Exhibit 10.4




RECORDING REQUESTED BY
AND WHEN RECORDED, MAIL TO:
Bruce C. Kirchhoff
Carver & Kirchhoff, LLC
730 17th Street, Suite 340
Denver, Colorado 80202


                  TO BE RECORDED IN IMPERIAL COUNTY, CALIFORNIA

                    MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT
                             AND FINANCING STATEMENT

     A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE.  A POWER OF SALE MAY
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  ALLOW THE MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING
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    TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS
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                                    MORTGAGE.
                                    ---------


     THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT AND FINANCING STATEMENT (the
"Instrument") is dated as of November 7, 2003, from WESTERN MESQUITE MINES,
INC., a corporation organized under the laws of the State of Nevada and having
an address of 7000 Independence Parkway, Suite 160 #135, Plano, Texas 75025
("Grantor"), to  RMB INTERNATIONAL (DUBLIN) LIMITED, a corporation organized
under the laws of the Republic of Ireland and having an address of 28 Shelbourne
Road, Ballsbridge, Dublin 4 Ireland, and its agent, RMB RESOURCES LIMITED, a
corporation organized under the laws of England and having an address of Level
3, One Mitre Square, London EC3A 5AN, United Kingdom ("Mortgagee").

     Capitalized terms herein are defined in Article 2.


                                   ARTICLE 1.

                                    RECITALS
                                    --------

     1.1.  THE INDEBTEDNESS.  Grantor is indebted to Mortgagee for the
           ----------------
Indebtedness in the aggregate principal sum of Six Million and No/100 United
States Dollars ($6,000,000.00), as evidenced by the Facility Agreement dated as
of November 5, 2003, between Grantor, Mortgagee, and Western Goldfields, Inc.
and Calumet Mining Company as Guarantors.


<PAGE>
     1.2.  OBLIGATIONS SECURED.  This Instrument secures (a) the full and
           -------------------
punctual payment of the Indebtedness according to the terms of the Facility
Agreement, (b) the payment of all sums due to Mortgagee according to the terms
of any of the Transaction Documents, and (c) the performance of, and compliance
with, all of the obligations of the Grantor (express or implied) contained in
the Transaction Documents.


                                   ARTICLE 2.

                                   DEFINITIONS
                                   -----------

Whenever capitalized in this Instrument, the following terms shall have the
meaning given in this Article 2. All defined terms used but not otherwise
defined herein shall have the meanings ascribed to them under the other
Transaction Documents.

     2.1.  COLLATERAL.  "Collateral" has the meaning given in Section 3.6.
           ----------

     2.2.  CONTRACT.  "Contract" means each contract which purports to convey
           --------
any interest of Grantor in any portion of the Collateral and includes leases,
equipment leases, subleases and assignments of leases.

     2.3.  CONTROLLING PARTY.  "Controlling Party" means any Person, directly or
           -----------------
indirectly, possessing the power to direct or cause the direction of the
management and policies of Grantor, whether through the ownership or control of
voting securities or rights, by contract or otherwise.

     2.4.  DEFAULT.  "Default" means: (a) the failure of Grantor to perform,
           -------
cause to be performed, abide by, comply with, or observe any duty or obligation
imposed upon Grantor by the Transaction Documents; (b) the breach of any of
Grantor's representations, warranties or covenants contained in any of the
Transaction Documents; (c) a misrepresentation by Grantor, its counsel, or any
other Person on behalf of Grantor, in any of the Transaction Documents; or (d)
any event, happening, or condition which would constitute a Default if not cured
within any applicable grace period, whether pursuant to Section 9.1 below, or
pursuant to Section 12 of the Facility Agreement, or pursuant to any of the
other Transaction Documents.

     2.5.  DEPOSIT ACCOUNT CONTROL AGREEMENT.  "Deposit Account Control
           ---------------------------------
Agreement" means that certain Deposit Account Control Agreement entered into
between Mortgagee, Grantor, and Baker Boyer National Bank, dated as of November
5, 2003.

     2.6.  ENCUMBRANCES.  "Encumbrances" includes all liens, mortgages, rights,
           ------------
leases, restrictions, easements, deeds of trust, covenants, agreements, rights
of way, rights of redemption, security interests, conditional sales agreements,
land installment contracts, options, and all other burdens or charges.

     2.7.  GRANTOR.  "Grantor" means the party identified as such in the
           -------
introductory paragraph of this Instrument, its successors and assigns, including
any subsequent owner of all or


<PAGE>
any portion of Grantor's interest in the Collateral. The original Grantor's
address is 7000 Independence Parkway, Suite 160 #135, Plano, Texas 75025.

     2.8.  HAZARDOUS MATERIAL.  "Hazardous Material" means (i) any hazardous or
           ------------------
toxic substance, material or waste, including, but not limited to, those
substances, materials, and wastes listed in the United State Department of
Transportation Hazardous Materials Table (49 CFR 172.101) or listed by the
Environmental Protection Agency as hazardous substances (40 CFR Part 302) and
amendments thereto and replacements thereof; or (ii) such substances, materials
or wastes as are regulated by any Hazardous Material Law; (iii) such hazardous
or toxic substances, materials or wastes, pollutant, contaminant or other
materials that are now or may become regulated under any other applicable
county, municipal, state or federal Law, rule, ordinance, direction, or
regulation; (iv) any radioactive material, including any source, special nuclear
or by-product material as defined at 42 U.S.C. Sec. 2011 et seq., as amended;
and (v) asbestos.

