defined in Section 10.2.


     "Disclosure  Letter" -- the disclosure  letter delivered by Seller to Buyer
concurrently with the execution and delivery of this Agreement,  attached hereto
as Exhibit A and made a part hereof.


     "Employment Agreements" -- as defined in Section 2.4(a)(iii).


     "Encumbrance" -- any charge, claim, community property interest, condition,
equitable  interest,  lien, option,  pledge,  security interest,  right of first
refusal,  or restriction of any kind,  including any restriction on use, voting,
transfer, receipt of income, or exercise of any other attribute of ownership.


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     "Environment"  -- soil, land surface or subsurface  strata,  surface waters
(including  any  waters,   streams,   ponds,  drainage  basins,  and  wetlands),
groundwaters,  drinking water supply,  stream sediments,  ambient air (including
indoor  air),  plant and  animal  life,  and any other  environmental  medium or
natural resource.


     "Environmental,  Health,  and  Safety  Liabilities"  -- any cost,  damages,
expense,  liability,  obligation,  or other responsibility arising from or under
Environmental  Law or  Occupational  Safety and Health Law and  consisting of or
relating to:

          (a)  any  environmental,  health,  or  safety  matters  or  conditions
     (including  on-site  or  off-site  contamination,  occupational  safety and
     health, and regulation of chemical substances or products);

          (b)  fines,  penalties,   judgments,  awards,  settlements,  legal  or
     administrative proceedings,  damages, losses, claims, demands and response,
     investigative,  remedial,  or inspection  costs and expenses  arising under
     Environmental Law or Occupational Safety and Health Law;

          (c) financial  responsibility  under Environmental Law or Occupational
     Safety and Health Law for cleanup costs or corrective action, including any
     investigation,  cleanup,  removal,  containment,  or other  remediation  or
     response actions  ("Cleanup")  required by applicable  Environmental Law or
     Occupational  Safety and Health Law  (whether or not such  Cleanup has been
     required or requested by any Governmental Body or any other Person) and for
     any natural resource damages; or


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          (d) any  other  compliance,  corrective,  investigative,  or  remedial
     measures required under Environmental Law or Occupational Safety and Health
     Law.


     "Environmental Law" -- any Legal Requirement that requires or relates to:

          (a) advising  appropriate  authorities,  employees,  and the public of
     Armenia  of  intended  or  actual   releases  of  pollutants  or  hazardous
     substances  or  materials,   violations  of  discharge   limits,  or  other
     prohibitions  and of the  commencements  of  activities,  such as  resource
     extraction  or  construction,  that  could have  significant  impact on the
     Environment;

          (b)  preventing  or  reducing  to  acceptable  levels  the  release of
     pollutants or hazardous substances or materials into the Environment;

          (c) reducing the quantities, preventing the release, or minimizing the
     hazardous characteristics of wastes that are generated;

          (d) assuring  that products are designed,  formulated,  packaged,  and
     used so that they do not present  unreasonable risks to human health or the
     Environment when used or disposed of;

          (e) protecting resources, species, or ecological amenities;

          (f)  reducing  to  acceptable   levels  the  risks   inherent  in  the
     transportation  of  hazardous   substances,   pollutants,   oil,  or  other
     potentially harmful substances;

          (g) cleaning up pollutants  that have been  released,  preventing  the
     threat of release, or paying the costs of such clean up or prevention; or

          (h) making responsible parties pay private parties, or groups of them,
     for  damages  done  to  their  health  or the  Environment,  or  permitting
     self-appointed  representatives  of the  public  interest  to  recover  for
     injuries done to public assets.


<PAGE>


     "Escrow Agreement" -- any escrow agreement necessary in connection with the
Closing to hold funds or documents pending the clearance of security  interests,
liens, possible claims, or other matters.


     "Facilities" -- any real property, leaseholds, or other interests currently
or formerly owned or operated by the Acquired Company and any buildings, plants,
structures,  or equipment  (including  motor  vehicles,  tank cars,  and rolling
stock) currently or formerly owned or operated by the Acquired Company.


     "GAAP" -- generally accepted United States accounting  principles,  applied
on a basis  consistent  with the basis on which the Balance  Sheet and the other
financial statements referred to in Section 3.4(b) were prepared.


     "Governmental  Authorization" -- any approval,  consent,  license,  permit,
waiver,  or other  authorization  issued,  granted,  given,  or  otherwise  made
available by or under the authority of any Governmental  Body or pursuant to any
Legal Requirement.


     "Governmental Body" -- any:

          (a) nation,  state,  county, city, town, village,  district,  or other
     jurisdiction of any nature;

          (b)  national,   provincial,   local,  municipal,  foreign,  or  other
     government;

          (c)  governmental  or  quasi-governmental   authority  of  any  nature
     (including any governmental agency, branch, department, official, or entity
     and any court or other tribunal);

          (d) multi-national organization or body; or

          (e) body  exercising,  or entitled to  exercise,  any  administrative,
     executive, judicial,  legislative,  police, regulatory, or taxing authority
     or power of any nature.


     "Hazardous Activity" -- the distribution,  generation, handling, importing,
management, manufacturing, processing, production, refinement, Release, storage,
transfer,  transportation,  treatment, or use (including any withdrawal or other
use of  groundwater)  of Hazardous  Materials in, on, under,  about, or from the
Facilities  or any  part  thereof  into  the  Environment,  and any  other  act,
business,  operation,  or thing that increases the danger, or risk of danger, or
poses  an  unreasonable  risk of  harm  to  persons  or  property  on or off the
Facilities,  or that may  affect  the value of the  Facilities  or the  Acquired
Company.


<PAGE>


     "Hazardous  Materials"  -- any  waste or other  substance  that is  listed,
defined, designated, or classified as, or otherwise determined to be, hazardous,
radioactive,  or toxic or a pollutant or a contaminant  under or pursuant to any
Environmental Law, including any admixture or solution thereof, and specifically
including  petroleum  and  all  derivatives  thereof  or  synthetic  substitutes
therefor and asbestos or asbestos-containing materials.


     "Intellectual Property Assets" -- as defined in Section 3.22.


     "Interim Balance Sheet" -- as defined in Section 3.4.


     "IRS" -- the  United  States  Internal  Revenue  Service  or any  successor
agency,  and,  to the extent  relevant,  the  United  States  Department  of the
Treasury.


     "Knowledge"  -- an  individual  will be  deemed  to have  "Knowledge"  of a
particular fact or other matter if:


          (a) such individual is actually aware of such fact or other matter; or

          (b) a prudent  individual  could be expected to discover or  otherwise
     become  aware of such fact or other  matter in the course of  conducting  a
     reasonably  comprehensive  investigation  concerning  the existence of such
     fact or other matter.

     A Person (other than an individual) will be deemed to have "Knowledge" of a
particular fact or other matter if any individual who is serving,  or who has at
any time served, as a director,  officer, partner,  executor, or trustee of such
Person (or in any similar  capacity) has, or at any time had,  Knowledge of such
fact or other matter.


<PAGE>


     "Legal  Requirement"  -- any federal,  state,  local,  municipal,  foreign,
international,  multinational, or other administrative order, constitution, law,
ordinance, principle of common law, regulation, statute, or treaty.


     "Noncompetition Agreements" -- as defined in Section 2.4(a) (iii).


     "Occupational  Safety and Health Law" -- any Legal Requirement  designed to
provide safe and healthful working conditions and to reduce  occupational safety
and health hazards, and any program,  whether governmental or private (including
those   promulgated  or  sponsored  by  industry   associations   and  insurance
companies), designed to provide safe and healthful working conditions.


     "Order"  -- any  award,  decision,  injunction,  judgment,  order,  ruling,
subpoena,  or  verdict  entered,   issued,  made,  or  rendered  by  any  court,
administrative agency, or other Governmental Body or by any arbitrator.



     "Ordinary Course of Business" -- an action taken by a Person will be deemed
to have been taken in the "Ordinary Course of Business" only if:

          (a) such action is consistent  with the past  practices of such Person
     and is taken in the ordinary course of the normal day-to-day  operations of
     such Person;

          (b) such  action is not  required to be  authorized  by the board such
     Person (or by any Person or group of Persons exercising similar authority);
     and

          (c) such  action  is  similar  in  nature  and  magnitude  to  actions
     customarily taken, without any authorization by the board (or by any Person
     or group of Persons exercising similar  authority),  in the ordinary course
     of the normal  day-to-day  operations of other Persons that are in the same
     line of business as such Person.


<PAGE>


     "Organizational   Documents"  --  (a)  the  articles  or   certificate   of
incorporation and the bylaws of a corporation; (b) the partnership agreement and
any  statement  of  partnership  of  a  general  partnership;  (c)  the  limited
partnership  agreement and the  certificate of limited  partnership of a limited
partnership;  (d) the certificate of formation,  participants decisions, and the
charter or operating agreement of any limited liability company; (e) any charter
or similar document adopted or filed in connection with the creation, formation,
or  organization  of a Person;  and (f) any  minutes,  protocols,  or  documents
related to a Person's decisions or actions;  and (g) any amendment to any of the
foregoing.


     "Person"  --  any   individual,   corporation   (including  any  non-profit
corporation),  general or limited partnership,  limited liability company, joint
venture, estate, trust, association,  organization, labor union, or other entity
or Governmental Body.


     "Proceeding" -- any action,  arbitration,  audit,  hearing,  investigation,
litigation, or suit (whether civil, criminal, administrative,  investigative, or
informal)  commenced,  brought,  conducted,  or heard by or before, or otherwise
involving, any Governmental Body or arbitrator.


     "Related Person" -- with respect to a particular individual:

          (a) each other member of such individual's Family;

          (b) any Person  that is  directly  or  indirectly  controlled  by such
     individual or one or more members of such individual's Family;

          (c)  any  Person  in  which  such   individual   or  members  of  such
     individual's  Family hold  (individually  or in the  aggregate)  a Material
     Interest; and

          (d) any Person with  respect to which such  individual  or one or more
     members of such individual's Family serves as a director, officer, partner,
     executor, or trustee (or in a similar capacity).


<PAGE>


     With respect to a specified Person other than an individual:

          (a) any Person that  directly or indirectly  controls,  is directly or
     indirectly controlled by, or is directly or indirectly under common control
     with such specified Person;

          (b) any  Person  that  holds a  Material  Interest  in such  specified
     Person;

          (c) each Person that serves as a director, officer, partner, executor,
     or trustee of such specified Person (or in a similar capacity);

          (d) any  Person  in  which  such  specified  Person  holds a  Material
     Interest;

          (e) any Person with respect to which such specified Person serves as a
     general partner or a trustee (or in a similar capacity); and

          (f) any Related  Person of any  individual  described in clause (b) or
     (c).


For purposes of this definition,  (a) the "Family" of an individual includes (i)
the individual, (ii) the individual's spouse, (iii) any other natural person who
is  related  to the  individual  or the  individual's  spouse  within the second
degree, and (iv) any other natural person who resides with such individual,  and
(b) "Material Interest" means direct or indirect beneficial  ownership of voting
securities  or  other  voting  interests   representing  at  least  20%  of  the
outstanding  voting  power of a Person  or  equity  securities  or other  equity
interests  representing  at least 20% of the  outstanding  equity  securities or
equity interests in a Person.


     "Release" -- any  spilling,  leaking,  emitting,  discharging,  depositing,
escaping,  leaching,  dumping, or other releasing into the Environment,  whether
intentional or unintentional.


     "Representative"  -- with respect to a particular  Person,  any  authorised
director, officer, employee, agent, consultant, advisor, or other representative
of such Person, including legal counsel, accountants, and financial advisors.


<PAGE>


     "Seller" -- as defined in the first paragraph of this Agreement.


     "Seller's Releases" -- as defined in Section 2.4.


     "Shares" -- as defined in the Recitals of this Agreement.

     "Subsidiary"  -- with respect to any Person (the "Owner"),  any corporation
or other Person of which securities or other interests having the power to elect
a majority of that corporation's or other Person's board of directors or similar
governing  body,  or  otherwise  having  the power to direct  the  business  and
policies of that  corporation  or other Person  (other than  securities or other
interests  having such power only upon the happening of a  contingency  that has
not occurred) are held by the Owner or one or more of its Subsidiaries.


     "Tax Return" -- any return  (including  any  information  return),  report,
statement,  schedule,  notice, form, or other document or information filed with
or submitted to, or required to be filed with or submitted to, any  Governmental
Body in connection with the determination, assessment, collection, or payment of
any Tax or in connection with the administration, implementation, or enforcement
of or compliance with any Legal Requirement relating to any Tax.


     "Threat of  Release"  -- a  substantial  likelihood  of a Release  that may
require action in order to prevent or mitigate  damage to the  Environment  that
may result from such Release.


     "Threatened" -- a claim, Proceeding,  dispute, action, or other matter will
be deemed to have been  "Threatened"  if any demand or  statement  has been made
(orally or in writing) or any notice has been given  (orally or in writing),  or
if any other event has  occurred or any other  circumstances  exist,  that would
lead a  prudent  Person to  conclude  that  such a claim,  Proceeding,  dispute,
action, or other matter is likely to be asserted, commenced, taken, or otherwise
pursued in the future.



     2.   SALE AND TRANSFER OF SHARES; CLOSING.

     2.1. Shares. Subject to the terms and conditions of this Agreement,  at the
          Closing,  Seller will sell and transfer the Shares to Buyer, and Buyer
          will purchase the Shares from Seller.


<PAGE>


     2.2. Purchase  Price.  The purchase  price (the  "Purchase  Price") for the
          Shares will be Four Million Five Hundred Fifty Thousand  United States
          Dollars  ($4,550,000 USD), payable as follows:  (a) Three Million Five
          Hundred Fifty Thousand United States Dollars  ($3,550,000  USD) at the
          Closing, and (b) One Million United States Dollars ($1,000,000 USD) to
          be paid in Three (3) years of the date of the Closing, less any amount
          related to claims or  liabilities  incurred or related to events prior
          to the date of  Closing(hereinafter  the "Guaranteed  Amount").  Buyer
          shall present a first rated bank guarantee for the  Guaranteed  Amount
          no later than  Closing  Date.  Purchase  Price is inclusive of and the
          Seller is solely  responsible for all taxes,  fees and levies,  duties
          and other charges  provided under applicable  Armenian  legislation at
          the time of signing of this Agreement, including such taxes, duties or
          other charges acknowledged retroactive, which may be imposed on any of
          the Purchase Price  (including,  but not limited to, the property tax,
          profit  or  income  tax,  VAT) (all  taxes,  duties  or other  charges
          hereinafter collectively referred to as the "Taxes"), associated with,
          or payment of, such Purchase Price. Buyer may calculate,  and withhold
          from the Purchase Price and pay any Tax on behalf of the Seller.


     2.3. Closing.  The purchase and sale (the  "Closing")  provided for in this
          Agreement  will take place at the offices of Global Gold  Mining,  LLC
          Armenian  Branch,  Tamanian 2a, suite #2, Yerevan,  Armenia,  at 10:00
          a.m.  (local  time) on the later of (i)  November 11, 2005 or (ii) the
          date that is ten business  days  following the notice that all parties
          are prepared to close,  or at such other time and place as the parties
          may  agree.  Subject  to the  provisions  of  Section  9,  failure  to
          consummate the purchase and sale provided for in this Agreement on the
          date and time and at the place determined pursuant to this Section 2.3
          will not  result in the  termination  of this  Agreement  and will not
          relieve any party of any obligation under this Agreement.


