Exhibit 10.7





                              DEED OF GUARANTEE AND INDEMNITY

                              RMB RESOURCES LIMITED

                              RMB INTERNATIONAL (DUBLIN) LIMITED

                              and

                              THE COMPANIES DESCRIBED IN THE SCHEDULE









                                Freehills
                              -------------


                              QV.1 Building 250 St Georges Terrace Perth Western
                              Australia 6000 Australia Telephone +61 8 9211 7777
                              Facsimile +61 8 9211 7878 www.freehills.com DX 104
                              Perth

                              SYDNEY MELBOURNE PERTH BRISBANE HANOI HO CHI MINH
                              CITY SINGAPORE Correspondent Offices JAKARTA KUALA
                              LUMPUR

                              Liability limited by the Solicitors' Limitation of
                              Liability Scheme, approved under the Professional
                              Standards Act 1994 (NSW) DAW:CEP:80559145


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TABLE OF CONTENTS

Clause                                                                     Page

1    DEFINITIONS AND INTERPRETATION                                           1

     1.1  Definitions                                                         1
     1.2  Terms defined in the Transaction Documents                          2
     1.3  Principles of interpretation                                        3
     1.4  Guarantee binding                                                   3
     1.5  Joint and several obligations                                       3

2    GUARANTEE                                                                3

     2.1  Guarantee                                                           3
     2.2  Payment                                                             3

3    PAYMENTS                                                                 3

     3.1  Manner of Payment                                                   3
     3.2  Taxes                                                               4
     3.3  Statement of indebtedness by a Finance Party                        4
     3.4  Receipts of Finance Parties                                         4
     3.5  Amounts payable on demand                                           4

4    INTEREST  ON  OVERDUE  AMOUNTS                                           5

     4.1  Payment of Interest                                                 5
     4.2  Accrual of interest                                                 5
     4.3  Rate of interest                                                    5

5    UNDERTAKINGS,  CONSENTS  AND  ACKNOWLEDGMENTS                            5

     5.1  Amount of the Guaranteed Money                                      5
     5.2  Proof by Finance Parties                                            6
     5.3  Term of undertakings                                                6

6    INDEMNITIES                                                              6

     6.1  General indemnity                                                   6
     6.2  Indemnity for avoidance of Guaranteed Money                         6
     6.3  Foreign currency indemnity                                          7
     6.4  Indemnity payment                                                   8

7    SAVING  PROVISIONS                                                       8

     7.1  No merger of security                                               8
     7.2  Exclusion of moratorium                                             8
     7.3  Conflict                                                            8
     7.4  Consent of Finance Parties                                          9
     7.5  Non-exercise of a Guarantor's rights                                9
     7.6  Principal obligation                                                9
     7.7  No obligation to marshal                                            9
     7.8  Non-avoidance                                                       9


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     7.9  Continuing guarantee and indemnities                               10
     7.10 Unconditional nature of obligations                                10

8    SUSPENSION  OF  GUARANTORS'  RIGHTS                                     12

     8.1  Suspension of Guarantors' rights                                   12
     8.2  RMBI's right to prove                                              13

9    DISCHARGE  AND  RELEASE                                                 13

     9.1  Termination by Guarantors                                          13
     9.2  Discharge and release                                              14

10   GENERAL                                                                 14

     10.1 Guarantors to bear cost                                            14
     10.2 Notices 14
     10.3 Governing law and jurisdiction                                     15
     10.4 Prohibition and enforceability                                     15
     10.5 Waivers                                                            15
     10.6 Cumulative rights                                                  16
     10.7 Attorneys                                                          16
     10.8 Assignment                                                         16
     10.9 Time of Essence                                                    16
     10.10 Counterparts                                                      16
     10.11 Service of Process                                                16
     10.12 Application of Money                                              16


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THIS DEED OF GUARANTEE AND INDEMNITY

     is dated as of 5 November 2003 between the following parties:

          1.   RMB RESOURCES LIMITED
               of Level 3
               One Mitre Square
               London EC3A 5AN
               United Kingdom
               (AGENT)

          2.   RMB INTERNATIONAL (DUBLIN) LIMITED
               of 28 Shelbourne Road
               Ballsbridge
               Dublin, 4, Ireland
               (RMBI)

          3.   THE COMPANIES DESCRIBED IN THE SCHEDULE
               (GUARANTORS)



RECITALS

          A.   Each  of  the Guarantors has requested RMB International (Dublin)
               Limited  (RMBI)  make  available  a term loan to Western Mesquite
               Mines,  Inc.  (COMPANY).

          B.   It  is  a  condition  of  the  agreement  of  RMBI to provide the
               facility  that the Guarantors grant the guarantee and indemnities
               in this deed to secure the payment of the Guaranteed Money to the
               Agent  and  RMBI.