     2.9.  HAZARDOUS MATERIAL LAW(S).  "Hazardous Material Law(s)" means any and
           -------------------------
all present and future Laws (whether common or statutory), compacts, treaties,
conventions, rules, regulations, codes, plans, requirements, criteria,
standards, orders, decrees, judgments, injunctions, notices of violation,
notices or demand letters issued, promulgated or entered thereunder by any
federal, tribal, state or local governmental entity relating to public or
employee health and safety, pollution or protection of the environment,
including without limitation, the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended by the Superfund Amendment
and Reauthorization Act of 1986 ("CERCLA"), the Resource Conservation and
Recovery Act ("RCRA"), the Federal Safe Drinking Water Act, the Federal Water
Pollution Control Act, the Used Oil Recycling Act of 1980, the Solid Waste
Disposal Act, the Emergency Planning and Community Right-to-Know Act of 1986,
the Clean Air Act, any state counterparts of any of these federal statutes, and
any and all other federal, state, tribal and local Laws, rules, regulations and
orders relating to reclamation of land, wetlands and waterways or relating to
use, storage, emissions, discharges, clean-up, releases or threatened releases
of pollutants, contaminants, chemicals or industrial, toxic or Hazardous
Materials on or into the workplace or the environment (including without
limitation ambient air, oceans, waterways, wetlands, surface water, ground water
(tributary and nontributary), land surface or subsurface strata) or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transportation or handling of pollutants, contaminants, chemicals or
industrial, toxic, hazardous or similar substances, as all of the foregoing may
be amended, supplemented and reauthorized from time to time.

     2.10.  INDEBTEDNESS.  "Indebtedness" means the indebtedness of the Grantor
            ------------
to the Mortgagee in the original, aggregate principal amount of Six Million and
No/100 United States Dollars ($6,000,000.00) as evidenced by the Facility
Agreement, all interest due thereon, and any other present or future obligations
of any type and in any amount owed by the Grantor to the Mortgagee on account of
the terms of any of the Transaction Documents.

     2.11.  INSTRUMENT.  "Instrument" means this Instrument, including all
            ----------
current and future supplements, amendments, and attachments thereto.


<PAGE>
     2.12.  INTERESTS.  "Interests" has the meaning given in Section 3.1.
            ---------

     2.13.  LAW.  "Law" means all federal, state, county, and municipal laws,
            ---
regulations, rules, and ordinances, and all rules, regulations and orders of any
other governmental authority including common law and rulings, decisions and
interpretations of all judicial, quasi-judicial, and administrative bodies.

     2.14.  LEGAL ACTION.  "Legal Action" includes all suits or other
            ------------
proceedings brought at law or in equity or before any administrative agency,
governmental body, or arbitrator which in any manner relate to the Collateral or
arise out of or relate to any of the Transaction Documents.

     2.15.  MORTGAGEE.  "Mortgagee" means that party identified as such by the
            ---------
introductory paragraph of this Instrument, and each of its successors and
assigns.  For purposes of notices and any other communications which may be
necessary or desirable hereunder, RMB Resources Limited shall be the authorized
representative of the Mortgagee.

     2.16.  OPERATE.  "Operate" means to operate, use, manage, lease, contract,
            -------
and control, including the right to repair, renew, replace, alter, add, better,
and improve.

     2.17.  PERMITTED ENCUMBRANCES.  "Permitted Encumbrances" means this
            ----------------------
Instrument and all Encumbrances as to which Mortgagee has given its prior
written approval, liens arising for real estate taxes or any other applicable
public charges not yet due and payable, liens being contested as permitted
herein, rights-of-way and easements over, under and across the Interests which
are of record in Imperial County, California, on the date of this Instrument,
and Contracts not in violation of Section 7.4.

     2.18.  PERSON.  "Person" means any individual, corporation, partnership,
            ------
association, trust, joint venture, or any other legal entity.

     2.19.  PLEDGE AGREEMENT.  "Pledge Agreement" means that certain Pledge
            ----------------
Agreement entered into between Western Goldfields, Inc. and Mortgagee, dated as
of November 5, 2003.

     2.20.  PRECIOUS METALS.  "Precious Metals" has the meaning given in Section
            ---------------
3.1.

     2.21.  REVENUES.  "Revenues" includes all rents, profits, royalties,
            --------
issues, revenues, income, proceeds, earnings, and products generated by or
arising out of the Collateral.

     2.22.  RISK.  "Risk" includes risk of loss or damage by fire, lightning,
            ----
windstorm, hail, explosion, riot, riot attending a strike, civil strife, civil
commotion, aircraft, vehicles, smoke, vandalism, malicious mischief, boiler
explosion, and any other risk customarily insured against by persons operating
property similar in kind to the Collateral.

     2.23.  SECURITY AGREEMENT.  "Security Agreement" means that certain
            ------------------
Security Agreement entered into between Grantor, Western Goldfields, Inc. and
Mortgagee, dated as of November 5, 2003.


<PAGE>
     2.24.  TAKING.  "Taking" includes any taking by condemnation or eminent
            ------
domain, any sale in lieu of condemnation under threat thereof, or any other
injury to or decrease in the value of the Collateral by any public or
quasi-public authority or corporation or any other person having the power of
eminent domain.

     2.25.  TAXES.  "Taxes" includes all taxes, excises, documentary fee and
            -----
transfer taxes, recording taxes, assessments, water rents, sewer rents, special
district charges, sanitary district charges, social security, unemployment,
disability, retirement and similar payments and contributions, public dues, and
other public charges levied or assessed upon the Collateral, upon the
Indebtedness, upon any Indebtedness Document, or upon the Grantor or Mortgagee
because of the interests of any of them in or their development or production of
the Collateral.