     2.4. Closing Obligations. At the Closing:

               (a) Seller will deliver to Buyer:

                    (i)  certificates  representing  the Shares  (for  obtaining
               which  the  Buyer  shall  provide   assistance   to  Seller,   as
               necessary),  duly  endorsed  (or  accompanied  by  duly  executed
               powers),  with signatures  guaranteed,  for transfer to Buyer and
               corresponding   changes  to  the   Company's   official  list  of
               participants and charter;


<PAGE>


                    (ii) releases in the form of Exhibit 2.4(a)(ii)  executed by
               Seller (collectively, "Seller's Releases");

                    (iii)  noncompetition  agreements  in the  form  of  Exhibit
               2.4(a)(iv), executed by Seller (collectively, the "Noncompetition
               Agreements"); and

                    (iv) a  certificate  executed  by  Seller  representing  and
               warranting  to Buyer that each of  Seller's  representations  and
               warranties  in this  Agreement was accurate in all respects as of
               the date of this  Agreement and is accurate in all respects as of
               the Closing  Date as if made on the  Closing  Date  (giving  full
               effect to any  supplements  to the  Disclosure  Letter  that were
               delivered  by  Seller  to  Buyer  prior  to the  Closing  Date in
               accordance with Section 5.5);

                    (v)  all  records,  assets,  and  materials  related  to the
               Company,  not in the Company's possession as of the Closing date;
               and

                    (vi) an  acknowledgment  that the Fifty  Thousand  US Dollar
               ($50,000 USD)  nonrefundable  deposit paid by Global Gold Mining,
               LLC pursuant to the January 20, 2004 "Purchase Deposit Agreement"
               and extended  through  October 15, 2005 is credited to reduce the
               amount  Buyer is to pay at the Closing  provided  that the Seller
               shall not be  responsible  for taxes  occurred  for the  Acquired
               Company in the result of such acknowledgement.

                    (vii) one or more special mining licenses covering the right
               to mine,  process,  and sell gold and other minerals for terms of
               at least Seventeen (17) years at the properties  described in the
               Disclosure Letter.


               (b) Buyer will deliver to Seller:

                    (i) the amount totaling Three Million Five Hundred  Thousand
               ($3,500,000) US Dollars as provided by Escrow Agreement,

                    (ii) first rated bank  guarantee  for the payment of the One
               Million US dollars  ($1,000,000 USD) to Seller in Three (3) years
               of the Closing date, as provided in Section 2.2 above,


<PAGE>


                    (iii) a  certificate  executed by Buyer to the effect  that,
               except as otherwise stated in such  certificate,  each of Buyer's
               representations  and warranties in this Agreement was accurate in
               all respects as of the date of this  Agreement and is accurate in
               all  respects  as of the  Closing  Date as if made on the Closing
               Date.



     2.5. Adjustment  Amounts.  The  Adjustment  Amount (which may be a positive
          number only if Buyer elects to retain  additional  equipment  added to
          the asset list of the Company provided with the Disclosure Letter or a
          negative number) will be equal to the difference, if any, in the value
          of the assets from the date of this Agreement up to the Closing date.

     2.6. Adjustment Procedure.

               (a)  Seller  will  prepare  and will cause the  Company's  public
          accountants,  to audit  consolidated  financial  statements  ("Closing
          Financial  Statements")  of the Company as of the Closing Date and for
          the period  from the date of the  Balance  Sheet  through  the Closing
          Date, including an updated asset list. Seller will deliver the Closing
          Financial  Statements  to Buyer  within  sixty days after the  Closing
          Date.  If  within  thirty  days  following  delivery  of  the  Closing
          Financial  Statements,  Buyer  has  not  given  Seller  notice  of its
          objection  to the  Closing  Financial  Statements  (such  notice  must
          contain a  statement  of the  basis of  Buyer's  objection),  then the
          reflected  in  the  Closing  Financial  Statements  will  be  used  in
          computing  the  Adjustment  Amount.  If Buyer  gives  such  notice  of
          objection,  then the issues in dispute  will be submitted to KPMG (the
          "Accountants"),  for resolution. If issues in dispute are submitted to
          the  Accountants  for  resolution,  (i) each party will furnish to the
          Accountants  such  workpapers  and  other  documents  and  information
          relating to the disputed issues as the Accountants may request and are
          available to that party or its Subsidiaries (or its independent public
          accountants),  and will be afforded the  opportunity to present to the
          Accountants any material  relating to the determination and to discuss
          the determination with the Accountants;  (ii) the determination by the
          Accountants, as set forth in a notice delivered to both parties by the
          Accountants,  will be binding and conclusive on the parties; and (iii)
          Buyer will bear the fees of the Accountants for such determination.

               (b) On the tenth  business day following the final  determination
          of the  Adjustment  Amount,  if the Purchase Price is greater than the
          aggregate  of the  payments  made  pursuant to Sections 2 and if Buyer
          elects to to  retian  the  additional  equipment  or other  additional
          assets if any,  Buyer will pay the  difference  to Seller,  and if the
          Purchase Price is less than such aggregate amount, Seller will pay the
          difference to Buyer.  Payments must be made in  immediately  available
          funds.


<PAGE>


     3.   REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represent and warrant
          to Buyer as follows:



     3.1. Organization and Good Standing.

               (a) Part 3.1 of the  Disclosure  Letter  contains a complete  and
          accurate list for the Acquired  Company of its name, its  jurisdiction
          of incorporation,  other jurisdictions in which it is authorized to do
          business,  and its  capitalization  (including  the  identity  of each
          participant  and the  number of shares  held by  each).  The  Acquired
          Company is a company duly  organized,  validly  existing,  and in good
          standing under the laws of its  jurisdiction  of  incorporation,  with
          full  corporate  power and  authority to conduct its business as it is
          now being  conducted,  to own or use the properties and assets that it
          purports  to own or use,  and to  perform  all its  obligations  under
          Applicable  Contracts.  The Acquired  Company is duly  qualified to do
          business as a foreign  corporation  and is in good standing  under the
          laws of each  jurisdiction in which either the ownership or use of the
          properties  owned  or  used by it,  or the  nature  of the  activities
          conducted by it, requires such qualification.

               (b) Seller has  delivered to Buyer  copies of the  Organizational
          Documents of the Acquired Company, as currently in effect.


<PAGE>


     3.2. Authority; No Conflict.

               (a) This  Agreement  constitutes  the legal,  valid,  and binding
          obligation of Seller,  enforceable  against Seller in accordance  with
          its terms.  Upon the  execution and delivery by Seller of the Seller's
          Releases,  and  the  Noncompetition  Agreements   (collectively,   the
          "Seller's  Closing  Documents"),  the Seller's Closing  Documents will
          constitute  the  legal,  valid,  and  binding  obligations  of Seller,
          enforceable  against Seller in accordance with their respective terms.
          Seller has the absolute and unrestricted right, power, authority,  and
          capacity  to execute  and  deliver  this  Agreement  and the  Seller's
          Closing   Documents  and  to  perform  their  obligations  under  this
          Agreement and the Seller's Closing Documents.

               (b)  Except  as set forth in Part 3.2 of the  Disclosure  Letter,
          neither  the  execution  and  delivery  of  this   Agreement  nor  the
          consummation  or performance of any of the  Contemplated  Transactions
          will,  directly  or  indirectly  (with or  without  notice or lapse of
          time):

                    (i)  contravene,  conflict with, or result in a violation of
               any  provision  of the  Organizational  Documents of the Acquired
               Company,  or (B)  any  resolution  adopted  by the  board  or the
               participants of the Acquired Company;

                    (ii) contravene, conflict with, or result in a violation of,
               or give  any  Governmental  Body or  other  Person  the  right to
               challenge any of the Contemplated Transactions or to exercise any
               remedy or obtain any relief under,  any Legal  Requirement or any
               Order to which the  Acquired  Company  or  Seller,  or any of the
               assets owned or used by the Acquired Company, may be subject;


<PAGE>


                    (iii) contravene, conflict with, or result in a violation of
               any of the terms or  requirements  of,  or give any  Governmental
               Body the right to revoke, withdraw,  suspend, cancel,  terminate,
               or modify,  any  Governmental  Authorization  that is held by the
               Acquired Company or that otherwise relates to the business of, or
               any of the assets owned or used by, the Acquired Company;

                    (iv) cause Buyer or the Acquired  Company to become  subject
               to, or to become liable for the payment of, any Tax;

                    (v) cause any of the assets owned by the Acquired Company to
               be  reassessed  or  revalued  by any  taxing  authority  or other
               Governmental Body;

                    (vi) contravene,  conflict with, or result in a violation or
               breach  of any  provision  of,  or give any  Person  the right to
               declare a default or exercise any remedy under,  or to accelerate
               the  maturity  or  performance  of, or to cancel,  terminate,  or
               modify, any Applicable Contract; or

                    (vii)   result  in  the   imposition   or  creation  of  any
               Encumbrance  upon or with  respect to any of the assets  owned or
               used by the Acquired Company.


Except  as set forth in Part 3.2 of the  Disclosure  Letter,  the  Seller or the
Acquired  Company is not or will not be required to give any notice to or obtain
any Consent from any Person in  connection  with the  execution  and delivery of
this Agreement or the  consummation  or  performance of any of the  Contemplated
Transactions,  including specifically but not limited to the Company's rights to
engage in commercial  mining at Lichkvaz - Tey and  Terterasar  license areas as
well as to  operate  an  associated  plant  there,  including  the sale of their
products domestically and for export.


<PAGE>


     3.3. Capitalization.  The authorized  equity of the Company consist of 1000
          shares of  participants  interests,  book  value  10000 AMD per share.
          Seller is and will be on the  Closing  Date the record and  beneficial
          owner and holder of the Shares, free and clear of all Encumbrances. No
          legend or other  reference to any purported  Encumbrance  appears upon
          any certificate  representing the Shares of the Acquired Company.  All
          of the Shares of the Acquired  Company have been duly  registered  are
          fully paid and  nonassessable.  There are no Contracts relating to the
          issuance,  sale, or transfer of any Shares or other  securities of the
          Acquired  Company.  None of the  Shares  or  other  securities  of the
          Acquired Company was issued in violation of any Legal Requirement. The
          Acquired  Company does not own,  nor has any Contract to acquire,  any
          equity securities or other securities of any Person (other than of the
          Acquired  Company)  nor any direct or  indirect  equity nor  ownership
          interest in any other business.



     3.4. Financial Statements.  Seller has delivered to Buyer: (a) consolidated
          balance  sheets of the  Acquired  Company as at December 31 in each of
          the years 2001 through 2004, and the related  consolidated  statements
          of income,  changes in participants' equity, and cash flow for each of
          the  fiscal  years then  ended,  together  with the report  thereon of
          Ameria,  independent public  accountants,  (b) a consolidated  balance
          sheet of the Acquired  Company as at December 31, 2004  (including the
          notes  thereto,  the "Balance  Sheet"),  and the related  consolidated
          statements of income,  changes in participants'  equity, and cash flow
          for the fiscal year then ended,  together with the report  thereon of,
          independent  public  accountants,  and (c) an  unaudited  consolidated
          balance  sheet of the Acquired  Company as at September  30, 2005 (the
          "Interim  Balance  Sheet")  and  the  related  unaudited  consolidated
          statements of income,  changes in shareholders'  equity, and cash flow
          for the three  months  then  ended,  including  in each case the notes
          thereto.  Such  financial  statements  and notes  fairly  present  the
          financial  condition  and  the  results  of  operations,   changes  in
          shareholders'  equity, and cash flow of the Acquired Company as at the
          respective  dates of and for the periods referred to in such financial
          statements,  all in  accordance  with Armenian  accounting  principles
          consistent  with GAAP;  the financial  statements  referred to in this
          Section 3.4  reflect the  consistent  application  of such  accounting
          principles throughout the periods involved. No financial statements of
          any Person  other than the  Acquired  Company are required by Armenian
          accounting  principles  consistent  with  GAAP to be  included  in the
          consolidated financial statements of the Company.


<PAGE>


     3.5. Books and Records.  The books of account,  minute books,  share record
          books,  and other records of the Acquired  Company,  all of which have
          been made  available to Buyer,  are complete and correct and have been
          maintained in accordance with sound business  practices and applicable
          law,  including  the  maintenance  of an  adequate  system of internal
          controls.  The minute books of the Acquired  Company contain  accurate
          and complete records of all meetings held of, and Company action taken
          by, the  participants,  management,  the Board,  and committees of the
          Board  of  the   Acquired   Company,   and  no  meeting  of  any  such
          participants,  management, Board, or committee has been held for which
          minutes have not been  prepared  and are not  contained in such minute
          books.  At the Closing,  all of those books and records will be in the
          possession of the Acquired Company.


     3.6. Title to Properties;  Encumbrances.  Part 3.6 of the Disclosure Letter
          contains a complete and accurate list of all real property,  licenses,
          mining agreements, leaseholds, or other interests therein owned by the
          Acquired  Company.  Seller has  delivered  or made  available to Buyer
          copies of the deeds and other  instruments  (as recorded) by which the
          Acquired Company acquired such real property and interests, and copies
          of all title insurance policies,  opinions,  abstracts, and surveys in
          the possession of Seller or the Acquired  Company and relating to such
          property  or  interests.  The  Acquired  Company  owns  (with good and
          marketable  title in the case of real  property,  subject  only to the
          matters  permitted  by the  following  sentence)  all the  properties,
          licenses,  and assets  (whether real,  personal,  or mixed and whether
          tangible  or  intangible)  that they  purport  to own  located  in the
          facilities  owned or operated by the Acquired  Company or reflected as
          owned in the books and records of the Acquired Company,  including all
          of the  properties  and assets  reflected in the Balance Sheet and the
          Balance  Sheet  (except  for  assets  held  under  capitalized  leases
          disclosed  or  not  required  to be  disclosed  in  Part  3.6  of  the
          Disclosure  Letter and  personal  property  sold since the date of the
          Balance Sheet and the Interim  Balance  Sheet,  as the case may be, in
          the Ordinary Course of Business), and all of the properties and assets
          purchased or otherwise acquired by the Acquired Company since the date
          of the Balance Sheet (except for personal  property  acquired and sold
          since the date of the Balance Sheet in the Ordinary Course of Business
          and consistent  with past practice)  which  subsequently  purchased or


<PAGE>


          acquired  properties  and assets (other than  inventory and short-term
          investments)  are  listed in Part 3.6 of the  Disclosure  Letter.  All
          material  properties and assets reflected in the Balance Sheet and the
          Interim Balance Sheet are free and clear of all  Encumbrances  and are
          not,  in the case of real  property,  subject  to any  rights  of way,
          building use restrictions,  exceptions,  variances,  reservations,  or
          limitations of any nature except,  with respect to all such properties
          and assets,  (a) mortgages or security  interests shown on the Balance
          Sheet or the Interim Balance Sheet as securing  specified  liabilities
          or obligations,  with respect to which no default (or event that, with
          notice or lapse of time or both,  would  constitute a default) exists,
          (b) mortgages or security  interests  incurred in connection  with the
          purchase of property or assets  after the date of the Interim  Balance
          Sheet (such  mortgages  and security  interests  being  limited to the
          property or assets so acquired),  with respect to which no default (or
          event that, with notice or lapse of time or both,  would  constitute a
          default) exists, (c) liens for current taxes not yet due, and (d) with
          respect to real property,  (i) minor  imperfections  of title, if any,
          none of which is substantial in amount,  materially  detracts from the
          value or impairs the use of the property subject  thereto,  or impairs
          the operations of the Acquired Company, and (ii) zoning laws and other
          land use  restrictions  that do not impair the present or  anticipated
          use of the  property  subject  thereto.  All  buildings,  plants,  and
          structures  owned  by the  Acquired  Company  lie  wholly  within  the
          boundaries of the real property  owned by the Acquired  Company and do
          not encroach  upon the property  of, or  otherwise  conflict  with the
          property rights of, any other Person.