THIS  DEED  WITNESSES

          that  in  consideration of, among other things, RMBI entering into and
          providing  financial accommodation under the Facility Agreement at the
          request  of  each  Guarantor and the mutual promises contained in this
          deed,  the  parties  agree:

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1    DEFINITIONS AND INTERPRETATION

     1.1  DEFINITIONS

          In this deed:

          COMPANY means Western Mesquite Mines, Inc., a corporation incorporated
          under  the laws of Idaho of 7000 Independence Parkway, Suite 160 #135,
          Plano,  Texas  75025,  United  States  of  America;

          FACILITY AGREEMENT means the facility agreement dated as of 5 November
          2003  between  the  Company,  the  Guarantors,  RMBI  and  the  Agent;

          FINANCE  PARTY  means  each  of  the  following:

          (a)  RMBI;  and

          (b)  the  Agent,


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          and  FINANCE  PARTIES  means  both  of  them;

          GUARANTEED MONEY means all debts, monetary liabilities and obligations
          of  the  Company and each other Transaction Party to the Agent or RMBI
          under  or  in  relation  to a Transaction Document and in any capacity
          irrespective  of  whether  the  debts,  liabilities  or  obligations:

          (a)  are  present  or  future;

          (b)  are  actual,  prospective,  contingent  or  otherwise;

          (c)  are  at  any  time  ascertained  or  unascertained;

          (d)  are  owed  or  incurred  by  or  on  account  of the Company or a
               Transaction  Party  alone, or severally or jointly with any other
               person;

          (e)  are  owed  to  or  incurred  for the account of the Agent or RMBI
               alone,  or  severally  or  jointly  with  any  other  person;

          (f)  are  owed to any other person as agent (whether disclosed or not)
               for  or  on  behalf  of  the  Agent  or  RMBI;

          (g)  are  owed  or  incurred  as  principal,  interest, fees, charges,
               Taxes,  damages  (whether  for  breach  of  contract  or  tort or
               incurred  on  any other ground), losses, costs or expenses, or on
               any  other  account;

          (h)  are  owed  to  or  incurred  for the account of the Agent or RMBI
               directly  or  as  a  result  of:

               (1)  the  assignment or transfer to the Agent or RMBI of any debt
                    or  liability  of  the  Company or another Transaction Party
                    (whether  by  way  of  assignment,  transfer  or otherwise);

               (2)  any  other dealing with a debt or monetary liability of that
                    kind;

          (i)  are  owed  to  or  incurred  for the account of the Agent or RMBI
               before  the  date of this deed, before the date of any assignment
               of  this  deed  to  the  Agent  or  RMBI  by  any other person or
               otherwise;  or

          (j)  comprise  any  combination  of  the  above;

          GUARANTORS  means  the  parties  described  in  the  schedule;

          PROPORTIONATE SHARE means in relation to RMBI or the Agent on any day,
          the  Guaranteed  Money  owing  to  RMBI  or  the  Agent expressed as a
          percentage  of  the  aggregate  Guaranteed Money owing to RMBI and the
          Agent  on  that  day;

          SURETY  means  a  person,  other  than  the  Company, who is or may be
          responsible  for  any  of  the  Guaranteed  Money under any present or
          future  Collateral  Security  or  otherwise;  and

          TRANSACTION DOCUMENTS has the meaning given in the Facility Agreement.

     1.2  TERMS  DEFINED  IN  THE  TRANSACTION  DOCUMENTS

          Any  terms  defined  in  the Transaction Documents, unless the context
          otherwise  requires,  have  the  same  meaning when used in this deed.


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     1.3  PRINCIPLES  OF  INTERPRETATION

          The  principles  of  interpretation  contained  in  clause  1.2 of the
          Facility  Agreement  apply, mutatis mutandis, to this deed, unless the
          context  otherwise  requires.

     1.4  GUARANTEE  BINDING

          This  deed  binds  a  Guarantor whether or not any other Guarantor has
          executed  this  deed,  or has done so effectively, and whether or not,
          for  any  reason  this  deed  or  any part of it is binding on another
          Guarantor  (including  without  limitation  whether  or not a Security
          granted  by  another  Guarantor  is  or  becomes  void,  voidable  or
          unenforceable).

     1.5  JOINT  AND  SEVERAL  OBLIGATIONS

          Each of the obligations of the Guarantors under this deed is joint and
          several  and  unconditional.

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2    GUARANTEE

     2.1  GUARANTEE

          The  Guarantors unconditionally and irrevocably guarantee to the Agent
          and  RMBI  the  payment  of  the  Guaranteed  Money.

     2.2  PAYMENT

          (a)  If  the  Guaranteed  Money is not paid when due or is not paid in
               the  manner  or  in the currency in which the Guaranteed Money is
               required  to  be  paid, the Guarantors must immediately on demand
               from  a  Finance  Party (whether or not demand has been made by a
               Finance  Party  on  the  Company)  pay  to that Finance Party the
               Guaranteed  Money  in  the  same  manner  and  currency  as  the
               Guaranteed  Money  is  or  was  required  to  be  paid.

          (b)  A demand made by a Finance Party in accordance with clause 2.2(a)
               may  be  made  at  any  time  and  from  time  to  time.

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3    PAYMENTS

     3.1  MANNER  OF  PAYMENT

          (a)  The  Guarantors agree to make all payments to the Finance Parties
               under this guarantee and indemnity in immediately available funds
               to  the  account  and  in the manner notified by the Agent to the
               Company.

          (b)  The  Guarantors  agree  to  make  payments  without  set-off  or
               counterclaim  and  free and clear of any withholding or deduction
               for  Taxes  unless  prohibited  by  law.


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     3.2  TAXES

          If  a  law  requires  a  Guarantor  to withhold or deduct Taxes from a
          payment  so  that the Agent or RMBI would not actually receive for its
          own  benefit  on  the due date the full amount provided for under this
          guarantee  and  indemnity,  then:

          (a)  the  amount  payable  is  increased  so  that,  after making that
               deduction and deductions applicable to additional amounts payable
               under  this  clause, the Agent or RMBI is entitled to receive the
               amount it would have received if no deductions had been required;

          (b)  that  Guarantor  must  make  the  deductions;  and

          (c)  that  Guarantor must pay the full amount deducted to the relevant
               authority  in  accordance  with  applicable  law  and deliver the
               original  receipts  to  the  Agent.