     2.26.  TRANSACTION DOCUMENTS.  "Transaction Documents" means this
            ---------------------
Instrument, the Facility Agreement, the Security Agreement, the Deposit Account
Control Agreement, the Pledge Agreement, any and all financing statements, and
any and all certificates, opinions, assignments and other documents executed in
connection herewith or therewith, and all current and future supplements,
amendments, and attachments hereto or thereto.

     2.27.  UNIFORM COMMERCIAL CODE.  "Uniform Commercial Code" means the
            -----------------------
Colorado Uniform Commercial Code, as presently enacted, amended or reenacted.


                                   ARTICLE 3.

                                GRANTING CLAUSES
                                ----------------

The Grantor, in consideration of the Indebtedness and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
mortgages, grants, assigns, bargains, sells, transfers, pledges, warrants and
conveys to the Mortgagee with power of sale all of the following described
property, located in Imperial County, California (the "County"), including
without limitation the property set forth in Exhibit A:

     3.1.  PRECIOUS METALS.  (a)  All right, title and interest of Grantor in
           ---------------
and to all of the mineral estates, leasehold estates, mining leases, surface
leases, licenses, subleases, sublicenses, royalty interests, overriding royalty
interests, production payment interests, net profit interests, net smelter
return interests, joint venture agreements, leach pads, solution ponds, ores,
and any other interests described in Exhibit A hereto, covering or relating to
all or any part of the land described either in Exhibit A hereto or in the
documents recorded as described in Exhibit A hereto or covering or relating to
any real property relating to the Collateral and covered by any agreement to
which such interests or any other estate, property right or other interest
constituting a part of the Collateral is now or hereafter subject, whether now
owned or hereafter acquired, and whether such interests be correctly described
therein or not (which interests of Grantor shall, for all purposes of this
Instrument, be deemed to include without limitation any interest now owned or
hereafter acquired by Grantor in any extension, renewal or replacement of any of
the leases or other interests described in Exhibit A hereto) (collectively the
"Interests");


<PAGE>
(b)  All of the inventory, including without limitation all work-in-progress,
materials and supplies inventories, all product inventories, and all ore,
leachate, pregnant leach solutions, carbon, gold-loaded carbon, gold-loaded
stripping solutions, gold-containing sludges, gold or other products in whatever
form, content, or purity, and all other associated or related substances
("Precious Metals") in, on, under or attributed to any of the Interests;

(c)  All of the as-extracted collateral, including without limitation all
Precious Metals mined and produced from any of the Interests;

(d)  All of the property, plant, machinery, and equipment, and all trade
fixtures, tools, appliances, computers, computer software, office equipment,
furniture, and motor vehicles now or hereafter located in, on, under, affixed or
attributed to or obtained or used in connection with any of the Interests which
are used or purchased for the production, treatment, storage, transportation,
manufacture or sale of Precious Metals;

(e)  All leach pads, solution ponds and pipelines, and any and all of the items
incorporated as part of or attributed or affixed to any of the real property
included in the Interests in such a manner that such items are no longer
personal property under the Law of the state where the property is situate (or
if the property is not situated within the boundaries of any state, then under
applicable Law);

(f)  All flow lines, irrigation and drip lines, water lines, gas lines,
machinery, pipelines, power lines and other goods and equipment, and all of the
personal property and fixtures, as defined under the Law of the state where the
property is situate (or if the property is not situated within the boundaries of
any state, then under applicable Law), now or hereafter located in, on, under,
affixed or attributed to or obtained or used in connection with any of the
Interests which are used or purchased for the production, treatment, storage,
transportation, manufacture or sale of Precious Metals;

(g)  All of the contract rights or rights to the payment of money, insurance
claims and proceeds now owned or hereafter arising in connection with any of the
Interests or the production, treatment, storage, transportation, manufacture or
sale of Precious Metals;

(h)  All of the accounts, deposit accounts, contract rights, commercial tort
claims (whether now existing or arising in the future), technical data and
information (whether economic, geological, geophysical, metallurgical, or
otherwise), and general intangibles including without limitation equipment
leases now or hereafter arising in connection with the Interests (including,
without limitation, the production, treatment, storage, transportation,
manufacture or sale of Precious Metals related to any of the Interests); and

(i)   All of the instruments (including promissory notes, bills of exchange,
stocks, bonds and debentures), chattel paper (whether tangible or electronic),
documents, letters of credit (whether or not evidenced by a writing), letter of
credit rights and supporting obligations, now or hereafter arising in connection
with the Interests (including, without limitation, the production, treatment,
storage, transportation, manufacture or sale of Precious Metals related to any
of the Interests).


<PAGE>
     3.2.  FIXTURES AND PERSONAL PROPERTY.  All of the machines, apparatus,
           ------------------------------
equipment, fixtures, parts and articles of personal property now or hereafter
owned, leased or used by Grantor in relation to Grantor's business, including
without limitation, the leach pads, solution ponds and other Collateral in, on,
under or attributed to any of the Interests, and all the right, title and
interest of the Grantor in and to any of such Collateral which may be subject to
any title retention or security agreement or instrument having priority over
this Instrument.