     3.7. Condition and Sufficiency of Assets. The structures,  and equipment of
          the Acquired  Company are  structurally  sound,  are in good operating
          condition,  and are adequate for the uses to which they are being put,
          and none of such  buildings,  plants,  structures,  or equipment is in
          need  of  maintenance   or  repairs   except  for  ordinary,   routine
          maintenance  and repairs that are not material in nature or cost.  The
          building,  plants,  structures,  and equipment of the Acquired Company
          are  sufficient  for the continued  conduct of the Acquired  Company's
          businesses  after the  Closing  in  substantially  the same  manner as
          conducted prior to the Closing.


     3.8. Accounts  Receivable.  All accounts receivable of the Acquired Company
          that are reflected on the Balance  Sheet or the Interim  Balance Sheet
          or on the accounting records of the Acquired Company as of the Closing
          Date  (collectively,  the  "Accounts  Receivable")  represent  or will
          represent  valid  obligations  arising  from  sales  actually  made or
          services actually performed in the Ordinary Course of Business. Unless
          paid prior to the Closing Date, the Accounts Receivable are or will be
          as of the Closing Date current and  collectible  net of the respective
          reserves shown on the Balance Sheet or the Interim Balance Sheet or on
          the accounting  records of the Acquired Company as of the Closing Date
          (which  reserves  are  adequate and  calculated  consistent  with past

<PAGE>

          practice and, in the case of the reserve as of the Closing Date,  will
          not represent a greater  percentage  of the Accounts  Receivable as of
          the Closing  Date than the reserve  reflected  in the Interim  Balance
          Sheet  represented of the Accounts  Receivable  reflected  therein and
          will not represent a material  adverse  change in the  composition  of
          such Accounts Receivable in terms of aging). Subject to such reserves,
          each of the Accounts  Receivable  either has been or will be collected
          in full,  without  any  set-off,  within  ninety days after the day on
          which it first becomes due and payable. There is no contest, claim, or
          right of  set-off,  other  than  returns  in the  Ordinary  Course  of
          Business,   under  any  Contract  with  any  obligor  of  an  Accounts
          Receivable  relating  to the  amount  or  validity  of  such  Accounts
          Receivable.  Part 3.8 of the Disclosure Letter contains a complete and
          accurate list of all Accounts Receivable as of the date of the Interim
          Balance  Sheet,  which  list sets  forth  the  aging of such  Accounts
          Receivable.


     3.9. Inventory.  All  inventory  of the  Acquired  Company,  whether or not
          reflected in the Balance Sheet or the Interim Balance Sheet,  consists
          of a quality and quantity usable and salable in the Ordinary Course of
          Business,  except  for  obsolete  items  and  items of  below-standard
          quality,  all of which have been  written  off or written  down to net
          realizable  value in the Balance Sheet or the Interim Balance Sheet or
          on the  accounting  records of the Acquired  Company as of the Closing
          Date,  as the case may be. All  inventories  not written off have been
          priced at the lower of cost or balance value basis.  The quantities of
          each item of inventory  (whether raw  materials,  work-in-process,  or
          finished  goods) are not excessive,  but are reasonable in the present
          circumstances of the Acquired Company.


    3.10. No Undisclosed  Liabilities.  Except as set forth in Part 3.10 of the
          Disclosure   Letter,  the  Acquired  Company  has  no  liabilities  or
          obligations  of any  nature  (whether  known or  unknown  and  whether
          absolute, accrued, contingent, or otherwise) except for liabilities or
          obligations  reflected or reserved against in the Balance Sheet or the
          Interim Balance Sheet and current liabilities incurred in the Ordinary
          Course of Business since the respective dates thereof.


     3.11. Taxes.

               (a) The  Acquired  Company  has filed or caused to be filed (on a
          timely basis since 2000) all Tax Returns that are or were  required to
          be filed by or with respect to any of them,  either separately or as a
          member  of a group  of  corporations,  pursuant  to  applicable  Legal
          Requirements.  Seller has  delivered to Buyer copies of, and Part 3.11
          of the Disclosure Letter contains a complete and accurate list of, all
          such Tax Returns filed since 2000.  The Acquired  Company has paid, or
          made  provision  for the  payment  of, all Taxes that have or may have
          become due pursuant to those Tax Returns or otherwise,  or pursuant to
          any assessment received by Seller or the Acquired Company, except such
          Taxes, if any, as are listed in Part 3.11 of the Disclosure Letter and
          are being  contested in good faith and as to which  adequate  reserves
          (determined  in  accordance   with  Armenian   accounting   principles
          consistent  with GAAP) have been provided in the Balance Sheet and the
          Interim Balance Sheet.

<PAGE>

               (b) The Tax Returns of the Acquired Company subject to such Taxes
          have been audited by the relevant tax authorities or are closed by the
          applicable  statute of limitations for all taxable years through 2005.
          Part 3.11 of the  Disclosure  Letter  contains a complete and accurate
          list of all audits of all such Tax  Returns,  including  a  reasonably
          detailed  description  of the nature and  outcome of each  audit.  All
          deficiencies  proposed  as a result of such  audits  have  been  paid,
          reserved  against,  settled,  or,  as  described  in Part  3.11 of the
          Disclosure  Letter,  are being  contested in good faith by appropriate
          proceedings.   Part  3.11  of  the  Disclosure  Letter  describes  all
          adjustments  to the Tax Returns filed by the Acquired  Company for all
          taxable  years since 2001,  and the resulting  deficiencies  proposed.
          Except as described in Part 3.11 of the Disclosure Letter, neither the
          Seller nor the  Acquired  Company has given or been  requested to give
          waivers  or  extensions  (or is or would  be  subject  to a waiver  or
          extension  given by any other  Person) of any  statute of  limitations
          relating to the payment of Taxes of the Acquired  Company or for which
          the Acquired Company may be liable.

               (c) The charges,  accruals, and reserves with respect to Taxes on
          the respective books of the Acquired Company are adequate  (determined
          in accordance  with Armenian  accounting  principles  consistent  with
          GAAP) and are at least equal to the Acquired  Company's  liability for
          Taxes.  There exists no proposed tax  assessment  against the Acquired
          Company  except as disclosed  in the Balance  Sheet or in Part 3.11 of
          the Disclosure  Letter.  All Taxes that the Acquired Company is or was
          required by Legal  Requirements  to withhold or collect have been duly
          withheld or collected and, to the extent  required,  have been paid to
          the proper Governmental Body or other Person.

<PAGE>

               (d) All Tax Returns  filed by (or that include on a  consolidated
          basis) the Acquired Company are true, correct, and complete.  There is
          no tax sharing agreement that will require any payment by the Acquired
          Company after the date of this Agreement.


    3.12. No Material  Adverse  Change.  Since the date of the  Balance  Sheet,
          there  has not been  any  material  adverse  change  in the  business,
          operations,   properties,  prospects,  assets,  or  condition  of  the
          Acquired  Company,  and no event has occurred or  circumstance  exists
          that may result in such a material adverse change.

    3.13. Employee benefits.

               (a) As used in this Section 3.13,  the  following  terms have the
          meanings set forth below.

               "Company Other Benefit  Obligation"  means any  Obligation  owed,
               adopted, or followed by the Acquired Company.

               "Company  Plan" means all Plans of which the Acquired  Company or
               an Affiliate of the Acquired Company is or was a Plan Sponsor, or
               to which the  Acquired  Company or an  Affiliate  of the Acquired
               Company otherwise contributes or has contributed, or in which the
               Acquired   Company  or  an  Affiliate  of  the  Acquired  Company
               otherwise  participates  or has  participated.  All references to
               Plans are to Company Plans unless the context requires otherwise.

<PAGE>

               "Other Benefit Obligations" means all obligations,  arrangements,
               or customary practices,  whether or not legally  enforceable,  to
               provide benefits, other than salary, as compensation for services
               rendered, to present or former directors,  employees,  or agents,
               other than  obligations,  arrangements,  and  practices  that are
               Plans. Other Benefit  Obligations  include consulting  agreements
               under which the compensation paid does not depend upon the amount
               of  service  rendered,  sabbatical  policies,  severance  payment
               policies, and fringe benefits.

                    (i)  Part  3.13(i)  of  the  Disclosure  Letter  contains  a
               complete and accurate list of all Company Plans and Company Other
               Benefit Obligations, and identifies as such all Company Plans.

                    (ii) Part  3.13(ii)  of the  Disclosure  Letter  contains  a
               complete and accurate list of (A) all  Affiliates of the Acquired
               Company,  and (B) all Plans of which any such Affiliate is or was
               a Plan Sponsor,  in which any such Affiliate  participates or has
               participated,  or to which any such Affiliate  contributes or has
               contributed.

                    (iii) Part 3.13(iii) of the  Disclosure  Letter sets forth a
               calculation  of  the  liability  of  the  Acquired   Company  for
               benefits.

                    (iv) Part 3.13(iv) of the  Disclosure  Letter sets forth the
               financial cost of all obligations  owed under any Company Plan or
               Company Other Benefit Obligation.

<PAGE>

               (b)  Seller  has  delivered  to Buyer,  or will  deliver to Buyer
          within ten days of the date of this Agreement:

                    (i) all  documents  that set forth the terms of each Company
               Plan or  Company  Other  Benefit  Obligation  and of any  related
               matter,  including  (A) all plan  descriptions  and summary  plan
               descriptions, and (B) all summaries and descriptions furnished to
               participants  and  beneficiaries   regarding  Company  Plans  and
               Company Other Benefit Obligations;

                    (ii) all  personnel,  payroll,  and  employment  manuals and
               policies;

                    (iii)  all  collective   bargaining  and  union   agreements
               pursuant  to which  contributions  have been made or  obligations
               incurred  by the  Acquired  Company  and  the  Affiliates  of the
               Acquired  Company,  and  all  collective   bargaining  agreements
               pursuant to which contributions are being made or obligations are
               owed by such entities;

                    (iv) a written  description  of any Company  Plan or Company
               Other Benefit Obligation that is not otherwise in writing;

                    (v) all statements filed with respect to any Company Plan;

                    (vi)  all  insurance  policies  purchased  by or to  provide
               benefits under any Company Plan;

                    (vii) all  contracts  with third  parties that relate to any
               Company Plan or Company Other Benefit Obligation;

                    (viii) all reports submitted within the four years preceding
               the date of this  Agreement by third  parties with respect to any
               Company Plan or Company Other Benefit Obligation; and

<PAGE>

                    (ix) all notifications to employees of their rights.


               (c)  Except  as set  forth  in Part  3.13(vi)  of the  Disclosure
          Letter:

                    (i)  The  Acquired  Company  have  performed  all  of  their
               respective  obligations  under all Company  Plans,  Company Other
               Benefit  Obligations,  and Company. The Acquired Company has made
               appropriate  entries in its financial  records and statements for
               all obligations and liabilities  under such Plans and Obligations
               that have accrued but are not due.

                    (ii) No statement,  either written or oral, has been made by
               the  Acquired  Company to any Person  with  regard to any Plan or
               Other Benefit Obligation that was not in accordance with the Plan
               or Other  Benefit  Obligation  and  that  could  have an  adverse
               economic consequence to the Acquired Company or to Buyer.

                    (iii) The  Acquired  Company,  with  respect to all  Company
               Plans  and  Company  Other  Benefits  Obligations  are,  and each
               Company Plan and Company  Other  Benefit  Obligation  is, in full
               compliance with applicable laws.

                    (iv) Each Company Plan can be terminated within thirty days,
               without  payment  of any  additional  contribution  or amount and
               without the vesting or acceleration  of any benefits  promised by
               such Plan.

                    (v)   Since   September   30,   2005,   there  has  been  no
               establishment  or amendment of any Company Plan or Company  Other
               Benefit Obligation.

                    (vi) No event has occurred or circumstance exists that could
               result in a material  increase in premium  costs of Company Plans
               and Company  Other  Benefit  Obligations  that are insured,  or a
               material  increase in benefit costs of such Plans and Obligations
               that are self-insured.


<PAGE>


                    (vii)  Other  than   claims  for   benefits   submitted   by
               participants  or  beneficiaries,   no  claim  against,  or  legal
               proceeding involving,  any Company Plan or, Company Other Benefit
               Obligation is pending or, to Seller's Knowledge, is Threatened.

                    (viii)  No  Company  Plan  is a  stock  bonus,  pension,  or
               profit-sharing plan.

                    (ix) The consummation of the Contemplated  Transactions will
               not  result  in the  payment,  vesting,  or  acceleration  of any
               benefit.


     3.14. Compliance with Legal Requirements; Governmental Authorizations.

               (a) Except as set forth in Part 3.14 of the Disclosure Letter:

                    (i) the  Acquired  Company  is,  and at all times  since its
               formation   has  been,  in  full   compliance   with  each  Legal
               Requirement  that is or was applicable to it or to the conduct or
               operation of its  business or the  ownership or use of any of its
               assets;

                    (ii) no event has occurred or circumstance exists that (with
               or without  notice or lapse of time) (A) may constitute or result
               in a violation  by the  Acquired  Company of, or a failure on the
               part  of  the  Acquired   Company  to  comply  with,   any  Legal
               Requirement,  or (B) may give rise to any  obligation on the part
               of the  Acquired  Company  to  undertake,  or to bear  all or any
               portion of the cost of, any remedial action of any nature; and

<PAGE>

                    (iii) the  Acquired  Company has not  received,  at any time
               since its  formation any notice or other  communication  (whether
               oral or written) from any  Governmental  Body or any other Person
               regarding  (A)  any  actual,  alleged,   possible,  or  potential
               violation of, or failure to comply with,  any Legal  Requirement,
               or (B) any actual, alleged,  possible, or potential obligation on
               the part of the Acquired Company to undertake,  or to bear all or
               any portion of the cost of, any remedial action of any nature.