     3.3  STATEMENT  OF  INDEBTEDNESS  BY  A  FINANCE  PARTY

          A certificate signed by an Authorised Officer of the Agent or RMBI
          stating:

          (a)  the  amount  of  the  Guaranteed  Money  due  and  payable;  or

          (b)  the  amount  of  the  Guaranteed Money, whether currently due and
               payable  or  not,

          is  prima  facie  evidence of that amount as at the date stated on the
          certificate  or  failing  that  as  at  the  date of that certificate.

     3.4  RECEIPTS  OF  FINANCE  PARTIES

          (a)  The  receipt of any Authorised Officer of a Finance Party for any
               money  payable  to  or  received by that Finance Party under this
               deed  exonerates  the payer from all liability to enquire whether
               any  of  the  Guaranteed  Money  has  become  payable.

          (b)  Every  receipt  of  an  Authorised  Officer  of  a  Finance Party
               effectually  discharges  the  payer  from:

               (1)  subject  to  clause  7.8,  any  future  liability to pay the
                    amount  specified  in  the  receipt;  and

               (2)  being  concerned  to  see  to  the  application of, or being
                    answerable or accountable for any loss or misapplication of,
                    the  amount  specified  in  the  receipt.

     3.5  AMOUNTS  PAYABLE  ON  DEMAND

          If  an amount payable under a Transaction Document is not expressed to
          be  payable  on  a  specified  date,  that  amount  is payable by each
          Guarantor  on  demand  by  a  Finance  Party.


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4    INTEREST ON OVERDUE AMOUNTS

     4.1  PAYMENT  OF  INTEREST

          Each  Guarantor  must  pay  interest on any of the Guaranteed Money on
          which  interest is not already being accrued or paid by the Company or
          any other Transaction Party under a Transaction Document, from when it
          becomes  due  for  payment under the Transaction Documents until it is
          paid.

     4.2  ACCRUAL  OF  INTEREST

          Interest  payable  under  clause  4.1:

          (a)  accrues  daily  from and including the due date for payment up to
               the  actual  date  of  payment,  before and, as an additional and
               independent  obligation,  after  judgment or any other thing into
               which  the liability to pay the Secured Money becomes merged; and

          (b)  may  be  capitalised  by  the  Agent  at  30  day  intervals.

     4.3  RATE  OF  INTEREST

          The rate of interest payable to a Finance Party under this clause 4 on
          any  part  of  the  Guaranteed  Money  is  the  higher  of:

          (a)  the  aggregate  of  LIBOR  from  time  to  time  and  6.0%;  and

          (b)  the  rate  fixed  or  payable  under  a  judgment  or other thing
               referred  to  in  clause  4.2(a).

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5    UNDERTAKINGS, CONSENTS AND ACKNOWLEDGMENTS

     5.1  AMOUNT OF THE GUARANTEED MONEY

          (a)  This  deed  applies to the present and future amount from time to
               time  of  the  Guaranteed  Money.

          (b)  The  obligations  of the Guarantors under this deed extend to any
               Guaranteed  Money and any increase in the Guaranteed Money either
               of  which  arise  as  a  result  of:

               (1)  any  Transaction  Document;  or

               (2)  any  amendment,  supplement,  renewal  or replacement of any
                    Transaction  Document;  or

               (3)  the  occurrence  of  any  other  thing.

          (c)  Clause  5.1(b):

               (1)  applies regardless of whether any Guarantor is aware of, has
                    consented  to  or is given notice of anything referred to in
                    clause  5.1(b);  and

               (2)  does  not  limit the obligations of any Guarantor under this
                    deed.


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     5.2  PROOF  BY  FINANCE  PARTIES

          In  the event of the liquidation of the Company or a Transaction Party
          or  any  Surety, each Guarantor authorises each Finance Party to prove
          for all moneys which the Guarantor has paid or is or may be obliged to
          pay under any Transaction Document, any other document or agreement or
          otherwise  in  respect  of  the  Guaranteed  Money.

     5.3  TERM  OF  UNDERTAKINGS

          Each  undertaking  of  a  Guarantor in this clause 5 continues in full
          force  and  effect, until the Agent (on behalf of itself and RMBI) has
          released  that  Guarantor  under  clause  9  of  this  deed.

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6    INDEMNITIES

     6.1  GENERAL  INDEMNITY

          (a)  The  Guarantors  indemnify  the  Agent,  RMBI and any Receiver or
               Attorney  against  any claim, action, damage, loss, cost, charge,
               expense, outgoing or payment which the Agent, RMBI, a Receiver or
               an Attorney pays, suffers or incurs, or is liable for, in respect
               of  any  of  the  following:

               (1)  any  failure  by the Company or any Transaction Party to pay
                    any  of  the  Guaranteed  Money when due or in the manner or
                    currency  in  which  it  was  required  to  be  paid;

               (2)  any  failure  of the Company or any Transaction Party or any
                    Guarantor  or any other person to observe, perform or comply
                    with  any provision of any Transaction Document or any other
                    document  or  agreement  between any one or more Transaction
                    Parties  and  a  Finance  Party;

               (3)  any  fact  or  circumstance  not  being  as  represented  or
                    warranted  to  the  Agent  or  RMBI  by  the  Company or the
                    Guarantors  or  any  Transaction  Party;

               (4)  the  occurrence  of  any  Default;  and

               (5)  the  Agent, RMBI, Receiver or Attorney exercising its Powers
                    consequent  on  or  arising  out  of  the  occurrence of any
                    Default.