     3.3.  CONTRACTS AND REVENUES AND OTHER RIGHTS.  (a) All of Grantor's
           ---------------------------------------
interest in all Contracts and Revenues, including, without limitation, all cash
or security deposits to secure performance by any party;

(b)     All of the estate, right, title, use, claim and demand of every nature
whatsoever, at law or in equity, which the Grantor may now have or may hereafter
acquire in and to any of the Collateral; and

(c) All right, title and interest of the Grantor in and to all extensions,
betterments, renewals, substitutes, replacements and proceeds of, and all
additions, accessions, and appurtenances to, any of the Collateral, hereafter
acquired by or released to the Grantor, or constructed, assembled or placed by
or for the Grantor on any of the Collateral, and all conversions of the security
constituted thereby.

     3.4.  INSURANCE POLICIES AND CONDEMNATION AWARDS.  All insurance policies
           ------------------------------------------
and insurance proceeds pertaining to the Collateral including without limitation
reclamation bonds and related instruments, and all awards or payments, including
interest thereon and the right to receive the same, which may be made with
respect to any of the Collateral as a result of any condemnation, taking or any
injury to or decrease in the value of the Collateral, including returned or
unearned insurance premiums on the Collateral, products, and similar
after-acquired property.

     3.5.  ESCROWED FUNDS.  All funds deposited into escrow by Mortgagee and
           --------------
held in escrow by Grantor for any purpose.

     3.6.  THE COLLATERAL.  All of the property described in this Article 3 is
           --------------
collectively called the "Collateral."

     3.7.  SECURITY INTEREST UNDER THE UNIFORM COMMERCIAL CODE.  Any portion of
           ---------------------------------------------------
the Collateral which by law is or may be real property shall be deemed to be a
part of the Collateral for the purposes of this Instrument.  The remainder of
the Collateral shall be subject to the Uniform Commercial Code and this
Instrument shall constitute a Security Agreement with respect thereto.  Grantor
hereby grants to the Mortgagee a security interest in that portion of the
Collateral not deemed a part of any real property for the purpose of securing
performance of all of Grantor's obligations under the Transaction Documents.
With respect to such security interest (a) the Mortgagee may exercise all rights
granted or to be granted a secured party under the Uniform Commercial Code as
well as all other rights and remedies of the Mortgagee and (b) upon the
occurrence of A Default the Mortgagee shall have a right of possession superior
to


<PAGE>
any right of possession of the Grantor or any person claiming by, through or on
behalf of the Grantor.


                                   ARTICLE 4.

                         HABENDUM CLAUSE AND DEFEASANCES
                         -------------------------------

     4.1.  HABENDUM CLAUSE.  The Mortgagee shall have and hold the Collateral
           ---------------
and any and all interest of Grantor therein, for the security and benefit of the
Mortgagee, upon the terms herein set forth.

     4.2.  TERMINATION OF THIS INSTRUMENT.  If all obligations of Grantor under
           ------------------------------
this Instrument and the other Transaction Documents, are paid and satisfied in
accordance with the terms hereof and thereof, Mortgagee shall release this
Instrument.  Grantor shall pay any recordation costs and any other fees
associated with such release.


                                   ARTICLE 5.

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

     5.1.  WARRANTY OF TITLE.  Grantor warrants that at the execution and
           -----------------
delivery of this Instrument, it acquired the Collateral by purchase and is the
lawful owner of all of the Collateral, that it has not caused or permitted any
lien, claim or encumbrance, other than the liens and interests granted and
created hereby, on, in or against the Collateral, and that it has the right and
authority to grant, bargain, sell and convey the Collateral pursuant to the
terms hereof.  Grantor covenants that it will execute such further assurances as
may be requested.  Grantor covenants and warrants that all of the Collateral is
and shall be free and clear of all liens, claims and encumbrances whatever,
including without limitation litigation, investigations, or administrative
proceedings, except for encumbrances more particularly described in Exhibit B,
attached hereto and incorporated herein by this reference.

     5.2.  PURPOSE OF THE INDEBTEDNESS.  The Grantor warrants that the
           ---------------------------
Indebtedness is not a consumer loan or consumer-related loan, but rather is or
shall be for a business or commercial purpose.

     5.3.  EXISTENCE, GOOD STANDING, POWER AND AUTHORITY OF GRANTOR.  Grantor is
           --------------------------------------------------------
a corporation organized under the laws of the State of Idaho, is in good
standing in the State of Idaho, and will maintain its good standing and
existence until all of Grantor's obligations under the Transaction Documents
have been performed and satisfied.  The execution and delivery of the
Transaction Documents, the carrying out of the transactions contemplated by the
Transaction Documents, and the performance of Grantor's obligations under the
Transaction Documents, have been duly authorized by all necessary action and
will not conflict with or result in a breach of Law or any agreement or other
instrument to which Grantor is a party or by which it is bound.


<PAGE>
The Transaction Documents are valid and binding on Grantor and are enforceable
against Grantor in accordance with their respective terms, as applicable.
Grantor has obtained all necessary licenses, permits and approvals and has taken
all necessary actions to operate the Collateral.

     5.4.  ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES.  To the best of
           --------------------------------------------
Grantor's knowledge and to the best of its ability, Grantor represents and
warrants that the Collateral is held and operated in compliance with all
applicable Laws, including all Hazardous Material Laws.


                                   ARTICLE 6.

               COVENANTS, RIGHTS, AND DUTIES OF GRANTOR GENERALLY
               --------------------------------------------------

     6.1.  COVENANT TO PAY INDEBTEDNESS AND TO PERFORM OBLIGATIONS UNDER THE
           -----------------------------------------------------------------
TERMS OF THE TRANSACTION DOCUMENTS.  The Grantor covenants that it will
----------------------------------
punctually (a) pay to the Mortgagee the principal and interest of the
Indebtedness and all other costs, fees, charges and indebtedness secured hereby
according to the terms of the Facility Agreement and other Transaction
Documents, and (b) perform and satisfy all other obligations of the Grantor
under the Transaction Documents.