               (b) Part 3.14 of the  Disclosure  Letter  contains a complete and
          accurate list of each Governmental  Authorization  that is held by the
          Acquired  Company or that otherwise  relates to the business of, or to
          any of the  assets  owned  or used  by,  the  Acquired  Company.  Each
          Governmental  Authorization  listed or  required  to be listed in Part
          3.14 of the  Disclosure  Letter is valid and in full force and effect,
          and copies of each are attached to the  Disclosure  Letter.  Except as
          set forth in Part 3.14 of the Disclosure Letter:

                    (i) the  Acquired  Company  is,  and at all times  since its
               formation has been, in full  compliance with all of the terms and
               requirements  of each  Governmental  Authorization  identified or
               required to be identified in Part 3.14 of the Disclosure Letter;

                    (ii) no event has occurred or  circumstance  exists that may
               (with or  without  notice  or lapse of time)  (A)  constitute  or
               result  directly or  indirectly in a violation of or a failure to
               comply  with  any  term  or  requirement   of  any   Governmental
               Authorization listed or required to be listed in Part 3.14 of the
               Disclosure  Letter,  or (B) result  directly or indirectly in the
               revocation, withdrawal, suspension,  cancellation, or termination
               of, or any modification to, any Governmental Authorization listed
               or required to be listed in Part 3.14 of the Disclosure Letter;

                    (iii) the  Acquired  Company has not  received,  at any time
               since its  formation any notice or other  communication  (whether
               oral or written) from any  Governmental  Body or any other Person
               regarding  (A)  any  actual,  alleged,   possible,  or  potential
               violation of or failure to comply with any term or requirement of
               any  Governmental  Authorization,  or (B) any  actual,  proposed,
               possible,  or  potential  revocation,   withdrawal,   suspension,
               cancellation, termination of, or modification to any Governmental
               Authorization; and


<PAGE>


                    (iv) all  applications  required  to have been filed for the
               renewal of the Governmental  Authorizations listed or required to
               be listed in Part 3.14 of the  Disclosure  Letter  have been duly
               filed on a timely basis with the appropriate Governmental Bodies,
               and all other filings  required to have been made with respect to
               such Governmental  Authorizations have been duly made on a timely
               basis with the appropriate Governmental Bodies.

The  Governmental  Authorizations  listed in Part 3.14 of the Disclosure  Letter
collectively  constitute  all of the  Governmental  Authorizations  necessary to
permit the  Acquired  Company to  lawfully  explore  for,  mine,  process,  sell
domestically  and  export  gold,   silver,  and  other  metals  in  commercially
reasonable  quantities  as  well  as  to  lawfully  conduct  and  operate  their
businesses in the manner they currently  conduct and operate such businesses and
to permit  the  Acquired  Company  to own and use their  assets in the manner in
which they currently own and use such assets.


<PAGE>

     3.15. Legal Proceedings; Orders.

               (a)  Except as set forth in Part 3.15 of the  Disclosure  Letter,
          there is no pending Proceeding:

                    (i) that has  been  commenced  by or  against  the  Acquired
               Company or that  otherwise  relates to or may affect the business
               of, or any of the assets owned or used by, the Acquired  Company;
               or

                    (ii)  that  challenges,  or that  may  have  the  effect  of
               preventing,  delaying,  making illegal, or otherwise  interfering
               with, any of the Contemplated Transactions.


     To the Knowledge of Seller and the Acquired Company, (1) no such Proceeding
     has been Threatened,  and (2) no event has occurred or circumstance  exists
     that may give rise to or serve as a basis for the  commencement of any such
     Proceeding.  Seller  has  delivered  to  Buyer  copies  of  all  pleadings,
     correspondence,  and other documents  relating to each Proceeding listed in
     Part 3.15 of the Disclosure  Letter. The Proceedings listed in Part 3.15 of
     the  Disclosure  Letter  will not have a  material  adverse  effect  on the
     business,  operations,  assets,  condition,  or  prospects  of the Acquired
     Company.


               (b) Except as set forth in Part 3.15 of the Disclosure Letter:

                    (i) there is no Order to which the Acquired Company,  or any
               of the assets owned or used by the Acquired Company, is subject;

                    (ii) Seller is not subject to any Order that  relates to the
               business  of, or any of the assets owned or used by, the Acquired
               Company; and

                    (iii)  no  officer,  director,  agent,  or  employee  of the
               Acquired  Company is subject  to any Order  that  prohibits  such
               officer,  director,  agent,  or  employee  from  engaging  in  or
               continuing  any conduct,  activity,  or practice  relating to the
               business of the Acquired Company.

<page>

               (c) Except as set forth in Part 3.15 of the Disclosure Letter:

                    (i) the  Acquired  Company  is,  and at all times  since its
               formation has been, in full  compliance with all of the terms and
               requirements  of each  Order to which  it,  or any of the  assets
               owned or used by it, is or has been subject;

                    (ii) no event has occurred or  circumstance  exists that may
               constitute or result in (with or without notice or lapse of time)
               a violation of or failure to comply with any term or  requirement
               of any Order to which the Acquired Company,  or any of the assets
               owned or used by the Acquired Company, is subject; and

                    (iii) the  Acquired  Company has not  received,  at any time
               since its  formation any notice or other  communication  (whether
               oral or written) from any  Governmental  Body or any other Person
               regarding any actual,  alleged,  possible, or potential violation
               of, or failure to comply  with,  any term or  requirement  of any
               Order to which the Acquired  Company,  or any of the assets owned
               or used by the Acquired Company, is or has been subject.

<page>

    3.16. Absence of Certain  Changes and  Events.  Except as set forth in Part
          3.16 of the  Disclosure  Letter,  since the date of the Balance Sheet,
          the Acquired  Company has  conducted  businesses  only in the Ordinary
          Course of Business and there has not been any:

               (a) change in the Acquired Company's authorized or issued capital
          stock;  grant of any  stock  option  or right to  purchase  shares  of
          capital  stock  of the  Acquired  Company;  issuance  of any  security
          convertible into such capital stock; grant of the registration rights;
          purchase, redemption, retirement, or other acquisition by the Acquired
          Company of any shares of any such capital  stock;  or  declaration  or
          payment of any dividend or other distribution or payment in respect of
          shares of capital stock;

               (b)  amendment  to the  Organizational  Documents of the Acquired
          Company;

               (c) payment or increase by the  Acquired  Company of any bonuses,
          salaries, or other compensation to any participant, director, officer,
          or (except in the Ordinary Course of Business)  employee or entry into
          any  employment,  severance,  or similar  Contract  with any director,
          officer, or employee;

               (d)  adoption  of, or  increase  in the  payments  to or benefits
          under,  any profit sharing,  bonus,  deferred  compensation,  savings,
          insurance,  pension, retirement, or other employee benefit plan for or
          with any employees of the Acquired Company;

               (e) damage to or  destruction or loss of any asset or property of
          the Acquired Company, whether or not covered by insurance,  materially
          and adversely affecting the properties,  assets,  business,  financial
          condition, or prospects of the Acquired Company, taken as a whole;

               (f)  entry  into,   termination  of,  or  receipt  of  notice  of
          termination  of  (i)  any  license,  distributorship,   dealer,  sales
          representative,  joint venture,  credit, or similar agreement, or (ii)
          any Contract or transaction  involving a total remaining commitment by
          or to the  Acquired  Company  of at  least  One  Thousand  US  Dollars
          ($1,000.00);

<page>

               (g) sale (other than sales of inventory in the Ordinary Course of
          Business), lease, or other disposition of any asset or property of the
          Acquired  Company or mortgage,  pledge,  or  imposition of any lien or
          other  encumbrance  on any material  asset or property of the Acquired
          Company, including the sale, lease, or other disposition of any of the
          Intellectual Property Assets;

               (h)  cancellation  or waiver of any claims or rights with a value
          to  the  Acquired  Company  in  excess  of  One  Thousand  US  Dollars
          ($1,000.00);

               (i)  material  change  in  the  accounting  methods  used  by the
          Acquired Company; or

               (j) agreement,  whether oral or written,  by the Acquired Company
          to do any of the foregoing.


     3.17. Contracts; No Defaults.


               (a) Part 3.17(a) of the Disclosure Letter contains a complete and
          accurate  list,  and Seller has  delivered  to Buyer true and complete
          copies, of:

                    (i) each  Applicable  Contract that involves  performance of
               services  or  delivery  of goods  or  materials  by the  Acquired
               Company  of an  amount  or value in  excess  of One  Thousand  US
               Dollars ($1,000.00);

<PAGE>

                    (ii) each Applicable  Contract that involves  performance of
               services  or  delivery  of goods  or  materials  to the  Acquired
               Company  of an  amount  or value in  excess  of One  Thousand  US
               Dollars ($1,000.00);

                    (iii) each Applicable  Contract that was not entered into in
               the Ordinary Course of Business and that involves expenditures or
               receipts  of  one or  more  Acquired  Company  in  excess  of One
               Thousand US Dollars ($1,000.00);

                    (iv) each lease,  rental or  occupancy  agreement,  license,
               installment and conditional sale agreement,  and other Applicable
               Contract  affecting the  ownership of,  leasing of, title to, use
               of, or any  leasehold or other  interest in, any real or personal
               property  (except  personal  property  leases and installment and
               conditional sales agreements having a value per item or aggregate
               payments  of less than One  thousand US Dollars  ($1,000.00)  and
               with terms of less than one year);

                    (v) each licensing  agreement or other  Applicable  Contract
               with  respect  to  patents,  trademarks,   copyrights,  or  other
               intellectual  property,  including  agreements  with  current  or
               former  employees,  consultants,  or  contractors  regarding  the
               appropriation  or the  non-disclosure  of any of the Intellectual
               Property Assets;

                    (vi)  each   collective   bargaining   agreement  and  other
               Applicable  Contract to or with any labor union or other employee
               representative of a group of employees;

<PAGE>

                    (vii) each joint venture,  partnership, and other Applicable
               Contract (however named) involving a sharing of profits,  losses,
               costs,  or  liabilities  by the  Acquired  Company with any other
               Person;

                    (viii) each Applicable Contract containing covenants that in
               any way purport to restrict the business activity of the Acquired
               Company or the  Affiliate  of the  Acquired  Company or limit the
               freedom of the Acquired  Company or any Affiliate of the Acquired
               Company to engage in any line of business or to compete  with any
               Person;

                    (ix) each Applicable  Contract  providing for payments to or
               by any Person based on sales,  purchases,  or profits, other than
               direct payments for goods;

                    (x) each power of attorney  that is currently  effective and
               outstanding;

                    (xi) each Applicable Contract entered into other than in the
               Ordinary  Course of Business  that  contains  or provides  for an
               express undertaking by the Acquired Company to be responsible for
               consequential damages;

                    (xii) each Applicable  Contract for capital  expenditures in
               excess of Five Thousand US Dollars ($5,000.00);

<PAGE>

                    (xiii) each written warranty, guaranty, and or other similar
               undertaking with respect to contractual  performance  extended by
               the  Acquired  Company  other  than  in the  Ordinary  Course  of
               Business; and

                    (xiv) each amendment,  supplement, and modification (whether
               oral or written) in respect of any of the foregoing.

     Part  3.17(a)  of the  Disclosure  Letter  sets forth  reasonably  complete
     details concerning such Contracts,  including the parties to the Contracts,
     the amount of the remaining  commitment  of the Acquired  Company under the
     Contracts,  and the Acquired Company's office where details relating to the
     Contracts are located.


               (b) Except as set forth in Part 3.17(b) of the Disclosure Letter:

                    (i) Seller (and any Related Person of Seller) has not or may
               not  acquire  any  rights  under,  and  Seller has not or may not
               become subject to any obligation or liability under, any Contract
               that  relates to the  business  of, or any of the assets owned or
               used by, the Acquired Company; and

                    (ii) no officer,  director,  participant,  agent,  employee,
               consultant, or contractor of the Acquired Company is bound by any
               Contract  that  purports  to limit the  ability of such  officer,
               director, participant, agent, employee, consultant, or contractor
               to (A) engage in or continue any conduct,  activity,  or practice
               relating to the business of the Acquired  Company,  or (B) assign
               to the Acquired  Company or to any other Person any rights to any
               invention, improvement, or discovery.

<PAGE>

               (c) Except as set forth in Part 3.17(c) of the Disclosure Letter,
          each Contract  identified or required to be identified in Part 3.17(a)
          of the Disclosure  Letter is in full force and effect and is valid and
          enforceable in accordance with its terms.


               (d) Except as set forth in Part 3.17(d) of the Disclosure Letter:

                    (i) the  Acquired  Company  is,  and at all times  since its
               formation has been, in full compliance with all applicable  terms
               and  requirements  of each  Contract  under  which such  Acquired
               Company has or had any  obligation  or liability or by which such
               Acquired  Company  or any of the  assets  owned  or  used by such
               Acquired Company is or was bound;

                    (ii) each other  Person  that has or had any  obligation  or
               liability under any Contract under which the Acquired Company has
               or had any rights is, and at all times  since its  formation  has
               been,  in  full   compliance   with  all  applicable   terms  and
               requirements of such Contract;

                    (iii) no event has  occurred  or  circumstance  exists  that
               (with  or  without  notice  or lapse  of  time)  may  contravene,
               conflict with, or result in a violation or breach of, or give the
               Acquired  Company or other  Person the right to declare a default
               or exercise any remedy under,  or to  accelerate  the maturity or
               performance  of,  or  to  cancel,   terminate,   or  modify,  any
               Applicable Contract; and

<PAGE>

                    (iv) the Acquired  Company has not given to or received from
               any other  Person,  at any time since its formation any notice or
               other  communication  (whether  oral or  written)  regarding  any
               actual,  alleged,  possible, or potential violation or breach of,
               or default under, any Contract.


               (e) There are no  renegotiations  of,  attempts to renegotiate or
          outstanding rights to renegotiate any material amounts paid or payable
          to the Acquired Company under current or completed  Contracts with any
          Person  and  no  such  Person  has  made   written   demand  for  such
          renegotiation.


               (f) The Contracts relating to the sale, design,  manufacture,  or
          provision  of products or services by the  Acquired  Company have been
          entered into in the Ordinary  Course of Business and have been entered
          into  without the  commission  of any act alone or in concert with any
          other Person, or any consideration having been paid or promised,  that
          is or would be in violation of any Legal Requirement.


     3.18. Insurance.

               (a) Seller has delivered to Buyer:

                    (i) true and complete copies of all policies of insurance to
               which the Acquired Company is a party or under which the Acquired
               Company,  or any director of the Acquired Company, is or has been
               covered at any time within the three years  preceding the date of
               this Agreement;

                    (ii) true and  complete  copies of all pending  applications
               for policies of insurance; and

<PAGE>

                    (iii) any statement by the auditor of the Acquired Company's
               financial statements with regard to the adequacy of such entity's
               coverage or of the reserves for claims.


               (b) Part 3.18(b) of the Disclosure Letter describes:

                    (i)  any  self-insurance  arrangement  by or  affecting  the
               Acquired Company, including any reserves established thereunder;

                    (ii) any  contract  or  arrangement,  other than a policy of
               insurance,  for  the  transfer  or  sharing  of any  risk  by the
               Acquired Company; and

                    (iii)  all  obligations  of the  Acquired  Company  to third
               parties  with respect to insurance  (including  such  obligations
               under leases and service  agreements)  and  identifies the policy
               under which such coverage is provided.