          (b)  Without  limitation  to the indemnity contained in clause 6.1(a),
               that  indemnity  includes  the  amount determined by the Agent or
               RMBI  as  being  incurred  by  reason  of  the  liquidation  or
               re-employment  of  deposits or other funds acquired or contracted
               for by the Agent or RMBI to fund or maintain the Guaranteed Money
               and  includes,  but  is  not  limited  to,  loss  of  margin.

     6.2  INDEMNITY  FOR  AVOIDANCE  OF  GUARANTEED  MONEY

          (a)  If  any  of  the Guaranteed Money (or money which would have been
               Guaranteed Money had it not been irrecoverable) are irrecoverable
               by  the  Agent  or  RMBI:


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               (1)  from  the  Company  or  a  Transaction  Party;  or

               (2)  from  any  Guarantor  on  the  footing  of  a  guarantee,

               the  Guarantors  indemnify  the Agent and RMBI against any claim,
               action,  damage, loss, liability, cost, charge, expense, outgoing
               or  payment  suffered,  paid  or incurred by the Agent or RMBI in
               relation  to  the  non-payment  of  that  money.

          (b)  Clause  6.2(a)  applies  to  the Guaranteed Money (or money which
               would  have  been Guaranteed Money had it not been irrecoverable)
               which  is  or  may  be  irrecoverable  irrespective  of  whether:

               (1)  it  is  or  may  be  irrecoverable  by  reason  of any event
                    described  in  clause  7.10;

               (2)  it is or may be irrecoverable by reason of any other fact or
                    circumstance  whatsoever;

               (3)  the  transactions  or any of them relating to that money are
                    void  or  illegal or avoided or otherwise unenforceable; and

               (4)  any  matters  relating to the Guaranteed Money are or should
                    have  been  within  the  knowledge  of  the  Agent  or RMBI.

     6.3  FOREIGN  CURRENCY  INDEMNITY

          (a)  If,  at  any  time:

               (1)  the  Agent  or  RMBI  receives  or  recovers any part of the
                    Guaranteed  Money or any amount payable by a Guarantor under
                    this  deed  for  any  reason  including, but not limited to:

                    (A)  any  judgment  or  order  of  any  Governmental Agency;

                    (B)  any  breach  of  any  Transaction  Document;

                    (C)  the  liquidation of the Company, any Transaction Party,
                         any  Guarantor  or  any Surety or any proof or claim in
                         that  liquidation;  or

                    (D)  any  other  thing  into  which  the  obligations of the
                         Company, any Transaction Party, Guarantor or Surety may
                         have  become  merged;  and

               (2)  the  Payment  Currency  is  not  the  Relevant  Currency,

               the Guarantors indemnify the Agent and RMBI against any shortfall
               between  the  amount  payable  in  the  Relevant Currency and the
               amount  actually received or recovered by the Agent or RMBI after
               the  Payment  Currency is converted into the Relevant Currency in
               accordance  with  clause  6.3(b).

          (b)  In  making any currency conversion under clause 6.3(a), the Agent
               or  RMBI  may itself or through its bankers purchase one currency
               with  another,  whether  or not through an intermediate currency,
               whether  spot  or  forward,  in the manner and amounts and at the
               times  it  thinks  fit.


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     6.4  INDEMNITY  PAYMENT

          (a)  The  Guarantors  must  pay  to  the  Agent  or RMBI on demand all
               amounts owing to the Agent or RMBI under any indemnity under this
               deed.

          (b)  A  certificate  signed  by  an Authorised Officer of the Agent or
               RMBI  stating  the amount owing to the Agent or RMBI (as the case
               may  be)  under  any  indemnity  under  this  deed is prima facie
               evidence  of that amount as at the date stated on the certificate
               or  failing  that  as  at  the  date  of  that  certificate.

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7    SAVING  PROVISIONS

     7.1  NO  MERGER  OF  SECURITY

          (a)  Nothing  in  this  deed  merges  with,  extinguishes,  postpones,
               lessens  or  otherwise  prejudicially  affects or is affected by:

               (1)  any  Transaction  Document;

               (2)  any  other  document  or  agreement;  or

               (3)  any  Power,

               notwithstanding  any  rule  of  law  or  equity  or any statutory
               provision  to  the  contrary.

          (b)  Nothing  referred  to  in  clause 7.1(a) in any way prejudicially
               affects  any  Power  under  this  deed.

     7.2  EXCLUSION  OF  MORATORIUM

          To  the  extent  not  excluded  by law, a provision of any legislation
          which  at  any  time  directly  or  indirectly:

          (a)  lessens  or otherwise varies or affects in favour of a Guarantor,
               the  Company,  a  Transaction  Party  or  a  Surety  any  of  its
               obligations  under  any  provision of this deed or any Collateral
               Security;  or

          (b)  stays,  postpones  or otherwise prevents or prejudicially affects
               the  exercise  by  the  Agent  or  RMBI  of  any  Power,

          is  negatived  and excluded from this deed and any Collateral Security
          and all relief and protection conferred on any Guarantor, the Company,
          a  Transaction  Party or a Surety by or under that legislation is also
          negatived  and  excluded.

     7.3  CONFLICT

          Where  any  right, power, authority, discretion or remedy of the Agent
          or  RMBI  under  this  deed or any Collateral Security is inconsistent
          with  the  powers  conferred by applicable law then, to the extent not
          prohibited  by  that  law,  the powers conferred by applicable law are
          regarded  as  negatived  or varied to the extent of the inconsistency.