     6.2.  TAXES AND INSURANCE.  Grantor shall have the obligation to pay all
           -------------------
Taxes, insurance and any other cost or charge incurred because of the ownership
or operation of the Collateral.

     6.3.  STATEMENT OF AMOUNT OWING AND DEFENSES.  Within ten (10) days after
           --------------------------------------
request from the Mortgagee, the Grantor shall certify, in writing, the amount of
principal and interest then owing on the Indebtedness and whether the Grantor
has any defenses or offsets to the Indebtedness.

     6.4.  FURTHER ASSURANCES AND CONTINUATION STATEMENTS.  The Grantor from
           ----------------------------------------------
time to time will execute, acknowledge, deliver, and record at the Grantor's
sole cost and expense, all further instruments, deeds, conveyances, supplemental
deeds of trust, assignments, financing statements, transfers, and assurances as
in the opinion of the Mortgagee's counsel may be necessary (a) to preserve,
continue, and protect the interest of the Mortgagee in the Collateral, (b) to
perfect the grant to the Mortgagee of every part of the Collateral, (c) to
secure the rights and remedies of the Mortgagee under this Instrument and the
other Transaction Documents, and (d) to transfer to any purchaser at a sale
hereunder the Collateral, funds, and powers now or hereafter held hereunder.
The Grantor, at the request of the Mortgagee, shall promptly execute any
continuation statements required by the Uniform Commercial Code to maintain the
lien on any portion of the Collateral subject to the Uniform Commercial Code.

     6.5.  EXPENSES.  In the event of a Default hereunder or under any other
           --------
Indebtedness Document, Grantor shall, to the extent permitted by law, reimburse
the Mortgagee for any sums, including attorneys' fees and expenses, incurred or
expended by them (a) in connection with any action or proceeding to sustain the
lien, security interest, priority, or validity of any Indebtedness


<PAGE>
Document, (b) to protect, enforce, interpret, or construe any of their rights
under the Transaction Documents, (c) for any title examination or title
insurance policy relating to the title to the Collateral, or (d) for any other
purpose contemplated by the Transaction Documents. The Grantor shall, upon
demand, pay all such sums together with interest thereon at the rate accruing
under the Facility Agreement from the time the expense is paid. All such sums so
expended by the Mortgagee shall be secured by this Instrument. In any action or
proceeding to foreclose this Instrument or to recover or collect the
Indebtedness, the provisions of Law allowing the recovery of costs,
disbursements, and allowances shall be in addition to the rights given by this
Section 6.5.

     6.6.  ENVIRONMENTAL COVENANTS.  (a)  Grantor shall comply strictly and in
           -----------------------
all respects in its operation of the Collateral with the requirements of any
Hazardous Material Laws and shall notify Mortgagee immediately in the event of
any improper or illegal release or discovery of any Hazardous Material at, upon,
under or within any of the Collateral.

(b)  Promptly upon the written request of Mortgagee, the Mortgagee having
probable cause to believe that the Grantor has not complied with any of its
obligations under Section 6.8(a) herein, Grantor shall provide Mortgagee, at
Grantor's expense, with an environmental site assessment or environmental audit
report prepared by an environmental engineering firm acceptable to Mortgagee, to
assess with a reasonable degree of certainty the presence or absence of any
Hazardous Material on, under, at or within any of the Collateral, and the
potential costs in connection with abatement, cleanup or removal of any
Hazardous Material found on, under, at or within any of the Collateral.

     6.7.  ENVIRONMENTAL INDEMNITY.  (a)  Grantor does hereby absolutely,
           -----------------------
unconditionally and irrevocably indemnify and hold harmless Mortgagee against
and from any and all claims, suits, actions, debts, damages, costs, losses,
obligations, judgments, charges, and expenses, of any nature whatsoever suffered
or incurred by Mortgagee, whether as Mortgagee under this Instrument, as
mortgagee in possession, or as successor-in-interest to Grantor by foreclosure
deed or deed in lieu of foreclosure or otherwise, with respect to any of the
following, occurring after the execution of this Instrument and arising from or
relating to any violation of or non-compliance with any Hazardous Material Law,
or a release, discharge or the presence otherwise of any Hazardous Material on,
under, from or otherwise affecting any of the Collateral also occurring
thereafter:

     (i)  any release of Hazardous Material, the threat of a release of any
     Hazardous Material, or the presence of any Hazardous Material affecting any
     of the Collateral whether or not the same originates or emanates from the
     Collateral, including any loss of value of any of the Collateral as a
     result of any of the foregoing; or

     (ii)  any costs of removal or remedial action incurred by the United States
     Government or any state, county or municipal governmental authority, any
     response costs incurred by any other person or damages from injury to,
     destruction of, or loss of natural resources, including reasonable costs of
     assessing such injury, destruction or loss, incurred pursuant to any
     Hazardous Material Laws; or


<PAGE>
     (iii)  liability for personal injury or property damage arising under any
     statutory or common law tort theory, including, without limitation, damages
     assessed for the maintenance of a public or private nuisance or for the
     carrying on of a dangerous activity in relation to any of the Collateral;
     or

     (iv)  any other environmental matter affecting the Collateral within the
     jurisdiction of the Environmental Protection Agency, any other federal
     agency, or any state, county or municipal agency having jurisdiction or
     authority with respect to such matters.