               (c) Part 3.18(c) of the  Disclosure  Letter sets forth,  by year,
          for the  current  policy year and each of the three  preceding  policy
          years:

                    (i) a summary of the loss experience under each policy;

<PAGE>

                    (ii) a statement  describing  each claim under an  insurance
               policy  for an  amount  in  excess  of One  Thousand  US  Dollars
               ($1,000.00), which sets forth:


                         (A) the name of the claimant;

                         (B) a  description  of the policy by  insurer,  type of
                    insurance, and period of coverage; and

                         (C) the  amount and a brief  description  of the claim;
                    and


                    (iii) a statement  describing  the loss  experience  for all
               claims that were self-insured, including the number and aggregate
               cost of such claims.


               (d) Except as set forth on Part 3.18(d) of the Disclosure Letter:

                    (i) All policies to which the Acquired Company is a party or
               that provide  coverage to Seller,  the Acquired  Company,  or any
               director or officer of the Acquired Company:

                         (A) are valid, outstanding, and enforceable;

                         (B) are issued by an insurer that is financially  sound
                    and reputable;

                         (C) taken together, provide adequate insurance coverage
                    for the assets and the operations of the Acquired Company;


<PAGE>

                         (D)  are  sufficient  for  compliance  with  all  Legal
                    Requirements  and Contracts to which the Acquired Company is
                    a party or by which any of them is bound;

                         (E) will  continue  in full force and effect  following
                    the consummation of the Contemplated Transactions; and

                         (F)  do  not  provide  for  any  retrospective  premium
                    adjustment or other experienced-based  liability on the part
                    of the Acquired Company.


                    (ii)  Neither  the  Seller  nor  the  Acquired  Company  has
               received (A) any refusal of coverage or any notice that a defense
               will be afforded with reservation of rights, or (B) any notice of
               cancellation or any other indication that any insurance policy is
               no longer in full  force or effect or will not be renewed or that
               the  issuer of any policy is not  willing or able to perform  its
               obligations thereunder.


                    (iii) The Acquired  Company has paid all  premiums  due, and
               have  otherwise  performed all of their  respective  obligations,
               under  each  policy to which the  Acquired  Company is a party or
               that  provides  coverage  to the  Acquired  Company  or  director
               thereof.


                    (iv) The Acquired Company has given notice to the insurer of
               all claims that may be insured thereby.

<PAGE>

     3.19. Environmental  Matters.  Except  as set  forth  in  part  3.19 of the
           disclosure letter:


               (a) The Acquired  Company is, and at all times has been,  in full
          compliance with, and has not been and is not in violation of or liable
          under,  any  Environmental  Law.  Neither the Seller nor the  Acquired
          Company  has any  basis to  expect,  nor has any of them or any  other
          Person  for whose  conduct  they are or may be held to be  responsible
          received,   any  actual  or  Threatened   order,   notice,   or  other
          communication from (i) any Governmental Body or private citizen acting
          in the public interest, or (ii) the current or prior owner or operator
          of any Facilities,  of any actual or potential violation or failure to
          comply  with any  Environmental  Law,  or of any actual or  Threatened
          obligation to undertake or bear the cost of any Environmental, Health,
          and Safety  Liabilities  with respect to any of the  Facilities or any
          other properties or assets (whether real, personal, or mixed) in which
          Seller or the Acquired Company has had an interest, or with respect to
          any  property  or  Facility at or to which  Hazardous  Materials  were
          generated,  manufactured,  refined,  transferred,  imported,  used, or
          processed  by Seller,  the Acquired  Company,  or any other Person for
          whose  conduct  they  are or may be held  responsible,  or from  which
          Hazardous Materials have been transported,  treated,  stored, handled,
          transferred, disposed, recycled, or received.


               (b) There are no pending or, to the  Knowledge  of Seller and the
          Acquired   Company,   Threatened   claims,   Encumbrances,   or  other
          restrictions of any nature, resulting from any Environmental,  Health,
          and  Safety   Liabilities   or  arising   under  or  pursuant  to  any
          Environmental  Law, with respect to or affecting any of the Facilities
          or any other properties and assets (whether real, personal,  or mixed)
          in which Seller or the Acquired Company has or had an interest.

<PAGE>

               (c) Neither the Seller nor the Acquired  Company has any basis to
          expect, nor has any of them or any other Person for whose conduct they
          are or may be held  responsible,  received,  any citation,  directive,
          inquiry, notice, Order, summons,  warning, or other communication that
          relates to Hazardous Activity,  Hazardous  Materials,  or any alleged,
          actual,  or  potential   violation  or  failure  to  comply  with  any
          Environmental Law, or of the alleged,  actual, or potential obligation
          to undertake or bear the cost of any Environmental, Health, and Safety
          Liabilities  with  respect  to  any  of the  Facilities  or any  other
          properties  or  assets  (whether  real,  personal,  or mixed) in which
          Seller or the Acquired Company had an interest, or with respect to any
          property  or  facility  to  which   Hazardous   Materials   generated,
          manufactured,  refined,  transferred,  imported, used, or processed by
          Seller,  the Acquired  Company,  or any other Person for whose conduct
          they are or may be held responsible,  have been transported,  treated,
          stored, handled, transferred, disposed, recycled, or received.


               (d) Neither the Seller nor the  Acquired  Company,  nor any other
          Person for whose conduct they are or may be held responsible,  has any
          Environmental,  Health,  and Safety  Liabilities  with  respect to the
          Facilities or with respect to any other properties and assets (whether
          real, personal,  or mixed) in which Seller or the Acquired Company (or
          any  predecessor),  has  or  had  an  interest,  or  at  any  property
          geologically  or  hydrologically  adjoining the Facilities or any such
          other property or assets.

<PAGE>

               (e)  There  are  no  Hazardous  Materials  present  on or in  the
          Environment at the Facilities or at any geologically or hydrologically
          adjoining  property,  including any Hazardous  Materials  contained in
          barrels, above or underground storage tanks, landfills, land deposits,
          dumps,  equipment  (whether  moveable  or fixed) or other  containers,
          either  temporary  or  permanent,  and  deposited  or located in land,
          water,  sumps,  or any other part of the  Facilities or such adjoining
          property,  or  incorporated  into any  structure  therein or  thereon.
          Seller, the Acquired Company,  any other Person for whose conduct they
          are or may be held responsible, or any other Person, has not permitted
          or  conducted,  or is not aware of, any Hazardous  Activity  conducted
          with  respect  to the  Facilities  or any other  properties  or assets
          (whether  real,  personal,  or mixed) in which  Seller or the Acquired
          Company has or had an interest.


               (f) There has been no Release or, to the  Knowledge of Seller and
          the Acquired Company, Threat of Release, of any Hazardous Materials at
          or from the Facilities or at any other  locations  where any Hazardous
          Materials  were   generated,   manufactured,   refined,   transferred,
          produced,  imported, used, or processed from or by the Facilities,  or
          from or by any other properties and assets (whether real, personal, or
          mixed) in which Seller or the Acquired Company has or had an interest,
          or any geologically or hydrologically  adjoining property,  whether by
          Seller, the Acquired Company, or any other Person.


               (g) Seller has  delivered to Buyer true and  complete  copies and
          results  of any  reports,  studies,  analyses,  tests,  or  monitoring
          possessed or initiated by Seller or the Acquired Company pertaining to
          Hazardous  Materials  or  Hazardous  Activities  in,  on, or under the
          Facilities,  or concerning compliance by Seller, the Acquired Company,
          or any  other  Person  for  whose  conduct  they  are  or may be  held
          responsible, with Environmental Laws.

<PAGE>

     3.20. Employees.

               (a) Part 3.20 of the  Disclosure  Letter  contains a complete and
          accurate  list of the  following  information  for  each  employee  or
          director of the Acquired Company,  including each employee on leave of
          absence  or  layoff  status:   employer;   name;  job  title;  current
          compensation  paid or  payable  and any change in  compensation  since
          December 11, 2000; vacation accrued; and service credited for purposes
          of  vesting  and   eligibility  to  participate   under  any  pension,
          retirement,  profit-sharing,  thrift-savings,  deferred  compensation,
          stock  bonus,  stock  option,  cash bonus,  employee  stock  ownership
          (including  investment credit or payroll stock  ownership),  severance
          pay,  insurance,  medical,  welfare,  or vacation plan, other Employee
          Pension  Benefit Plan or Employee  Welfare  Benefit Plan, or any other
          employee benefit plan or any Director Plan.


               (b) No employee, participant, or director of the Acquired Company
          is a party to, or is otherwise bound by, any agreement or arrangement,
          including any confidentiality,  noncompetition,  or proprietary rights
          agreement,  between  such  employee or director  and any other  Person
          ("Proprietary  Rights Agreement") that in any way adversely affects or
          will  affect  (i) the  performance  of his  duties as an  employee  or
          director of the Acquired Company,  or (ii) the ability of the Acquired
          Company to conduct its  business,  including  any  Proprietary  Rights
          Agreement with Seller or the Acquired  Company by any such employee or
          director.

<PAGE>

               (c) Part 3.20 of the  Disclosure  Letter also contains a complete
          and  accurate  list of the  following  information  for  each  retired
          employee or director of the  Acquired  Company,  or their  dependents,
          receiving  benefits or  scheduled  to receive  benefits in the future:
          name,  pension  benefit,  pension  option  election,  retiree  medical
          insurance  coverage,   retiree  life  insurance  coverage,  and  other
          benefits.


    3.21. Labor Relations; Compliance. Since its formation the Acquired Company
          has not  been  nor is a party to any  collective  bargaining  or other
          labor Contract.  Since its formation there has not been,  there is not
          presently  pending or existing,  and there is not Threatened,  (a) any
          strike,  slowdown,  picketing,  work stoppage,  or employee  grievance
          process,  or (b) any  Proceeding  against or  affecting  the  Acquired
          Company  relating to the alleged  violation  of any Legal  Requirement
          pertaining  to labor  relations or  employment  matters.  No event has
          occurred or  circumstance  exists that could provide the basis for any
          work  stoppage  or other  labor  dispute.  There is no  lockout of any
          employees by the Acquired Company,  and no such action is contemplated
          by the  Acquired  Company.  The  Acquired  Company has complied in all
          respects with all Legal  Requirements  relating to  employment,  equal
          employment opportunity, nondiscrimination,  immigration, wages, hours,
          benefits,  collective  bargaining,  the payment of social security and
          similar taxes,  occupational safety and health, and plant closing. The
          Acquired  Company is not liable for the  payment of any  compensation,
          damages,   taxes,  fines,   penalties,   or  other  amounts,   however
          designated,  for  failure to comply  with any of the  foregoing  Legal
          Requirements.

<PAGE>

     3.22. Intellectual Property.


               (a) Intellectual Property Assets. The term "Intellectual Property
          Assets" includes:

                    (i) the name, Sipan 1 all fictional business names,  trading
               names, registered and unregistered trademarks, service marks, and
               applications (collectively, "Marks");

                    (ii) all patents,  patent  applications,  and inventions and
               discoveries that may be patentable (collectively, "Patents");

                    (iii) all copyrights in both published works and unpublished
               works (collectively, "Copyrights"); and

                    (iv) all know-how, trade secrets,  confidential information,
               customer lists, software,  technical  information,  data, process
               technology,  plans,  drawings,  and  blue  prints  (collectively,
               "Trade  Secrets");  owned,  used,  or  licensed  by the  Acquired
               Company as licensee or licensor.


               (b) Agreements.  Part 3.22(b) of the Disclosure Letter contains a
          complete  and accurate  list and summary  description,  including  any
          royalties paid or received by the Acquired  Company,  of all Contracts
          relating to the  Intellectual  Property  Assets to which the  Acquired
          Company is a party or by which the Acquired  Company is bound,  except
          for any  license  implied  by the  sale of a  product  and  perpetual,
          paid-up licenses for commonly available software programs with a value
          of less than One  Thousand  US  Dollars  ($1,000.00)  under  which the
          Acquired  Company is the licensee.  There are no  outstanding  and, to
          Seller's  Knowledge,  no  Threatened  disputes or  disagreements  with
          respect to any such agreement.

<PAGE>

               (c) Know-How Necessary for the Business.

                    (i) The Intellectual Property Assets are all those necessary
               for the  operation of the Acquired  Company's  businesses as they
               are currently conducted. The Acquired Company is the owner of all
               right,  title,  and  interest in and to each of the  Intellectual
               Property Assets, free and clear of all liens, security interests,
               charges,  encumbrances,  equities,  and other adverse claims, and
               has the right to use without  payment to a third party all of the
               Intellectual Property Assets.


                    (ii) Except as set forth in Part  3.22(c) of the  Disclosure
               Letter,  all former and current employees of the Acquired Company
               have executed  written  Contracts with the Acquired  Company that
               assign to the  Acquired  Company  all  rights to any  inventions,
               improvements,   discoveries,   or  information  relating  to  the
               business of the  Acquired  Company.  No employee of the  Acquired
               Company has entered into any Contract that restricts or limits in
               any way the  scope or type of work in which the  employee  may be
               engaged or requires the employee to transfer, assign, or disclose
               information concerning his work to anyone other than the Acquired
               Company.

<PAGE>

               (d) Patents.

               (i) Part 3.22(d) of the Disclosure Letter contains a complete and
          accurate list and summary  description of all Patents.  One or more of
          the Acquired Company is the owner of all right, title, and interest in
          and to each of the  Patents,  free and  clear of all  liens,  security
          interests, charges, encumbrances, entities, and other adverse claims.

               (ii) All of the issued  Patents are currently in compliance  with
          formal legal requirements  (including payment of filing,  examination,
          and  maintenance  fees and proofs of  working  or use),  are valid and
          enforceable,  and are not subject to any maintenance  fees or taxes or
          actions falling due within ninety days after the Closing Date.

               (iii) No Patent has been or is now involved in any  interference,
          reissue,   reexamination,   or  opposition  proceeding.   To  Seller's
          Knowledge,  there  is no  potentially  interfering  patent  or  patent
          application of any third party.

               (iv) No Patent is infringed or, to Seller's  Knowledge,  has been
          challenged or threatened in any way. None of the products manufactured
          and sold,  nor any process or know-how  used, by the Acquired  Company
          infringes  or is alleged to infringe  any patent or other  proprietary
          right of any other Person.

<PAGE>

          (e) Trademarks.

               (i) Part  3.22(e) of  Disclosure  Letter  contains a complete and
          accurate  list and  summary  description  of all Marks.  The  Acquired
          Company is the owner of all right,  title, and interest in and to each
          of the  Marks,  free  and  clear  of all  liens,  security  interests,
          charges, encumbrances, equities, and other adverse claims.


               (ii)  No Mark  has  been or is now  involved  in any  opposition,
          invalidation,  or  cancellation  and, to Seller's  Knowledge,  no such
          action is Threatened with the respect to any of the Marks.

               (iii) To Seller's Knowledge,  there is no potentially interfering
          trademark or trademark application of any third party.

               (iv) No Mark is  infringed  or, to Seller's  Knowledge,  has been
          challenged  or  threatened  in any way.  None of the Marks used by the
          Acquired  Company  infringes or is alleged to infringe any trade name,
          trademark, or service mark of any third party.


<PAGE>

          (f) Copyrights.

               (i) Part 3.22(f) of the Disclosure Letter contains a complete and
          accurate list and summary description of all Copyrights.  The Acquired
          Company is the owner of all right,  title, and interest in and to each
          of the Copyrights,  free and clear of all liens,  security  interests,
          charges, encumbrances, equities, and other adverse claims.