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     7.4  CONSENT  OF  FINANCE  PARTIES

          Whenever  the  doing  of  any thing by a Guarantor is dependent on the
          consent  or  approval  of the Agent or RMBI, the Agent or RMBI (as the
          case may be) may withhold consent or approval or give it conditionally
          or  unconditionally in its absolute discretion unless expressly stated
          otherwise  in  a Transaction Document. Any conditions must be complied
          with  by  the  relevant  Guarantor.

     7.5  NON-EXERCISE  OF  A  GUARANTOR'S  RIGHTS

          A  Guarantor must not exercise any right it may have inconsistent with
          a  Transaction  Document.

     7.6  PRINCIPAL  OBLIGATION

          This  deed  and  each  Collateral  Security  is:

          (a)  a  principal obligation and is not ancillary or collateral to any
               Encumbrance  (other  than  another  Collateral Security) or other
               obligation  however  created;  and

          (b)  independent  of  and unaffected by any other Encumbrance or other
               obligation  however  created  which the Agent or RMBI may hold at
               any  time  in  respect  of  the  Guaranteed  Money.

     7.7  NO  OBLIGATION  TO  MARSHAL

          Neither  the  Agent  nor  RMBI is required to marshal or to enforce or
          apply  under  or  appropriate,  recover  or  exercise:

          (a)  any  Encumbrance,  Surety  Obligation  or  Collateral Security or
               other  document  or  agreement held, at any time, by the Agent or
               RMBI;  or

          (b)  any money or asset which the Agent or RMBI, at any time, holds or
               is  entitled  to  receive.

     7.8  NON-AVOIDANCE

          If  any  payment  by  a  Guarantor to the Agent or RMBI is at any time
          avoided  for  any  reason  including,  but  not  limited to, any legal
          limitation, disability or incapacity of or affecting that Guarantor or
          any  other  thing,  and  whether  or  not:

          (a)  any  transaction  relating  to  the Guaranteed Money was illegal,
               void  or  substantially  avoided;  or

          (b)  any  thing  was or ought to have been within the knowledge of the
               Agent  or  RMBI,

          that  Guarantor:

          (c)  as  an  additional,  separate  and  independent  obligation,
               indemnifies  the Agent and RMBI against that avoided payment; and

          (d)  acknowledges that any liability of that Guarantor under this deed
               and  the  Powers  of  the  Agent and RMBI are the same as if that
               payment  had  not  been  made.


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     7.9  CONTINUING  GUARANTEE  AND  INDEMNITIES

          (a)  The  guarantee  and  each  indemnity  contained  in this deed are
               continuing  obligations  of  each  Guarantor,  despite:

               (1)  any  settlement  of  account;  or

               (2)  the  occurrence  of  any  other  thing,

               and  remain  in  full  force  and  effect  until:

               (3)  all  of  the  Guaranteed  Money  and  all other money owing,
                    contingently  or  otherwise,  under  any  of the Transaction
                    Documents,  have  been  finally  paid  in  full;

               (4)  each  Security  has  been  fully  and finally discharged; or

               (5)  this  deed  has,  in  respect of any particular Guarantor or
                    Guarantors,  been  finally  discharged  by  the  Agent under
                    clause  9.

          (b)  The  guarantee  and  each  indemnity  contained  in this deed are
               additional,  separate  and  independent  obligations  of  each
               Guarantor  and neither the guarantee nor any indemnity limits the
               generality  of  the  guarantee  or  any  other  indemnity.

          (c)  The  guarantee  and each indemnity contained in this deed survive
               the  termination  of  any  Transaction  Document.

          (d)  Each  Guarantor  waives  any  right it has of first requiring the
               Agent or RMBI to commence proceedings or enforce any other rights
               against the Company or any person before claiming from any one or
               more  Guarantors  under  this  guarantee  and  indemnity.

          (e)  It  is  not  necessary  for the Agent or RMBI to incur expense or
               make  payment  before enforcing a right of indemnity conferred by
               this  guarantee  and  indemnity.

     7.10 UNCONDITIONAL  NATURE  OF  OBLIGATIONS

          (a)  The  Transaction  Documents and the obligations of the Guarantors
               under  the  Transaction Documents are not released, discharged or
               otherwise affected by anything which but for this provision might
               have  that  effect,  including,  but  not  limited  to:

               (1)  the grant to the Company, a Transaction Party, Surety or any
                    other  person  of  any  time, waiver, covenant not to sue or
                    other  indulgence;

               (2)  the  release  (including,  but  not limited to, a release as
                    part  of  any  novation)  or  discharge  of  the  Company, a
                    Transaction  Party,  any  Surety  or  any  other  person;

               (3)  the  cessation  of  the obligations, in whole or in part, of
                    any  the  Company,  a Transaction Party, Surety or any other
                    person  under any Transaction Document or any other document
                    or  agreement;

               (4)  the  liquidation of the Company, a Transaction Party, Surety
                    or  any  other  person;


--------------------------------------------------------------------------------
                                                                         page 10
<PAGE>
               (5)  any  arrangement,  composition or compromise entered into by
                    the Agent, RMBI, the Company, a Transaction Party, Surety or
                    any  other  person;

               (6)  any  Transaction Document or any other document or agreement
                    being  in whole or in part illegal, void, voidable, avoided,
                    unenforceable  or  otherwise  of  limited  force  or effect;

               (7)  any  extinguishment,  failure,  loss,  release,  discharge,
                    abandonment,  impairment,  compound,  composition  or
                    compromise, in whole or in part, of any Transaction Document
                    or  any  other  document  or  agreement;

               (8)  any  Collateral Security being given to the Agent or RMBI by
                    the  Company,  a  Transaction  Party,  Surety  or  any other
                    person;