Grantor's obligations under this provision shall arise upon the discovery of any
violation of or non-compliance with any Hazardous Material Law whether or not
the Environmental Protection Agency, any other federal agency or any state,
county or municipal agency having jurisdiction or authority with respect to such
matters has taken or threatened any action in connection with such violation,
non-compliance or the release of any Hazardous Material.

(b)  In the event of any violation of or non-compliance with any Hazardous
Material Law, or any release of Hazardous Material, or the threat of a release
of any Hazardous Material affecting any of the Collateral, whether or not the
same originates or emanates from the Collateral, or if Grantor shall fail to
comply with any of the requirements of any Hazardous Material Laws or related
regulations or any other environmental Law, Mortgagee may at its election, but
without the obligation so to do, give such notices or cause such work to be
performed on, at or with respect to the Collateral or take any and all other
actions as Mortgagee shall deem necessary or advisable in order to abate the
release of any Hazardous Material, remove any Hazardous Material or cure
Grantor's noncompliance.

(c)  It is the intention of Grantor that these provisions shall supersede any
other provisions herein, in the Facility Agreement or in any other of the
Transaction Documents which in any way limit the personal liability of Grantor,
and that Grantor shall be personally liable for any obligations hereunder, even
if the amount of liability incurred exceeds the amount secured hereby.  All of
the representations, warranties, covenants and indemnities herein shall survive
the repayment of all obligations under the Facility Agreement and the release of
the lien of this Instrument and shall survive the transfer, if any, of any or
all right, title and interest in and to any of the Collateral by Grantor to any
party, whether or not affiliated with Grantor.  All amounts expended by
Mortgagee in connection with the enforcement of its rights pursuant to this
Section 6.9 shall be secured by this Instrument.


                                   ARTICLE 7.

                  RIGHTS AND DUTIES OF GRANTOR WITH RESPECT TO
                  --------------------------------------------
                       MANAGEMENT AND USE OF THE PROPERTY
                       ----------------------------------

     7.1.  CONTROL BY THE GRANTOR.  Until the happening of a Default, the
           ----------------------
Grantor shall have the right to possess and enjoy the Collateral and, except as
prohibited or restricted by the Transaction Documents, to receive the Revenues
in the manner provided in the Facility Agreement.


<PAGE>
     7.2. BOOKS AND RECORDS.  The Grantor agrees to make its books and records
          -----------------
relating to the operation of the Collateral available for inspection by the
Mortgagee, upon request at any reasonable time, at Grantor's principal place of
business or at such other location as Mortgagee may reasonably request.

     7.3.  SUBORDINATION AND ATTORNMENT.  In the event of a foreclosure sale
           ----------------------------
pursuant to this Instrument, each party to a Contract with Grantor shall, upon
request, attorn to and acknowledge any purchaser at foreclosure or grantee in
lieu of foreclosure as having all of the rights and authority of the Grantor.
All Contracts shall be subject and subordinate to modifications of and
amendments to the Transaction Documents and any additional financing or
refinancing of the Collateral by or for the Mortgagee.

     7.4.  RESTRICTION ON ASSIGNMENT OF REVENUES.  The Grantor shall not assign
           -------------------------------------
the Revenues arising from the Collateral or any part thereof or any interest
therein without the prior written consent of the Mortgagee.  Any attempted
assignment, pledge, hypothecation, or grant without such consent shall be null
and void.  Notwithstanding the foregoing, upon receipt of prior written approval
of Mortgagee, which approval shall not be unreasonably withheld, the Grantor may
make such an assignment which is subordinate to the interest of Mortgagee.

     7.5.  RESTRICTIONS ON SALE AND TRANSFER OF THE COLLATERAL.  The Grantor
           ---------------------------------------------------
shall not permit the Collateral, or any part or portion thereof or any interest
therein, to be transferred (whether by voluntary or involuntary conveyance,
merger, operation of law, or otherwise) without the prior written consent of the
Mortgagee.  Any transferee of the Collateral or any part or portion thereof or
any interest therein, by virtue of its acceptance of the transfer, shall
(without in any way affecting Grantor's liability under the Transaction
Documents) be conclusively deemed to have agreed to assume primary personal
liability for the performance of the Grantor's obligations under the Transaction
Documents.  This section shall not apply to any Taking, any disposition
permitted by Section 7.8., or any disposition by the Mortgagee by foreclosure
hereunder or as otherwise permitted by the Transaction Documents.

     7.6.  RESTRICTION ON ENCUMBRANCES.  The Grantor shall not allow any
           ---------------------------
Encumbrances on the Collateral except the Permitted Encumbrances.  The Grantor
shall give the Mortgagee prompt notice of any default in or under any Permitted
Encumbrances and any notice of foreclosure or threat of foreclosure.  The
Grantor shall comply with its obligations under all Permitted Encumbrances.  The
Mortgagee may, at its election, satisfy any Encumbrance (other than a Permitted
Encumbrance not then in default), and the Grantor shall, on demand, reimburse
the Mortgagee for any sums advanced for such satisfaction together with interest
charged at the Overdue Rate accruing from the date of satisfaction, which sums
shall be secured hereby.