               (ii) All the Copyrights have been registered and are currently in
          compliance with formal legal requirements,  are valid and enforceable,
          and are not  subject  to any  maintenance  fees or  taxes  or  actions
          falling due within ninety days after the date of Closing.

               (iii) No Copyright is infringed  or, to Seller's  Knowledge,  has
          been  challenged or threatened in any way. None of the subject  matter
          of any of the  Copyrights  infringes  or is  alleged to  infringe  any
          copyright of any third party or is a derivative work based on the work
          of a third party.

               (iv) All works  encompassed  by the  Copyrights  have been marked
          with the proper copyright notice.



<PAGE>

          (g) Trade Secrets.

               (i) With respect to each Trade Secret, the documentation relating
          to such Trade Secret is current,  accurate,  and  sufficient in detail
          and  content  to  identify  and  explain  it and to allow its full and
          proper  use  without  reliance  on  the  knowledge  or  memory  of any
          individual.

               (ii) Seller and the Acquired  Company  have taken all  reasonable
          precautions  to protect  the  secrecy,  confidentiality,  and value of
          their Trade Secrets.

               (iii) The  Acquired  Company has good title and an absolute  (but
          not necessarily  exclusive) right to use the Trade Secrets.  The Trade
          Secrets are not part of the public  knowledge or  literature,  and, to
          Seller's  Knowledge,  have not been used,  divulged,  or  appropriated
          either for the benefit of any Person (other than the Acquired Company)
          or to the  detriment  of the  Acquired  Company.  No Trade  Secret  is
          subject to any adverse  claim or has been  challenged or threatened in
          any way.


    3.23. Certain  Payments.  Since its formation the Acquired  Company has not
          nor has any director, officer, participant, Seller, agent, or employee
          of the Acquired Company, or any other Person associated with or acting
          for or on behalf of the Acquired  Company,  directly or indirectly (a)
          made any contribution, gift, bribe, rebate, payoff, influence payment,
          kickback,  or  other  payment  to  any  Person,   private  or  public,
          regardless  of form,  whether in money,  property,  or services (i) to
          obtain  favorable  treatment  in  securing  business,  (ii) to pay for
          favorable  treatment  for business  secured,  (iii) to obtain  special
          concessions or for special  concessions  already  obtained,  for or in
          respect  of the  Acquired  Company  or any  Affiliate  of an  Acquired
          Company,   or  (iv)  in  violation  of  any  Legal  Requirement,   (b)
          established or maintained any fund or asset that has not been recorded
          in the books and records of the Acquired Company.

<PAGE>

    3.24. Disclosure.

          (a) No  representation  or warranty of Seller in this Agreement and no
     statement in the Disclosure Letter omits to state a material fact necessary
     to make the statements herein or therein,  in light of the circumstances in
     which they were made, not misleading.

          (b) No notice  given  pursuant to Section 5.5 will  contain any untrue
     statement or omit to state a material fact necessary to make the statements
     therein or in this Agreement,  in light of the  circumstances in which they
     were made, not misleading.

          (c) There is no fact known to Seller that has specific  application to
     Seller or the Acquired  Company  (other than  general  economic or industry
     conditions) and that  materially  adversely  affects the assets,  business,
     prospects,  financial  condition,  or results of operations of the Acquired
     Company  (on a  consolidated  basis)  that has not  been set  forth in this
     Agreement or the Disclosure Letter.


    3.25. Relationships  with  Related  Persons.  Neither  the  Seller  nor any
          Related  Person of Seller or of the Acquired  Company has, or has had,
          any interest in any property  (whether  real,  personal,  or mixed and
          whether tangible or intangible), used in or pertaining to the Acquired
          Company's  businesses.  Neither the Seller nor any  Related  Person of
          Seller or of the Acquired Company is, or since has owned (of record or
          as a beneficial  owner) an equity  interest or any other  financial or
          profit  interest in, a Person that has (i) had business  dealings or a
          material  financial  interest  in any  transaction  with the  Acquired
          Company,  or (ii) engaged in competition  with the Acquired Company (a
          "Competing  Business") in any market  presently served by the Acquired
          Company.  Except as set forth in Part 3.25 of the  Disclosure  Letter,
          neither the Seller nor any Related Person of Seller or of the Acquired
          Company  is a party to any  Contract  with,  or has any claim or right
          against, the Acquired Company.


<PAGE>

    3.26. Brokers or Finders. Seller and its agents have incurred no obligation
          or liability,  contingent or otherwise, for brokerage or finders' fees
          or agents'  commissions  or other similar  payment in connection  with
          this Agreement.


     4.   REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants
          to Seller as follows:

     4.1. Organization and Good Standing.  Buyer is a limited  liability company
          with Global Gold Mining, LLC's participation,  duly organized, validly
          existing,  and in  good  standing  under  the  laws  of the  State  of
          Delaware, USA.



     4.2. Authority; No Conflict.

          (a)  This  Agreement   constitutes  the  legal,   valid,  and  binding
     obligation  of Buyer,  enforceable  against  Buyer in  accordance  with its
     terms. Buyer has the absolute and unrestricted  right, power, and authority
     to execute and deliver this  Agreement and the Buyer's  Closing  Documents,
     and to perform its obligations under this Agreement and the Buyer's Closing
     Documents.




<PAGE>

          (b) Except as set forth in Schedule  4.2,  neither the  execution  and
     delivery of this Agreement by Buyer nor the  consummation or performance of
     any of the  Contemplated  Transactions  by Buyer  will give any  Person the
     right  to  prevent,   delay,  or  otherwise   interfere  with  any  of  the
     Contemplated Transactions pursuant to:

               (i) any provision of Buyer's Organizational Documents;

               (ii) any  resolution  adopted  by the board or the  member(s)  of
          Buyer;

               (iii)  any  Legal  Requirement  or Order to  which  Buyer  may be
          subject; or

               (iv) any Contract to which Buyer is a party or by which Buyer may
          be bound.


     Except as set forth in Schedule 4.2,  Buyer is not and will not be required
     to obtain any Consent from any Person in connection  with the execution and
     delivery of this Agreement or the consummation or performance of any of the
     Contemplated Transactions.


     4.3. Investment Intent. Buyer is acquiring the Shares for its own account.


     4.4. Certain  Proceedings.  There is no  pending  Proceeding  that has been
          commenced against Buyer and that challenges, or may have the effect of
          preventing,  delaying,  making illegal, or otherwise interfering with,
          any of the Contemplated  Transactions.  To Buyer's Knowledge,  no such
          Proceeding has been Threatened.


     4.5. Brokers or Finders. Buyer and its officers and agents have incurred no
          obligation  or liability,  contingent  or otherwise,  for brokerage or
          finders'  fees or  agents'  commissions  or other  similar  payment in
          connection  with this  Agreement  and will  indemnify  and hold Seller
          harmless  from any such payment  alleged to be due by or through Buyer
          as a result of the action of Buyer or its officers or agents.


     5.   COVENANTS OF SELLER PRIOR TO CLOSING DATE.


     5.1. Access and  investigation.  Between the date of this Agreement and the
          Closing Date, Seller will, and will cause the Acquired Company and its
          Representatives  to,  (a)  afford  Buyer and its  Representatives  and
          prospective lenders and their Representatives (collectively,  "Buyer's
          Advisors") full and free access to each Acquired Company's  personnel,
          properties  (including  subsurface  testing),   contracts,  books  and
          records,  and other  documents and data, (b) furnish Buyer and Buyer's
          Advisors  with copies of all such  contracts,  books and records,  and
          other existing documents and data as Buyer may reasonably request, and
          (c) furnish Buyer and Buyer's Advisors with such additional financial,
          operating,  and other  data and  information  as Buyer may  reasonably
          request.


<PAGE>


     5.2. Operation of the Businesses of the Acquired Company.  Between the date
          of this  Agreement and the Closing Date,  Seller will,  and will cause
          the Acquired Company to:

               (a) conduct the  business of such  Acquired  Company  only in the
          Ordinary Course of Business;

               (b) use its Best Efforts to preserve intact the current  business
          organization of such Acquired Company,  keep available the services of
          the current officers,  employees, and agents of such Acquired Company,
          and maintain the  relations and good will with  suppliers,  customers,
          landlords,  creditors,  employees,  agents, and others having business
          relationships with such Acquired Company;

               (c)  confer  with  Buyer  concerning  operational  matters  of  a
          material nature; and

               (d) otherwise report  periodically to Buyer concerning the status
          of the business, operations, and finances of such Acquired Company.


     5.3. Negative  Covenant.  Except as otherwise  expressly  permitted by this
          Agreement,  between the date of this  Agreement  and the Closing Date,
          Seller will not, and will cause the Acquired  Company not to,  without
          the prior consent of Buyer,  take any affirmative  action,  or fail to
          take any reasonable action within their or its control, as a result of
          which any of the changes or events listed in Section 3.16 is likely to
          occur.

<PAGE>



     5.4. Required Approvals.  As promptly as practicable after the date of this
          Agreement,  Seller will, and will cause the Acquired  Company to, make
          all filings required by Legal Requirements to be made by them in order
          to consummate the Contemplated Transactions.  Between the date of this
          Agreement  and the  Closing  Date,  Seller  will,  and will cause each
          Acquired  Company  to, (a)  cooperate  with Buyer with  respect to all
          filings required by Legal  Requirements to make in connection with the
          Contemplated  Transactions,  and (b) cooperate with Buyer in obtaining
          all consents.


     5.5. Notification. Between the date of this Agreement and the Closing Date,
          Seller will promptly notify Buyer in writing if Seller or the Acquired
          Company  becomes  aware  of any  fact  or  condition  that  causes  or
          constitutes a Breach of any of Seller's representations and warranties
          as of the date of this Agreement, or if Seller or the Acquired Company
          becomes aware of the  occurrence  after the date of this  Agreement of
          any fact or condition that would (except as expressly  contemplated by
          this   Agreement)   cause  or   constitute   a  Breach   of  any  such
          representation  or warranty had such  representation  or warranty been
          made as of the  time  of  occurrence  or  discovery  of  such  fact or
          condition. Should any such fact or condition require any change in the
          Disclosure  Letter if the Disclosure Letter were dated the date of the
          occurrence  or  discovery of any such fact or  condition,  Seller will
          promptly  deliver  to  Buyer a  supplement  to the  Disclosure  Letter
          specifying such change.  During the same period,  Seller will promptly
          notify Buyer of the occurrence of any Breach of any covenant of Seller
          in this Section 5 or of the  occurrence of any event that may make the
          satisfaction of the conditions in Section 7 impossible or unlikely.


     5.6. Payment  of  Indebtedness  by  Related  Persons.  Except as  expressly
          provided in this Agreement, Seller will cause all indebtedness owed to
          the Acquired  Company by Seller or any Related  Person of Seller to be
          paid in full prior to Closing.

     5.7. No  Negotiation.  Until  such  time,  if  any,  as this  Agreement  is
          terminated  pursuant to Section 9, Seller will not, and will cause the
          Acquired Company and each of their Representatives not to, directly or
          indirectly solicit,  initiate, or encourage any inquiries or proposals
          from,  discuss or negotiate with,  provide any non-public  information
          to, or consider the merits of any  unsolicited  inquiries or proposals
          from,  any Person  (other  than  Buyer)  relating  to any  transaction
          involving  the  sale of the  business  or  assets  (other  than in the
          Ordinary  Course of Business) of the Acquired  Company,  or any of the
          capital stock of the Acquired Company,  or any merger,  consolidation,
          business  combination,  or similar transaction  involving the Acquired
          Company.

<PAGE>

     5.8. Best Efforts. Between the date of this Agreement and the Closing Date,
          Seller will use its Best Efforts to cause the conditions in Sections 7
          and 8 to be satisfied.


     6.   COVENANTS OF BUYER PRIOR TO CLOSING DATE.

     6.1. Approvals of Governmental Bodies. As promptly as practicable after the
          date of this Agreement, Buyer will, and will cause each of its Related
          Persons to, make all filings required by Legal Requirements to be made
          by them to consummate the Contemplated Transactions.  Between the date
          of this  Agreement  and the Closing Date,  Buyer will,  and will cause
          each  Related  Person to,  cooperate  with Seller with  respect to all
          filings  that  Seller is  required  by Legal  Requirements  to make in
          connection with the Contemplated Transactions, and (ii) cooperate with
          Seller  in  obtaining  all  consents  identified  in  Part  3.2 of the
          Disclosure Letter; provided that this Agreement will not require Buyer
          to dispose of or make any change in any portion of its  business or to
          incur any other burden to obtain a Governmental Authorization.


     6.2. Best  Efforts.  Except as set forth in the  proviso  to  Section  6.1,
          between the date of this  Agreement and the Closing  Date,  Buyer will
          use its Best Efforts to cause the conditions in Sections 7 and 8 to be
          satisfied.


     7.   CONDITIONS   PRECEDENT  TO  BUYER'S   OBLIGATION  TO  CLOSE.   Buyer's
          obligation  to  purchase  the  Shares  and to take the  other  actions
          required  to be  taken  by  Buyer at the  Closing  is  subject  to the
          satisfaction,  at or prior to the  Closing,  of each of the  following
          conditions (any of which may be waived by Buyer, in whole or in part):


<PAGE>

     7.1. Accuracy of Representations.


               (a)  All of  Seller's  representations  and  warranties  in  this
          Agreement (considered collectively), and each of these representations
          and warranties (considered  individually),  must have been accurate in
          all material  respects as of the date of this  Agreement,  and must be
          accurate in all material respects as of the Closing Date as if made on
          the Closing  Date,  without  giving  effect to any  supplement  to the
          Disclosure Letter.

               (b) Each of Seller's  representations  and  warranties  must have
          been  accurate in all respects as of the date of this  Agreement,  and
          must be accurate in all  respects as of the Closing Date as if made on
          the Closing  Date,  without  giving  effect to any  supplement  to the
          Disclosure Letter.


     7.2. Seller's Performance.

               (a) All of the covenants and obligations  that Seller is required
          to perform or to comply with pursuant to this Agreement at or prior to
          the Closing (considered collectively), and each of these covenants and
          obligations (considered  individually),  must have been duly performed
          and complied with in all material respects.

               (b) Each  document  required to be delivered  pursuant to Section
          2.4 must have been  delivered,  and each of the  other  covenants  and
          obligations  must  have  been  performed  and  complied  with  in  all
          respects.


     7.3. Consents.  Each  of  the  Consents  identified  in  Part  3.2  of  the
          Disclosure  Letter and each Consent  identified  in Schedule 4.2, must
          have been obtained and must be in full force and effect.



<PAGE>

     7.4. Additional  Documents.  Each of the following documents must have been
          delivered to Buyer:

               (a) An opinion of legal counsel,  dated as of the closing date in
          the form of Exhibit 7.4(a)



               (b) such other documents as Buyer may reasonably  request for the
          purpose of (i) enabling its counsel to provide the opinion referred to
          in Section  8.4(a),  (ii)  evidencing  the accuracy of any of Seller's
          representations  and warranties,  (iii)  evidencing the performance by
          Seller  of,  or  the  compliance  by  Seller  with,  any  covenant  or
          obligation  required to be performed or complied with by Seller,  (iv)
          evidencing  the  satisfaction  of any  condition  referred  to in this
          Section  7,  or  (v)  otherwise   facilitating   the  consummation  or
          performance of any of the Contemplated Transactions.


