EXHIBIT 10.2 B

THIS ASSIGNMENT AGREEMENT MADE THIS 26th DAY OF AUGUST 1997

AMONG:

            WORLD GEMS CORPORATION, having an office at at 7 bis, Lalana Lt
            Randriamarcmanana A. Tsiazotafo 101 Antananarivo, Madagascar. Tel:
            (002612) 642-55 Fax: (002612) 644-65

            ("WGC")

AND:

            SYLVIA C. RANAIVOJAONA, having an office at 7 bis, Lalana Lt
            Randriamarcmanana A. Tsiazotafo 101 Antananarivo, Madagascar. Tel:
            (002612) 642-55 Fax: (002612) 644-65

            ("RANAIVOJAONA")

AND:

            Fulcrum Holdings of Australia Inc., a body
            corporate dully incorporated under the laws of
            Delaware, having an office at #300, 900 North
            Federal Highway Boca Raton, Florida U.S.A
            Tel: (954) 480-9100
            Fax: (954) 570-8999

            ("Fulcrum")

WITNESSES THAT WHEREAS:

A.    "Ranaivojaona" herein is the rightful owner of eighty percent (80%) of the
      common shares of "WGC".

B.    "Fulcrum" herein wishes to purchase and acquire the ownership of seventy
      percent (70%) of "WGC".

C.    "Fulcrum" herein has the financial capability to finance "WGC".

NOW THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereafter contained, the parties hereto agree as follows:

1.    In consideration of the sum of $1,400,000 (FMG) and other good and
      valuable consideration, the receipt hereby acknowledged by Ranaivojaona.

2.    WGC agrees that upon presentation to it of the certificates of the WGC
      shares together with all transfer documents require pursuant to the
      constitution of WGC shares to affect registration of the WGC shares in the
      name of Fulcrum it will cause the WGC shares to be registered, or the
      ownership thereof of Fulcrum to be appropriately recorded in the books and
      records of WGC.

3.    WGC hereby agrees to appoint representatives of Fulcrum to its Board of
      Directors, namely Mr. Gerald E. Sklar and Mr. Dror Moradov.

4.    WGC shall provide valid legal documentation to Fulcrum proving WGC `s
      registered perimeters in the People's Republic of Madagascar.

5.    Fulcrum hereby agrees to purchase within sixty days of this agreement
      $500,000.00 (US) of mining equipment on behalf of WGC, providing WGC
      provides documentation as referred to in paragraphs two(2) and four (4).

6.    Fulcrum will assume the responsibility of contracting the services of an
      independent geological mining engineer to assess and assign a work program
      that will bring WGC properties into production.

7.    Fulcrum hereby agrees to forward additional funds as recommended by its
      independent geological mining engineer. These funds will be forwarded as a
      shareholder's loan to WGC from Fulcrum under the terms and conditions of
      Fulcrum's constitution.

8.    Fulcrum hereby has the right to assign Fulcrum's rights of this agreement
      to a third party which will not be unreasonably withheld by WGC.

MISCELLANEOUS

A.    All terms and conditions of this agreement shall run with and be binding
      upon the transfer of shares during the term hereof and ensure to the
      benefit of and be binding upon the parties hereto and their respective
      successors and assigns.

B.    Time is of the essence of this agreement.

C.    This agreement may be executed in separate counterparts and all executed
      counterparts together shall constitute one agreement.

D.    This agreement shall be construed in accordance with the laws of the State
      of Delaware.

E.    Whenever this singular or masculine or neuter is used in this agreement
      the same shall be construed as meaning the plural or body politic or
      corporate and vice versa where the context so required.

F.    This agreement, the benefits and obligations of the parties with respect
      to shall ensure to the benefit of and be binding upon the heirs,
      executors, administrators, successors, and permitted assigns.

G.    Any of the parties hereto may, from time to time, change its address for
      service herein by giving written notice to the other parties hereto. Any
      notices may be served by mailing the same by registered post, postage
      prepaid, in a properly addressed envelope, addressed to the party to whom
      the notice is to be given, at such party's address for service hereunder
      and shall be deemed to have been received on the fifth business day
      following the mailing thereof.

IN WITNESS WHEREOF the parties hereto have executed the Agreement effective as
of the day and year first above written.

WORLD GEMS CORPORATION
By:


/s/  SYLVIA C. RANAIVOJAONA               /s/ [ILLEGIBLE]
------------------------------------         -----------------------------------
Authorized Signatory                         Witness


SYLVIA C. RANAIVOJAONA

 /s/  SYLVIA C. RANAIVOJAONA              /s/ [ILLEGIBLE]
------------------------------------         -----------------------------------
SYLVIA C. RANAIVOJAONA                       Witness


Fulcrum Holdings of Australia Inc.

 /s/  Gerald E. Sklar                     /s/ Dror Moradov
------------------------------------         -----------------------------------
Authorized Sigantory                         Witness


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