     7.7.  MAINTENANCE, WASTE, REPAIR AND INSPECTION.  Grantor shall:  (a) keep
           -----------------------------------------
and maintain the Collateral in good order, condition, and repair and make all
equipment replacements and repairs necessary to insure that the security for the
Indebtedness is not impaired; (b) not commit or suffer any waste of the
Collateral; (c) promptly protect and conserve any portion of the Collateral
remaining after any damage to, or partial destruction of, the Collateral; (d)
promptly repair, restore, replace or rebuild any portion of the Collateral which
is damaged or destroyed;


<PAGE>
(e) promptly restore the balance of the Collateral remaining after any Taking;
(f) permit the Mortgagee or its designee to inspect the Collateral at all
reasonable times; (g) take all reasonable steps to keep in full force and effect
all of the Contracts and all rights of way, easements and privileges necessary
or appropriate for the proper operation of the Contracts, including, without
limitation, the proper payment of all rentals, royalties and other sums due
thereunder and the proper performance of all obligations and other acts required
thereunder; (h) take all reasonable steps to cause the Collateral to be properly
maintained, developed and continuously operated for the production,
transportation, processing and sale of Precious Metals and protected against
drainage and damage, in a good and workmanlike manner as a prudent operator
would, in accordance with good mining practice and applicable federal, state and
local Laws, rules, regulations and orders; and (i) take all reasonable steps to
pay or cause to be paid when due all expenses incurred in connection with such
maintenance, development, operation and protection of the Collateral.

     7.8.  REMOVAL AND REPLACEMENT OF EQUIPMENT AND IMPROVEMENTS.  No material
           -----------------------------------------------------
part of the Collateral, except supplies consumed in the normal course of
business and operations and except for severed and extracted Precious Metals
produced from or attributable to any of the Interests which are sold in the
ordinary course of Grantor's business, shall be removed from any real property
associated with the Collateral or contiguous thereto, demolished, or materially
altered without the prior written consent of the Mortgagee.  The Grantor may,
without consent and free from the lien and security interest of this Instrument,
remove and dispose of any worn out or obsolete fixtures or equipment which are a
part of the Collateral upon thirty (30) days' prior written notice to the
Mortgagee.  Prior to or simultaneously with their removal, such fixtures and
equipment shall be replaced with fixtures or equipment of equal or greater
value.  The replacement fixtures or equipment shall be free of all Encumbrances
except for Permitted Encumbrances, shall automatically be subject to the lien
and security interest of this Instrument, and shall automatically be subject to
the granting clauses hereof.  Upon the sale of any removed fixtures and
equipment which are not replaced, the proceeds shall be applied as a prepayment
of the Indebtedness, to be applied in inverse order of any applicable maturity.
All sales shall be conducted in a commercially reasonable manner with a bona
fide effort to obtain a sale price of at least market value.

     7.9.  TAXES AND PERMITTED CONTESTS.  The Grantor shall pay:  (a) all Taxes
           ----------------------------
on or before the date any interest or penalty begins to accrue or attach
thereto; and (b) all lawful claims which, if unpaid, might become a lien or
charge upon the Collateral to such an extent as to materially and adversely
affect the Grantor's ability to use the Collateral for the purposes for which it
was designed or intended.  Provided however, that the Grantor shall not be
required to pay any Taxes or claim, the amount, validity or payment of which is
being contested in good faith, by appropriate legal proceedings, and so long as
no part of the Collateral is in danger of being sold, forfeited or lost and the
contest is not impairing the security for the Indebtedness.  Upon payment
thereof, the Grantor shall promptly supply the Mortgagee with receipts showing
the payment of the Taxes or claim.


<PAGE>
     7.10.  PRESERVATION OF APPURTENANCES.  The Grantor will do all things
            -----------------------------
necessary to preserve intact and unimpaired, all easements, appurtenances, and
other interests and rights in favor of, or constituting any portion of, the
Collateral.


                                   ARTICLE 8.

                           INSURANCE AND CONDEMNATION
                           --------------------------

     8.1.  MAINTENANCE OF INSURANCE.  The Grantor will obtain and maintain with
           ------------------------
financially sound and reputable insurers insurance of such types, in such
amounts, and on such terms, as shall be required by the Facility Agreement.

     8.2.  CONDEMNATION.  Grantor, immediately upon obtaining knowledge of the
           ------------
institution of any proceeding for a Taking, will notify the Mortgagee of such
proceedings.  The Mortgagee may participate in any such proceedings, and Grantor
will, from time to time, deliver to the Mortgagee all instruments requested by
them to permit such participation.


                                   ARTICLE 9.

                                     DEFAULT
                                     -------

     9.1.  DEFAULT.  The occurrence of any of the following shall constitute a
           -------
Default.

          9.1.1.  MONETARY DEFAULTS.  The failure of the Grantor to pay any
                  -----------------
     amounts due under the Facility Agreement or any of the other Transaction
     Documents when due and payable, whether at maturity, by obligation or
     election to prepay, or otherwise, in accordance with the terms of the
     Facility Agreement or other Transaction Documents.

          9.1.2.  DEFAULT UNDER FACILITY AGREEMENT.  Any other matter or thing
                  --------------------------------
     occurs which is a "Default" as such term is defined in the Facility
     Agreement.

     9.2.  PAYMENT OR PERFORMANCE BY MORTGAGEE.  Upon Default, the Mortgagee
           -----------------------------------
may, at its option but shall not be required to, make any payments or take any
other actions it deems necessary or desirable to cure the Default or conserve
the Collateral.  The Grantor shall, upon demand, reimburse the Mortgagee for all
sums so advanced or expenses incurred by them, together with interest at the
Default Rate and charges, if any, from the date of advance or payment of the
same, which sums shall be secured by this Instrument.  To the extent permitted
by Law, the Mortgagee may but shall not be required to enter upon the Collateral
without prior notice to the Grantor or judicial process and may take any action
to enforce its rights under this Section 9.2 without liability to the Grantor.