     7.5. No Proceedings.  Since the date of this Agreement, there must not have
          been  commenced or  Threatened  against  Buyer,  or against any Person
          affiliated with Buyer,  any Proceeding (a) involving any challenge to,
          or seeking  damages or other  relief in  connection  with,  any of the
          Contemplated  Transactions,  or  (b)  that  may  have  the  effect  of
          preventing,  delaying,  making illegal, or otherwise  interfering with
          any of the Contemplated Transactions.


     7.6. No Claim Regarding  Share  Ownership or Sale Proceeds.  There must not
          have been made or  Threatened by any Person any claim  asserting  that
          such Person (a) is the holder or the  beneficial  owner of, or has the
          right to acquire or to obtain  beneficial  ownership of, any stock of,
          or any other voting,  equity,  or ownership  interest in, the Acquired
          Company,  or (b) is  entitled  to all or any  portion of the  Purchase
          Price payable for the Shares.


     7.7. No Prohibition. Neither the consummation nor the performance of any of
          the Contemplated  Transactions  will,  directly or indirectly (with or
          without notice or lapse of time),  materially contravene,  or conflict
          with,  or result in a  material  violation  of, or cause  Buyer or any
          Person   affiliated   with  Buyer  to  suffer  any  material   adverse
          consequence  under, (a) any applicable Legal  Requirement or Order, or
          (b)  any  Legal   Requirement  or  Order  that  has  been   published,
          introduced, or otherwise proposed by or before any Governmental Body.


     7.8. Technical   Results.   Analyses  of  representative  ore  samples  and
          concentrate  produced  there  from at the  plant  taken by  Buyer  and
          independently  tested for content and  processing  meet or surpass the
          amounts and recovery percentages reported in the GKZ analyses provided
          to Buyer.

<PAGE>

     7.9. Tax  Liabilities.  Seller shall assume sole and full liability for any
          and all Tax consequences,  stated or unstated, actual or potential, in
          connection  with  the  Acquired  Company  prior to and  including  the
          consummation of all of the Contemplated Transactions.



     8.   CONDITIONS  PRECEDENT  TO  SELLER'S  OBLIGATION  TO  CLOSE.   Seller's
          obligation to sell the Shares and to take the other  actions  required
          to be taken by Seller at the  Closing is subject to the  satisfaction,
          at or prior to the Closing,  of each of the following  conditions (any
          of which may be waived by Seller, in whole or in part):



     8.1. Accuracy  of  Representations.  All  of  Buyer's  representations  and
          warranties in this Agreement  (considered  collectively),  and each of
          these representations and warranties (considered  individually),  must
          have been  accurate  in all  material  respects as of the date of this
          Agreement  and must be  accurate  in all  material  respects as of the
          Closing Date as if made on the Closing Date.





     8.2. Buyer's Performance.

               (a) All of the covenants and  obligations  that Buyer is required
          to perform or to comply with pursuant to this Agreement at or prior to
          the Closing (considered collectively), and each of these covenants and
          obligations  (considered  individually),  must have been performed and
          complied with in all material respects.

               (b) Buyer must have delivered  each of the documents  required to
          be delivered  by Buyer  pursuant to Section 2.4 and must have made the
          payments  required to be made by Buyer pursuant to Sections  2.4(b)(i)
          and 2.4(b)(ii).


     8.3. Consents.  Each  of  the  Consents  identified  in  Part  3.2  of  the
          Disclosure  Letter must have been  obtained  and must be in full force
          and effect.

<PAGE>

     8.4. Additional  Documents.  Buyer must have caused the following documents
          to be delivered to Seller:

               (a) an opinion of legal  counsel,  dated the Closing Date, in the
          form of Exhibit 8.4(a); and

               (b) such other documents as Seller may reasonably request for the
          purpose of (i) enabling their counsel to provide the opinion  referred
          to  in  Section   7.4(a),   (ii)   evidencing   the  accuracy  of  any
          representation or warranty of Buyer,  (iii) evidencing the performance
          by  Buyer  of,  or the  compliance  by Buyer  with,  any  covenant  or
          obligation  required to be performed or complied  with by Buyer,  (iv)
          evidencing  the  satisfaction  of any  condition  referred  to in this
          Section 8, or (v) otherwise  facilitating  the  consummation of any of
          the Contemplated Transactions.

               8.5.  No  Injunction.  There  must  not be in  effect  any  Legal
          Requirement  or any  injunction  or other Order that (a) prohibits the
          sale of the  Shares by Seller to Buyer,  and (b) has been  adopted  or
          issued,  or has  otherwise  become  effective,  since the date of this
          Agreement.


     9.   TERMINATION.

     9.1. Termination Events. This Agreement may, by notice given prior to or at
          the Closing, be terminated:

               (a) by  either  Buyer  or  Seller  if a  material  Breach  of any
          provision of this  Agreement has been committed by the other party and
          such Breach has not been waived;

               (b) (i) by Buyer if any of the  conditions  in  Section 7 has not
          been  satisfied  as of the Closing Date or if  satisfaction  of such a
          condition is or becomes  impossible (other than through the failure of
          Buyer to comply with its  obligations  under this Agreement) and Buyer
          has not waived such  condition on or before the Closing  Date; or (ii)
          by  Seller,  if  any of the  conditions  in  Section  8 has  not  been
          satisfied of the Closing Date or if  satisfaction  of such a condition
          is or becomes  impossible (other than through the failure of Seller to
          comply with their obligations under this Agreement) and Seller has not
          waived such condition on or before the Closing Date;

               (c) by mutual consent of Buyer and Seller; or

               (d) by either  Buyer or Seller if the  Closing  has not  occurred
          (other than through the failure of any party seeking to terminate this
          Agreement to comply fully with its  obligations  under this Agreement)
          on or before  November 30, 2005, or such later date as the parties may
          agree upon.

<PAGE>


     9.2. Effect of Termination. Each party's right of termination under Section
          9.1 is in  addition  to  any  other  rights  it may  have  under  this
          Agreement or  otherwise,  and the  exercise of a right of  termination
          will not be an election of remedies.  If this  Agreement is terminated
          pursuant to Section 9.1, all further  obligations of the parties under
          this Agreement will terminate, except that the obligations in Sections
          11.1 and 11.3 will survive; provided,  however, that if this Agreement
          is terminated by a party because of the Breach of the Agreement by the
          other  party  or  because  one  or  more  of  the  conditions  to  the
          terminating  party's obligations under this Agreement is not satisfied
          as  a  result  of  the  other  party's  failure  to  comply  with  its
          obligations  under this Agreement,  the  terminating  party's right to
          pursue all legal remedies will survive such termination unimpaired.


     10.  INDEMNIFICATION; REMEDIES.

     10.1. Survival;  Right to  Indemnification  not Affected by Knowledge.  All
          representations,   warranties,  covenants,  and  obligations  in  this
          Agreement,  the Disclosure  Letter,  the supplements to the Disclosure
          Letter, the certificate  delivered pursuant to Section 2.4(a)(v),  and
          any other certificate or document delivered pursuant to this Agreement
          will survive the  Closing.  The right to  indemnification,  payment of
          Damages or other  remedy  based on such  representations,  warranties,
          covenants,  and obligations will not be affected by any  investigation
          conducted  with respect to, or any  Knowledge  acquired (or capable of
          being acquired) at any time, whether before or after the execution and
          delivery of this  Agreement or the Closing  Date,  with respect to the
          accuracy or inaccuracy of or compliance with, any such representation,
          warranty,  covenant, or obligation.  The waiver of any condition based
          on  the  accuracy  of  any  representation  or  warranty,  or  on  the
          performance of or compliance with any covenant or obligation, will not
          affect  the right to  indemnification,  payment of  Damages,  or other
          remedy  based  on such  representations,  warranties,  covenants,  and
          obligations.



<PAGE>

    10.2. Indemnification  and  Payment  of  Damages  by  Seller.  Seller  will
          indemnify and hold harmless  Buyer,  the Acquired  Company,  and their
          respective  Representatives,  shareholders,  controlling  persons, and
          affiliates (collectively, the "Indemnified Persons") for, and will pay
          to the Indemnified Persons the amount of, any loss, liability,  claim,
          damage  (including  incidental  and  consequential  damages),  expense
          (including   costs  of   investigation   and  defense  and  reasonable
          attorneys'  fees) or diminution  of value,  whether or not involving a
          third-party  claim  (collectively,  "Damages"),  arising,  directly or
          indirectly, from or in connection with:

          (a) any Breach of any  representation  or  warranty  made by Seller in
     this Agreement  (without  giving effect to any supplement to the Disclosure
     Letter),  the Disclosure  Letter, the supplements to the Disclosure Letter,
     or any other  certificate or document  delivered by Seller pursuant to this
     Agreement;

          (b) any Breach of any  representation  or  warranty  made by Seller in
     this Agreement as if such representation or warranty were made on and as of
     the Closing Date without  giving effect to any supplement to the Disclosure
     Letter, other than any such Breach that is disclosed in a supplement to the
     Disclosure Letter and is expressly identified in the certificate  delivered
     pursuant to Section  2.4(a)(v) as having caused the condition  specified in
     Section 7.1 not to be satisfied;

          (c) any Breach by Seller of any  covenant or  obligation  of Seller in
     this Agreement;

          (d) any product shipped or manufactured  by, or any services  provided
     by, the Acquired Company prior to the Closing Date;

          (e) any matter addressed in the Disclosure Letter; or

          (f)  any  claim  by any  Person  for  brokerage  or  finder's  fees or
     commissions or similar  payments based upon any agreement or  understanding
     alleged to have been made by any such Person  with  Seller or the  Acquired
     Company (or any Person acting on their  behalf) in  connection  with any of
     the Contemplated Transactions.

<PAGE>

     The  remedies  provided in this  Section  10.2 will not be  exclusive of or
     limit  any  other  remedies  that may be  available  to Buyer or the  other
     Indemnified Persons.


    10.3. Indemnification  and  Payment of  Damages  by  Seller;  Environmental
          Matters.  In addition to the  provisions of Section 10.2,  Seller will
          indemnify and hold harmless Buyer, the Acquired Company, and the other
          Indemnified  Persons for, and will pay to Buyer, the Acquired Company,
          and  the  other  Indemnified   Persons  the  amount  of,  any  Damages
          (including  costs  of  cleanup,  containment,  or  other  remediation)
          arising, directly or indirectly, from or in connection with:

          (a) any Environmental,  Health, and Safety Liabilities  arising out of
     or relating to: (i) (A) the ownership,  operation, or condition at any time
     on or prior to the Closing Date of the  Facilities or any other  properties
     and assets  (whether  real,  personal,  or mixed and  whether  tangible  or
     intangible) in which Seller or the Acquired Company has or had an interest,
     or (B) any Hazardous  Materials or other  contaminants that were present on
     the Facilities or such other  properties and assets at any time on or prior
     to the  Closing  Date;  or  (ii)  (A)  any  Hazardous  Materials  or  other
     contaminants,  wherever located,  that were, or were allegedly,  generated,
     transported,  stored, treated,  Released, or otherwise handled by Seller or
     the Acquired  Company or by any other Person for whose  conduct they are or
     may be held responsible at any time on or prior to the Closing Date, or (B)
     any Hazardous Activities that were, or were allegedly,  conducted by Seller
     or the Acquired  Company or by any other Person for whose  conduct they are
     or may be held responsible; or


<PAGE>


          (b) any bodily injury (including illness,  disability,  and death, and
     regardless  of when any such  bodily  injury  occurred,  was  incurred,  or
     manifested itself),  personal injury,  property damage (including trespass,
     nuisance,  wrongful eviction, and deprivation of the use of real property),
     or other  damage of or to any  Person,  including  any  employee  or former
     employee of Seller or the  Acquired  Company or any other  Person for whose
     conduct  they are or may be held  responsible,  in any way arising  from or
     allegedly  arising  from any  Hazardous  Activity  conducted  or  allegedly
     conducted  with respect to the  Facilities or the operation of the Acquired
     Company prior to the Closing Date, or from Hazardous  Material that was (i)
     present or  suspected  to be present on or before the Closing Date on or at
     the  Facilities  (or  present  or  suspected  to be  present  on any  other
     property,  if such Hazardous  Material emanated or allegedly  emanated from
     any of the  Facilities and was present or suspected to be present on any of
     the  Facilities  on or  prior to the  Closing  Date)  or (ii)  Released  or
     allegedly  Released by Seller or the  Acquired  Company or any other Person
     for whose  conduct they are or may be held  responsible,  at any time on or
     prior to the Closing Date.

     Buyer will be entitled to control any Cleanup, any related Proceeding, and,
     except as provided in the following  sentence,  any other  Proceeding  with
     respect to which  indemnity  may be sought  under this  Section  10.3.  The
     procedure  described  in Section  10.9 will  apply to any claim  solely for
     monetary damages relating to a matter covered by this Section 10.3.


<PAGE>


    10.4. Indemnification and Payment of Damages by Buyer. Buyer will indemnify
          and hold  harmless  Seller,  and will pay to Seller  the amount of any
          Damages  arising,  directly or indirectly,  from or in connection with
          (a) any Breach of any representation or warranty made by Buyer in this
          Agreement or in any  certificate  delivered by Buyer  pursuant to this
          Agreement,  (b) any Breach by Buyer of any covenant or  obligation  of
          Buyer in this Agreement,  or (c) any claim by any Person for brokerage
          or finder's fees or  commissions  or similar  payments  based upon any
          agreement  or  understanding  alleged to have been made by such Person
          with Buyer (or any Person acting on its behalf) in connection with any
          of the Contemplated Transactions.


     10.5. Time  Limitations.  If  the  Closing  occurs,  Seller  will  have  no
          liability  (for  indemnification  or  otherwise)  with  respect to any
          representation or warranty,  or covenant or obligation to be performed
          and  complied  with  prior to the  Closing  Date,  other than those in
          Sections 3.3, 3.11,  3.13, and 3.19,  unless on or before December 31,
          2005, Buyer notifies Seller of a claim specifying the factual basis of
          that claim in reasonable  detail to the extent then known by Buyer;  a
          claim with respect to Section 3.3, 3.11, 3.13, or 3.19, or a claim for
          indemnification  or reimbursement not based upon any representation or
          warranty or any covenant or  obligation  to be performed  and complied
          with  prior  to the  Closing  Date,  may be made at any  time.  If the
          Closing occurs,  Buyer will have no liability (for  indemnification or
          otherwise) with respect to any representation or warranty, or covenant
          or  obligation  to be performed and complied with prior to the Closing
          Date,  unless on or before  December 31, 2005 Seller notify Buyer of a
          claim specifying the factual basis of that claim in reasonable  detail
          to the extent then known by Seller.