               (9)  any alteration, amendment, variation, supplement, renewal or
                    replacement  of  any  Transaction  Document  or  any  other
                    document  or  agreement;

               (10) any  moratorium  or  other  suspension  of  any  Power;

               (11) the  Agent,  RMBI,  the  Receiver  or Attorney exercising or
                    enforcing,  delaying  or  refraining  from  exercising  or
                    enforcing,  or  being  not entitled or unable to exercise or
                    enforce,  any  Power;

               (12) the  Agent or RMBI obtaining a judgment against the Company,
                    a  Transaction  Party,  Surety  or  any other person for the
                    payment  of  any  of  the  Guaranteed  Money;

               (13) any  transaction,  agreement  or  arrangement  that may take
                    place  with  the  Agent,  RMBI,  the  Company, a Transaction
                    Party,  Surety  or  any  other  person;

               (14) any  payment  to  the  Agent,  RMBI,  Receiver  or Attorney,
                    including  any  payment  which at the payment date or at any
                    time  after  the  payment  date  is,  in  whole  or in part,
                    illegal,  void,  voidable,  avoided  or  unenforceable;

               (15) any  failure  to  give  effective  notice  to the Company, a
                    Transaction Party, Surety or any other person of any default
                    under  any  Transaction  Document  or  any other document or
                    agreement;

               (16) any  legal  limitation,  disability  or  incapacity  of  the
                    Company, a Transaction Party, Surety or of any other person;

               (17) any breach of any Transaction Document or any other document
                    or  agreement;

               (18) the acceptance of the repudiation of, or termination of, any
                    Transaction  Document  or  any  other document or agreement;

               (19) any  Guaranteed  Money  being  irrecoverable for any reason;

               (20) any  disclaimer  by the Company, a Transaction Party, Surety
                    or any other person of any Transaction Document or any other
                    document  or  agreement;


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                                                                         page 11
<PAGE>
               (21) any  assignment,  novation,  assumption  or  transfer of, or
                    other  dealing  with,  any  Powers  or  any  other rights or
                    obligations  under  any  Transaction  Document  or any other
                    document  or  agreement;

               (22) any  prejudice  (including,  but  not  limited  to, material
                    prejudice)  to  any  person  as  a  result  of:

                    (A)  any  thing  done,  or  omitted  by the Agent, RMBI, the
                         Company,  a  Transaction  Party,  Surety  or  any other
                         person;

                    (B)  the  Agent,  RMBI,  the Receiver, Attorney or any other
                         person selling or realising any property the subject of
                         a  Collateral  Security  at  less  than the best price;

                    (C)  any  failure  or  neglect  by  the  Agent,  RMBI,  the
                         Receiver,  Attorney  or any other person to recover the
                         Guaranteed  Money  from  the  Company  or a Transaction
                         Party or by the realisation of any property the subject
                         of  a  Collateral  Security;  or

                    (D)  any  other  thing;

               (23) the  receipt  by  the  Agent  or  RMBI,  of  any  dividend,
                    distribution or other payment in respect of any liquidation;

               (24) any  increase  in the financial accommodation provided to or
                    indebtedness  incurred by the Company or a Transaction Party
                    for  any  reason;  and

               (25) any other act, omission, matter or thing whatsoever, whether
                    negligent  or  not.

          (b)  Clause  7.10(a)  applies  irrespective  of:

               (1)  the consent or knowledge or lack of consent or knowledge, of
                    the Agent, RMBI, the Company, a Transaction Party, Surety or
                    any  other  person of any event described in clause 7.10(a);
                    or

               (2)  any  rule  of  law  or  equity  to  the  contrary.

--------------------------------------------------------------------------------

8    SUSPENSION  OF  GUARANTORS'  RIGHTS

     8.1  SUSPENSION  OF  GUARANTORS'  RIGHTS

          As  long  as  the  Guaranteed  Money or other money payable under this
          guarantee  and  indemnity  remains unpaid, a Guarantor may not without
          the  consent  of  the  Agent;

          (a)  in reduction of its liability under this guarantee and indemnity,
               exercise  or attempt to exercise any right of set-off against the
               Agent  or  RMBI;  or

          (b)  make  a  claim or enforce a right (including, without limitation,
               an  Encumbrance)  against  any  other  Guarantor or against their
               estate  or  property;

          (c)  prove in competition with the Agent or RMBI in the liquidation of
               any  other  Guarantor  whether  in respect of an amount paid by a
               Guarantor


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                                                                         page 12
<PAGE>
               under  this guarantee and indemnity, in respect of another amount
               (including  the  proceeds of an Encumbrance) applied by the Agent
               or  RMBI  in  reduction  of  a  Guarantor's  liability under this
               guarantee  and  indemnity,  or  otherwise;  or

          (d)  claim  to  be  entitled  by  way  of  contribution,  indemnity,
               subrogation,  marshalling  or  otherwise  to  the  benefit  of an
               Encumbrance  or  guarantee  or  a share in it now or subsequently
               held  for  the Guaranteed Money or other money payable under this
               guarantee  and  indemnity.

     8.2  RMBI'S  RIGHT  TO  PROVE

          (a)  Each Guarantor irrevocably appoints the Agent and each Authorised
               Officer  of  the  Agent  severally  as  its  attorneys.

