EXHIBIT 10.7

                             JOINT VENTURE AGREEMENT

BETWEEN THE UNDERSIGNED PARTIES:

-     Ms. Eliana Georgette Samuel HARINORO, born September 16, 1957, residing at
      Lot IVL 2B, Ambodivonkely, Ambohimanarina, Antananarivo, of Madagascan
      nationality, holder of National Identity Card No. 108-992-038-748, issued
      on September 23, 1976 at Antsirabe, daughter of Samuel RALAIBOZAKA and
      RAVAONORO;

Referred to hereinafter as "The Permit Holder";

                                          OF THE FIRST PART;

AND

-     SAOWANI DEVELOPMENT LTD., a business corporation with assets of 1,000,000
      Fmg, with head offices located at: Lot MA II 1 a), Maibahoaka, Ivato, and
      registered with the Commercial Register of Antananarivo under No. 16.157,
      represented in these presents by Ms. SAOWANI CHUAIPHAN,

      Referred to hereinafter as "The Partner";

                                          OF THE SECOND PART.

THE FOLLOWING HAS BEEN AGREED TO BY THE PARTIES:

Section 1. -      This Joint Venture Agreement was prepared in accordance with
                  the provisions of Law No. 95-016 of August 09, 1995 concerning
                  the Mining Code and Ministerial Order No. 3216/94 of July 25,
                  1994 establishing the conditions of validity for joint venture
                  agreements.

Section  2. -     This agreement has been prepared in order to set forth the
                  rules governing joint ventures between the two parties and to
                  regulate the joint exploration to be carried out under the
                  mining permit which belongs to the Permit Holder.

Section 3. -      This agreement shall be valid for the term of the mining
                  permit, which is the subject of this agreement. It shall be
                  renewed by way of tacit renewal beyond this date for the same
                  term as the renewal of the said mining permit.

Section 4. -      Within the context of the Joint Venture Agreement, the Permit
                  Holder shall exercise all of its exclusive rights flowing from
                  the mining permit which it holds and which has the following
                  characteristics:

================================================================================
PERMIT         XV          YV      FIVOND-RONANA     MAP       SUBSTANCE
--------------------------------------------------------------------------------
Q 53-76/1    541 250     538750      Mananjary      Q 53       Beryllium
--------------------------------------------------------------------------------
Q 53-76/1    546 250     538750      Mananjary      Q 53       Beryllium
--------------------------------------------------------------------------------
Q 53-76/1    548 250     538750      Mananjary      Q 53       Beryllium
--------------------------------------------------------------------------------

================================================================================

Section 5. -      The parties to this agreement hereby agree that following a
                  period of one and one half years of operations, the mining
                  permit, which is the subject of this agreement, shall be
                  transformed into a Type III Permit. To this effect, a business
                  corporation shall be constituted under Madagascan law in which
                  SAOWANI DEVELOPMENT, or any other person or firm acting on its
                  behalf, shall invest the amount of eighty per cent ( 80%) of
                  the capital, and Ms. Eliana Georgette Samuel HARINORO shall
                  invest twenty per cent (20%). This business corporation shall
                  then be the holder of the said Type III mining permit.

Section 6. -      The Permit Holder shall ensure the search for and hiring of
                  local personnel, investment by persons in securities and the
                  establishment of perennial operations, as well as all
                  relationships with administrative authorities, both on a
                  national and local level.

                  It shall be the Permit Holder's responsibility to obtain all
                  the necessary documents for the distribution and marketing of
                  the product.

Section 7. -      The Partner shall take responsibility for the financing of all
                  investments required for the operations of which it is
                  proprietor, as well as the financing of cash flow, including
                  taxes and duties attached to the import of materials and
                  equipment. Furthermore, the Partner hereby accepts the
                  principle of financing investments of a social nature in a
                  manner proportionate to the scope of the company's business
                  activity.

Section 8. -      The Partner hereby agrees to protect the environment and shall
                  be solely liable for the management of the mining operations
                  and the management of personnel subject to Section 8,
                  hereinbelow.

Section 9.-       The Permit Holder shall be entitled to have access to any
                  audit follow-up for the operations and production and shall
                  have the right to be represented by the person of its choice,
                  who is to be provided with a special proxy to this effect.
                  With respect to business activities, this person shall be
                  entitled to intervene in the management of the mining
                  operations and may decide to stop all activity where he
                  believes that the operations do not comply with current
                  regulations.

                  The Partner hereby agrees to facilitate the audit follow-up
                  undertaken by the Permit Holder.

Section 10. -     Financial management shall be the sole responsibility of the
                  Partner.

Section 11. -     The distribution of profits between the parties shall be
                  carried out in the following proportions:

                  -     eighty per cent (80%) of profits for the Partner;

                  -     twenty per cent (20%) of profits for the Permit Holder.

Section 12. -     Both parties must have at least one permanent representative
                  at the operations perimeter. Any product extracted must be
                  reported by the representatives of both parties and kept
                  locked in a safe with a double locking system. Any removal of
                  the product must also be carried out in presence of both
                  representatives.

Section 13. -     The Partner hereby reserves the right to substitute in its
                  place, a portion of its rights in accordance with this
                  agreement, to any person or firm of its choice. It shall
                  remain jointly and severally liable with such persons for the
                  proper performance of the undertakings in this agreement.

Section 14. -     Any stoppage of operations which is deemed to be unjustified
                  for a period of one year shall be considered to be a clear
                  waiver of the Partner's rights as provided for in these
                  presents, without the possibility for filing a claim for
                  damages by either of the two parties. Any such waiver of
                  rights shall result in the full termination of this agreement.

Section 15. -     Given the frank and truthful cooperation between the parties,
                  any dispute which might arise between them concerning the
                  performance or the interpretation of the conditions of this
                  agreement shall be settled in a friendly manner, before any
                  recourse is taken to the competent Court in Fianarantsoa.

                                      Prepared at Antananarivo, on June 28, 1999

The Permit Holder                     The Partner


/s/ Eliana Georgette Samuel Harinoro  /s/ Saowani Chuaiphan
------------------------------------  ---------------------

                                      SAOWANI CHUAIPHAN
Eliana Georgette Samuel HARINORO      for SAOWANI DEVELOPMENT


                                       81