    10.6. Limitations  on  Amount--Seller.  Seller will have no liability  (for
          indemnification or otherwise) with respect to the matters described in
          clause  (a),  clause (b) or, to the extent  relating to any failure to
          perform or comply  prior to the  Closing  Date,  clause (c) of Section
          10.2  until the total of all  Damages  with  respect  to such  matters
          exceeds Ten  Thousand US Dollars  ($10,000.00),  and then only for the
          amount  by  which  such   Damages   exceed  Ten  Thousand  US  Dollars
          ($10,000.00).  Seller will have no liability (for  indemnification  or
          otherwise)  with  respect to the  matters  described  in clause (d) of
          Section  10.2  until the total of all  Damages  with  respect  to such
          matters  exceeds Ten Thousand US Dollars  ($10,000.00),  and then only
          for the amount by which such  Damages  exceed Ten  Thousand US Dollars
          ($10,000.00).  However, this Section 10.6 will not apply to any Breach
          of any of Seller's  representations and warranties of which Seller had
          Knowledge  at any time prior to the date on which such  representation
          and  warranty  is made or any  intentional  Breach  by  Seller  of any
          covenant or obligation, and Seller will be liable for all Damages with
          respect to such Breaches.

<PAGE>

    10.7. Limitations  on  Amount--Buyer.  Buyer  will have no  liability  (for
          indemnification or otherwise) with respect to the matters described in
          clause (a) or (b) of Section  10.4 until the total of all Damages with
          respect to such matters exceeds Ten Thousand US Dollars  ($10,000.00),
          and then only for the amount by which such Damages exceed Ten Thousand
          US Dollars ($10,000.00).  However, this Section 10.7 will not apply to
          any Breach of any of Buyer's  representations  and warranties of which
          Buyer  had  Knowledge  at any time  prior  to the  date on which  such
          representation and warranty is made or any intentional Breach by Buyer
          of any  covenant  or  obligation,  and Buyer  will be  liable  for all
          Damages with respect to such Breaches.


     10.8. Right of Set-off.  Upon  notice to Seller  specifying  in  reasonable
          detail  the basis for such  set-off,  Buyer may set off any  amount to
          which  it may be  entitled  under  this  Section  10  against  amounts
          otherwise  payable or may give  notice of a Claim in such  amount,  if
          any.  The  exercise  of such right of set-off by Buyer in good  faith,
          whether  or  not  ultimately  determined  to be  justified,  will  not
          constitute  a breach of  contract.  Neither  the  exercise  of nor the
          failure  to  exercise  such  right of set-off or to give a notice of a
          Claim,  if any, will constitute an election of remedies or limit Buyer
          in any manner in the  enforcement  of any other  remedies  that may be
          available to it.


     10.9. Procedure for Indemnification--Third Party Claims.

          (a) Promptly after receipt by an indemnified party under Section 10.2,
     10.4,  or (to the extent  provided in the last  sentence  of Section  10.3)
     Section 10.3 of notice of the  commencement  of any Proceeding  against it,
     such  indemnified  party  will,  if a  claim  is  to  be  made  against  an
     indemnifying  party under such  Section,  give  notice to the  indemnifying
     party of the  commencement  of such  claim,  but the  failure to notify the
     indemnifying party will not relieve the indemnifying party of any liability
     that it may have to any  indemnified  party,  except to the extent that the
     indemnifying  party  demonstrates  that  the  defense  of  such  action  is
     prejudiced by the indemnifying party's failure to give such notice.

<page>


          (b) If any  Proceeding  referred  to in  Section  10.9(a)  is  brought
     against an indemnified party and it gives notice to the indemnifying  party
     of the commencement of such Proceeding, the indemnifying party will, unless
     the claim involves  Taxes,  be entitled to  participate in such  Proceeding
     and, to the extent that it wishes  (unless  (i) the  indemnifying  party is
     also a party to such  Proceeding and the  indemnified  party  determines in
     good faith that joint  representation  would be inappropriate,  or (ii) the
     indemnifying party fails to provide reasonable assurance to the indemnified
     party of its  financial  capacity  to defend  such  Proceeding  and provide
     indemnification with respect to such Proceeding),  to assume the defense of
     such  Proceeding with counsel  satisfactory  to the indemnified  party and,
     after notice from the  indemnifying  party to the indemnified  party of its
     election to assume the defense of such Proceeding,  the indemnifying  party
     will not, as long as it diligently  conducts such defense, be liable to the
     indemnified  party under this  Section 10 for any fees of other  counsel or
     any other expenses with respect to the defense of such Proceeding,  in each
     case subsequently  incurred by the indemnified party in connection with the
     defense of such Proceeding,  other than reasonable costs of  investigation.
     If the indemnifying party assumes the defense of a Proceeding,  (i) it will
     be conclusively  established for purposes of this Agreement that the claims
     made  in  that   Proceeding   are  within  the  scope  of  and  subject  to
     indemnification;  (ii) no  compromise  or  settlement of such claims may be
     effected by the indemnifying party without the indemnified  party's consent
     unless (A) there is no  finding  or  admission  of any  violation  of Legal
     Requirements  or any violation of the rights of any Person and no effect on
     any other claims that may be made against the  indemnified  party,  and (B)
     the sole relief  provided is monetary  damages that are paid in full by the
     indemnifying  party; and (iii) the indemnified party will have no liability
     with  respect to any  compromise  or  settlement  of such  claims  effected
     without its  consent.  If notice is given to an  indemnifying  party of the
     commencement of any Proceeding and the indemnifying  party does not, within
     ten days after the indemnified  party's notice is given, give notice to the
     indemnified party of its election to assume the defense of such Proceeding,
     the  indemnifying  party  will be bound by any  determination  made in such
     Proceeding  or any  compromise or  settlement  effected by the  indemnified
     party.

          (c) Notwithstanding the foregoing,  if an indemnified party determines
     in good faith that there is a reasonable  probability that a Proceeding may
     adversely  affect it or its  affiliates  other than as a result of monetary
     damages  for  which it would be  entitled  to  indemnification  under  this
     Agreement,  the indemnified party may, by notice to the indemnifying party,
     assume  the  exclusive  right  to  defend,   compromise,   or  settle  such
     Proceeding,   but  the  indemnifying   party  will  not  be  bound  by  any
     determination  of a Proceeding so defended or any  compromise or settlement
     effected without its consent (which may not be unreasonably withheld).



<PAGE>

          (d) Seller hereby  consents to the  non-exclusive  jurisdiction of any
     court in which a Proceeding is brought against any  Indemnified  Person for
     purposes  of any claim  that an  Indemnified  Person  may have  under  this
     Agreement with respect to such Proceeding or the matters  alleged  therein,
     and agree that process may be served on Seller with respect to such a claim
     anywhere in the world.


   10.10. Procedure   for   Indemnification--Other   Claims.   A  claim  for
          indemnification  for any matter not involving a third-party  claim may
          be  asserted  by  notice to the party  from  whom  indemnification  is
          sought.


     11.  GENERAL PROVISIONS.


    11.1. Expenses.  Except as otherwise  expressly provided in this Agreement,
          each  party  to this  Agreement  will  bear  its  respective  expenses
          incurred  in  connection   with  the   preparation,   execution,   and
          performance  of  this  Agreement  and the  Contemplated  Transactions,
          including all fees and expenses of agents,  representatives,  counsel,
          and  accountants.  Seller will cause the Acquired Company not to incur
          any out-of-pocket  expenses in connection with this Agreement.  In the
          event of termination of this  Agreement,  the obligation of each party
          to pay its own  expenses  will be  subject to any rights of such party
          arising from a breach of this Agreement by another party.


    11.2. Public  Announcements.  Any public  announcement or similar publicity
          with respect to this Agreement or the Contemplated  Transactions  will
          be  issued,  if at all,  at such  time  and in such  manner  as  Buyer
          determines.  Unless  consented  to by Buyer in advance or  required by
          Legal Requirements, prior to the Closing Seller shall, and shall cause
          the Acquired Company to, keep this Agreement strictly confidential and
          may not make any  disclosure of this  Agreement to any Person.  Seller
          and Buyer will consult with each other  concerning  the means by which
          the Acquired Company's employees,  customers, and suppliers and others
          having  dealings  with the  Acquired  Company  will be informed of the
          Contemplated Transactions, and Buyer will have the right to be present
          for any such communication.

<PAGE>

    11.3. Confidentiality.  Between the date of this  Agreement and the Closing
          Date, Buyer and Seller will maintain in confidence, and will cause the
          directors, participants,  officers, employees, agents, and advisors of
          Buyer and the Acquired Company to maintain in confidence, any written,
          oral, or other information obtained from another party or the Acquired
          Company  in  connection  with  this  Agreement  or  the   Contemplated
          Transactions,  unless (a) such  information  is already  known to such
          party or to  others  not  bound by a duty of  confidentiality  or such
          information becomes publicly available through no fault of such party,
          (b) the use of such  information is necessary or appropriate in making
          any filing or  obtaining  any  consent or  approval  required  for the
          consummation of the Contemplated  Transactions,  or (c) the furnishing
          or use of such information is required by legal proceedings.

          If the Contemplated Transactions are not consummated,  each party will
          return or destroy  as much of such  written  information  as the other
          party may reasonably request.


    11.4. Notices.  All notices,  consents,  waivers,  and other communications
          under this  Agreement  must be in  writing  and will be deemed to have
          been duly given when (a) delivered by hand (with written  confirmation
          of receipt),  (b) sent by  telecopier  (with written  confirmation  of
          receipt),  provided that a copy is mailed by registered  mail,  return
          receipt requested, or (c) when received by the addressee, if sent by a
          nationally  recognized overnight delivery service (receipt requested),
          in each case to the appropriate  addresses and telecopier  numbers set
          forth below (or to such other  addresses and  telecopier  numbers as a
          party may designate by notice to the other parties):

    11.5. Jurisdiction; Service of Process. Any action or proceeding seeking to
          enforce any  provision  of, or based on any right arising out of, this
          Agreement  may be brought  against any of the parties in the courts of
          the  State of New  York,  County  of New  York,  or,  if it has or can
          acquire  jurisdiction,  in the United  States  District  Court for the
          Southern District of New York, and each of the parties consents to the
          jurisdiction of such courts (and of the appropriate  appellate courts)
          in any such action or  proceeding  and waives any  objection  to venue
          laid therein.  Process in any action or proceeding  referred to in the
          preceding sentence may be served on any party anywhere in the world.




<PAGE>


    11.6. Further Assurances.  The parties agree (a) to furnish upon request to
          each other such  further  information,  (b) to execute  and deliver to
          each  other such  other  documents,  and (c) to do such other acts and
          things,  all as the other party may reasonably request for the purpose
          of  carrying  out the  intent  of  this  Agreement  and the  documents
          referred to in this Agreement.


    11.7. Waiver.  The rights and remedies of the parties to this Agreement are
          cumulative and not  alternative.  Neither the failure nor any delay by
          any party in  exercising  any right,  power,  or privilege  under this
          Agreement or the documents  referred to in this Agreement will operate
          as a waiver  of such  right,  power,  or  privilege,  and no single or
          partial exercise of any such right,  power, or privilege will preclude
          any other or further  exercise of such right,  power,  or privilege or
          the exercise of any other right,  power, or privilege.  To the maximum
          extent  permitted by applicable law, (a) no claim or right arising out
          of this  Agreement or the documents  referred to in this Agreement can
          be  discharged  by one  party,  in whole or in  part,  by a waiver  or
          renunciation  of the claim or right  unless in  writing  signed by the
          other  party;  (b) no  waiver  that may be  given  by a party  will be
          applicable  except in the specific instance for which it is given; and
          (c) no notice to or demand on one party  will be deemed to be a waiver
          of any  obligation  of such party or of the right of the party  giving
          such notice or demand to take further  action without notice or demand
          as provided in this  Agreement  or the  documents  referred to in this
          Agreement.


    11.8. Entire  Agreement and  Modification.  This  Agreement  supersedes all
          prior  agreements  between  the  parties  with  respect to its subject
          matter and constitutes  (along with the documents  referred to in this
          Agreement)  a complete  and  exclusive  statement  of the terms of the
          agreement between the parties with respect to its subject matter. This
          Agreement may not be amended except by a written agreement executed by
          the party to be charged with the amendment.


     11.9. Disclosure Letter.

          (a)  The  disclosures  in the  Disclosure  Letter,  and  those  in any
     Supplement thereto,  must relate only to the representations and warranties
     in the Section of the Agreement to which they  expressly  relate and not to
     any other representation or warranty in this Agreement.

          (b) In the event of any  inconsistency  between the  statements in the
     body of this  Agreement and those in the  Disclosure  Letter (other than an
     exception expressly set forth as such in the Disclosure Letter with respect
     to a specifically identified representation or warranty), the statements in
     the body of this Agreement will control.

<PAGE>

   11.10. Assignments, Successors and No Third Party Rights. Neither party may
          assign  any of its  rights  under  this  Agreement  without  the prior
          consent of the other parties, which will not be unreasonably withheld.
          Subject to the preceding  sentence,  this  Agreement will apply to, be
          binding  in  all  respects  upon,  and  inure  to the  benefit  of the
          successors and permitted assigns of the parties.  Nothing expressed or
          referred to in this  Agreement  will be  construed  to give any Person
          other than the parties to this Agreement any legal or equitable right,
          remedy,  or  claim  under or with  respect  to this  Agreement  or any
          provision of this Agreement.  This Agreement and all of its provisions
          and conditions  are for the sole and exclusive  benefit of the parties
          to this Agreement and their successors and assigns.


   11.11. Severability.  If any provision of this Agreement is held invalid or
          unenforceable  by any  court  of  competent  jurisdiction,  the  other
          provisions of this Agreement will remain in full force and effect. Any
          provision of this Agreement held invalid or unenforceable only in part
          or degree  will remain in full force and effect to the extent not held
          invalid or unenforceable.


   11.12. Section  Headings,  Construction.  The  headings of Sections in this
          Agreement  are provided for  convenience  only and will not affect its
          construction  or  interpretation.   All  references  to  "Section"  or
          "Sections"  refer to the  corresponding  Section or  Sections  of this
          Agreement. All words used in this Agreement will be construed to be of
          such gender or number as the circumstances  require.  Unless otherwise
          expressly provided,  the word "including" does not limit the preceding
          words or terms.

   11.13. Time of Essence. With regard to all dates and time periods set forth
          or referred to in this Agreement, time is of the essence.

<PAGE>

   11.14. Governing  Law. This  Agreement  will be governed by the laws of the
          State of New York, USA without regard to conflicts of laws principles.

   11.15. Counterparts.  This  Agreement  may be  executed  in  one  or  more
          counterparts,  each of which will be deemed to be an original  copy of
          this Agreement and all of which,  when taken together,  will be deemed
          to  constitute  one and the same  agreement.  This  Agreement has been
          prepared in English and Armenian. All documents,  notices, waivers and
          all other  communication  written or  otherwise  between  the  parties
          hereto in connection  with this  Agreement  shall be in English.  This
          Agreement shall also be translated  into and executed in Armenian.  If
          there is any  inconsistency  betweeen the  versions,  English  version
          shall prevail.



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


 Signed for and on behalf      Signed for and on
      of the Seller           behalf of the Buyer


---------------------------  ------------------------
Albert Sakhkalian            Matthew Wood
                             Director, Aigedzor
                             Mining Company, LLC