          (b)  Each  attorney may at any time after a Default has occurred which
               is  continuing:

               (1)  in  the  name  of each Guarantor or the attorney do anything
                    which  the  Guarantor may lawfully do to exercise a right of
                    proof  of  the  Guarantor  following  the liquidation of any
                    other  Guarantor  in  connection with a matter not connected
                    with its rights as Guarantor (including, without limitation,
                    executing  deeds  and  instituting, conducting and defending
                    legal  proceedings and receiving any dividend arising out of
                    that  right);  and

               (2)  delegate  its  powers  (including,  without limitation, this
                    power  of  delegation)  to any person for any period and may
                    revoke  a  delegation;  and

               (3)  exercise  or  concur  in  exercising  its powers even if the
                    attorney  has  a conflict of duty in exercising its power or
                    has  a direct or personal interest in the means or result of
                    that  exercise  of  power.

          (c)  Each  Guarantor  agrees to ratify anything done by an attorney or
               its  delegate  in  accordance  with  clause  8.2(b).

          (d)  The Guarantors may not exercise the right of proof referred to in
               clause  8.2(b)  independently  of  the  attorney.

          (e)  The  attorney  need  not  account to a Guarantor for any dividend
               received  on  the exercise of that right of proof until the Agent
               and RMBI have received all of the Guaranteed Money and all of the
               other  money  payable  under  this  guarantee  and  indemnity.

--------------------------------------------------------------------------------

9    DISCHARGE  AND  RELEASE

     9.1  TERMINATION  BY  GUARANTORS

          The  Guarantors  may not terminate this deed by notice to the Agent or
          RMBI  or  otherwise.


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                                                                         page 13
<PAGE>
     9.2  DISCHARGE  AND  RELEASE

          (a)  Subject  to  clauses  9.1,  9.2(b)  and  7.9(a), and provided the
               Guaranteed  Money  has  been  irrevocably  paid  in  full and all
               obligations  guaranteed  under  this  deed have been performed in
               full,  the Agent may on behalf of itself and RMBI, at the request
               and  cost  of  the  relevant  Guarantor,  discharge  or release a
               Guarantor  by  written  instrument  signed  by  the  Agent.

          (b)  Any  discharge  or  release  referred to in clause 9.2(a) and any
               composition  or  arrangement  which the Guarantor may effect with
               the  Agent  and  RMBI  will  be  deemed to be made subject to the
               condition  that  it  will  be void if any payment, performance or
               security which the Agent or RMBI has received or may receive from
               any  person  in  respect of the Guaranteed Money or in respect of
               the  other  obligations  guaranteed under this deed is set aside,
               refunded  or  reduced  under any applicable law or proves to have
               been  invalid.  If  those conditions are satisfied, the Agent and
               RMBI will be entitled to recover from the Guarantor on demand the
               value  of  that security or the amount of that payment, as if the
               discharge,  release,  composition  or  arrangement  had  not been
               affected.

--------------------------------------------------------------------------------

10   GENERAL

     10.1 GUARANTORS  TO  BEAR  COST

          Any  thing  which must be done by a Guarantor under this deed, whether
          or  not at the request of the Agent or RMBI, is to be done at the cost
          of  the  Guarantors.

     10.2 NOTICES

          Any  notice  or other communication including, but not limited to, any
          request,  demand,  consent  or  approval,  to  or  by  a  party to any
          Security:

          (a)  must  be  in legible writing and in English addressed as follows:

               (1)  if  to  a  Finance  Party:

                         Address:  Level 3
                                   One Mitre Square
                                   London  EC3A  5AN
                                   United  Kingdom

                         Attention:  Mr Michael Schonfeld

                         Facsimile:  + 44 207 626 9041;

               (2)  if  to  a  Guarantor:

                         Address:  7000 Independence Parkway
                                   Suite 160 #135
                                   Plano, Texas
                                   United States of America

                         Attention: Mr Toby Mancuso

                         Facsimile: + 1 972 208 2155,


--------------------------------------------------------------------------------
                                                                         page 14
<PAGE>
               or as specified by any party to the sender by notice from time to
               time;

          (b)  must  be signed by an Authorised Officer or under the common seal
               of  the  sender;

          (c)  is  regarded  as  being  given  by the sender and received by the
               addressee:

               (1)  if  by  delivery in person, when delivered to the addressee;

               (2)  if  by  post within the United States of America, 3 Business
                    Days  from  and  including the date of postage or if by post
                    from  1  country  to  another,  10  Business  Days  from and
                    including  the  date  of  postage;  or

               (3)  if  by  facsimile  transmission,  whether  or  not  legibly
                    received,  on  receipt  of  a transmission report confirming
                    successful  transmission  without  error  or  omission,

               but  if  the  delivery  or  receipt  is  on  a day which is not a
               Business  Day  or  is  after  4.00  pm  (addressee's  time) it is
               regarded  as  received  at  9.00  am  (addressee's  time)  on the
               following  Business  Day;  and

          (d)  can be relied on by the addressee and the addressee is not liable
               to  another  person  for the consequences of that reliance if the
               addressee  believes  it  to be genuine, correct and authorised by
               the  sender.

     10.3 GOVERNING  LAW  AND  JURISDICTION

          (a)  This  deed  is  governed  by  the  laws of the State of Colorado.

          (b)  Each  Guarantor  irrevocably  submits  to  the  non-exclusive
               jurisdiction  of  the  courts  of  the  State  of  Colorado.

          (c)  Each  Guarantor  irrevocably waives any objection to the venue of
               any  legal  process brought or commenced in the State of Colorado
               on the basis that the process has been brought in an inconvenient
               forum.

     10.4 PROHIBITION  AND  ENFORCEABILITY

          (a)  Any  provision  of,  or the application of any provision of, this
               deed  or any Power which is prohibited in any jurisdiction is, in
               that  jurisdiction,  ineffective  only  to  the  extent  of  that
               prohibition.

          (b)  Any  provision  of,  or the application of any provision of, this
               deed  which is void, illegal or unenforceable in any jurisdiction
               does  not affect the validity, legality or enforceability of that
               provision  in  any  other  jurisdiction  or  of  the  remaining
               provisions  in  that  or  any  other  jurisdiction.

     10.5 WAIVERS

          (a)  Waiver  of  a  Power  arising under, or a provision of, this deed
               (including  this  clause),  must  be in writing and signed by the
               party  granting  the  waiver.

          (b)  A  failure  or delay in exercise, or partial exercise, of a Power
               (arising  on  the  occurrence of a Default or otherwise) does not
               operate  as a waiver of that Power or preclude another or further
               exercise  of  that  or  another  Power.


                                                                         page 15
<PAGE>
          (c)  The  variation  of  a  term  of  this deed must be in writing and
               signed  by  the  parties.

     10.6 CUMULATIVE  RIGHTS

          The  Powers  are  cumulative and are not exclusive of any other right,
          power,  authority,  discretion  or  remedy  of the Agent, or RMBI, the
          Receiver  or  Attorney.

     10.7 ATTORNEYS

          Each of the attorneys executing this deed states that the attorney has
          no  notice  of the revocation of the power of attorney appointing that
          attorney.

     10.8 ASSIGNMENT

          (a)  No  Guarantor  may  transfer  or  assign  any  of  its  rights or
               obligations  under this deed without the prior written consent of
               the  Agent.

          (b)  The  Agent  or RMBI may at any time transfer by way of assignment
               all  or  part  of  its rights, benefits or obligations under this
               deed to another person in the manner provided in clause 17 of the
               Facility  Agreement.

          (c)  Each  Guarantor  must do all acts, matters or things which may be
               required  by the Agent or RMBI to enable the benefit of this deed
               to  be transferred by way of assignment or novation in accordance
               with  clause  17  of  the  Facility  Agreement.

     10.9 TIME  OF  ESSENCE

          Time  is  of the essence of this guarantee and indemnity in respect of
          an  obligation  of  a  Guarantor  to  pay  money.

     10.10  COUNTERPARTS

          This  guarantee  and indemnity may consist of a number of counterparts
          and  the  counterparts  taken  together  constitute  one  and the same
          instrument.

     10.11  SERVICE  OF  PROCESS

          Without  preventing  any  other  mode  of  service, any document in an
          action  (including,  without  limitation, any writ of summons or other
          originating process or any third or other party service) may be served
          on  any  party  by  being  delivered  to or left for that party at its
          address  for  service  of  notices  under  clause  10.2.

     10.12  APPLICATION  OF  MONEY

          A  Finance  Party  may  apply  money  paid by a Guarantor or otherwise
          towards  satisfaction  of the Guaranteed Money and other money payable
          under  this  guarantee  and  indemnity  in  the manner provided in the
          Facility Agreement and the other Securities, and in the absence of any
          provision,  as it sees fit. A Finance Party may place to the credit of
          a  suspense  account  for  as  long  as  it  considers desirable money
          received  under  this  guarantee  and  indemnity and need not apply it
          towards  satisfaction  of  the Guaranteed Money or other money payable
          under


                                                                         page 16
<PAGE>
          this  guarantee  and  indemnity  unless  the amount it has received is
          adequate  to  discharge  the  Guaranteed  Money  in  full.





--------------------------------------------------------------------------------
                                                                         page 17
<PAGE>
--------------------------------------------------------------------------------

THE SCHEDULE - GUARANTORS


          1.   Western  Goldfields,  Inc.,  a corporation incorporated under the
               laws  of  Idaho  of  7000  Independence  Parkway, Suite 160 #135,
               Plano,  Texas  75025,  United  States  of  America.

          2.   Calumet  Mining Company, a company incorporated under the laws of
               Idaho  of 7000 Independence Parkway, Suite 160 #135, Plano, Texas
               75025,  United  States  of  America.





--------------------------------------------------------------------------------
                                                                         page 18
<PAGE>
--------------------------------------------------------------------------------

EXECUTED AS A DEED:


EXECUTED AS A DEED on behalf of
RMB RESOURCES LIMITED
by:

/s/ M.L. SCHONFELD                         /s/ ROBERT GRAY
--------------------------------------     ----------------------------------
Secretary/Director                         Director

M.L. SCHONFELD                             ROBERT GRAY
--------------------------------------     ----------------------------------
Name (please print)                        Name (please print)


EXECUTED AS A DEED on behalf of
RMB INTERNATIONAL (DUBLIN) LIMITED
by:

/s/ D. COETZEE                             /s/ S. DUPLESSIS
--------------------------------------     ----------------------------------
Authorised Signatory                       Authorised Signatory

D. COETZEE                                 S. DUPLESSIS
--------------------------------------     ----------------------------------
Name (please print)                        Name (please print)



EXECUTED  AS  A  DEED  for
WESTERN  GOLDFIELDS,  INC.
by:


/s/  John  P.  Ryan
--------------------------------
Signature

Secretary
--------------------------------
Title

John  P.  Ryan
--------------------------------
Name  (please  print)


--------------------------------------------------------------------------------
                                                                          page 1
<PAGE>
EXECUTED  AS  A  DEED  for
CALUMET  MINING  COMPANY
by:


/s/  John  P.  Ryan
--------------------------------
Signature

Secretary
--------------------------------
Title

John  P.  Ryan
--------------------------------
Name  (please  print)





--------------------------------------------------------------------------------
                                                                          page 2
<PAGE>