     9.3.  POSSESSION BY MORTGAGEE.  Upon the occurrence of Default, to the
           -----------------------
extent permitted by Law, the Mortgagee may but shall not be required to enter
upon and take possession of the Collateral without notice to the Grantor,
judicial process, or the appointment of a receiver.  The


<PAGE>
Mortgagee may exclude all persons from the Collateral and may proceed to operate
the Collateral and receive all Revenues. The Mortgagee shall have the right as
agent for the Grantor to Operate the Collateral and carry on the business of the
Grantor, either in the name of the Grantor or otherwise. The Mortgagee shall not
be liable to the Grantor for taking possession of the Collateral, as aforesaid,
nor shall it be required to make repairs or replacements, and the Mortgagee
shall be liable to account only for Revenues actually received by it. All
Revenues collected by the Mortgagee shall be applied (a) first, to pay all
expenses incurred in taking possession of the Collateral, (b) second, to pay
costs and expenses to Operate the Collateral or to comply with the terms of the
Transaction Documents, including reasonable attorney's fees, (c) third, to pay
all sums secured by the Transaction Documents in the order of priority selected
by Mortgagee, and (d) fourth, with the balance, if any, to the Grantor or such
other Person as may be entitled thereto. Nothing contained herein shall impose
upon Mortgagee any liability to perform Grantor's obligations under any
Contract.

     9.4.  COLLECTION OF REVENUES.  Upon the occurrence of a Default and written
           ----------------------
demand by the Mortgagee to Grantor and to any party to a Contract with Grantor,
all Revenues shall be payable directly to the Mortgagee.

     9.5.  POWER OF SALE.  Upon the occurrence of a Default, the Mortgagee may
           -------------
declare all of the sums secured by this Instrument immediately due and payable
without further demand and may, to the extent permitted by Law, invoke the power
of sale and any other remedies permitted by Law.  Mortgagee shall prepare and
record a copy of a written notice of the occurrence of a Default and of
Mortgagee's election to cause the Collateral to be sold in the county in which
the Collateral is located.  Mortgagee shall publish a notice of sale for the
time and in the manner provided by applicable law and shall mail copies of such
notice of sale in the manner prescribed by applicable law to Grantor and to the
other persons prescribed by applicable law.  After the lapse of such time as may
be required by applicable Law, Mortgagee, without demand on Grantor, shall sell
the Collateral at public auction to the highest bidder for cash at the time and
place and under the terms designated in the notice of sale in one or more
parcels and in such order as Mortgagee may determine.  Mortgagee may postpone
sale of all or any part of the Collateral by public announcement at the time and
place of any previously scheduled sale.  Mortgagee shall deliver to the
purchaser a certificate describing the Collateral and the time when the
purchaser will be entitled to a deed thereto.  The recitals in the deed shall be
prima facie evidence of the truth of the statements made therein.

     9.6.  APPLICATION OF PROCEEDS OF SALE.  Upon a foreclosure sale, the
           -------------------------------
purchaser shall receive that portion of or interest in the Collateral purchased
by it free from any claims of the Grantor and without any liability to see to
the application of the purchase money.  The net proceeds from the sale, after
deduction of all costs of the sale, shall be applied (a) first, to pay all
expenses incurred in taking possession of the Collateral, (b) second, to pay the
costs and expenses to operate the Collateral or the Transaction Documents,
including reasonable attorney's fees, (c) third, to pay all sums secured by or
due under the Transaction Documents in the order of priority determined by the
Mortgagee, and (d) fourth, the balance, if any, to the Grantor or to other
Persons entitled thereto.


<PAGE>
     9.7.  INSURANCE OR CONDEMNATION AFTER DEFICIENCY.  If the Collateral is
           ------------------------------------------
sold at a foreclosure sale prior to receipt of an insurance or a condemnation
award or payment, the Mortgagee shall receive and apply the proceeds of the
award or payment toward the satisfaction of any deficiency resulting from the
foreclosure sale, whether or not a deficiency judgment is sought, recovered, or
denied.

     9.8.  RIGHT OF THE MORTGAGEE TO BID.  The Mortgagee may bid and become the
           -----------------------------
purchaser at a foreclosure sale under this Instrument.

     9.9.  APPOINTMENT OF A RECEIVER.  Upon the occurrence of a Default, the
           -------------------------
Mortgagee shall, to the extent permitted by Law, be entitled to the immediate ex
parte appointment of a receiver for the Collateral, without regard to the value
of the Collateral or the solvency of any person liable for payment of the
amounts due under the Transaction Documents.

     9.10.  REMEDIES CUMULATIVE.  All rights, powers, and remedies of the
            -------------------
Mortgagee provided for in the Transaction Documents are cumulative and
concurrent and shall be in addition to and not exclusive of any appropriate
legal or equitable remedy provided by Law or contract.  Exercise of any right,
power, or remedy shall not preclude the simultaneous or subsequent exercise of
any other by the Mortgagee.

     9.11.  CONSENT TO JURISDICTION AND VENUE.  The Grantor consents to be sued
            ---------------------------------
in any jurisdiction where any of the Collateral is located.

     9.12.  RIGHTS UNDER THE UNIFORM COMMERCIAL CODE.  If a Default shall have
            ----------------------------------------
occurred and be continuing, the Mortgagee, without any other notice to or demand
upon the Grantor, shall have in any jurisdiction in which enforcement hereof is
sought, in addition to all other rights and remedies, the rights and remedies of
a secured party under the Code and any additional rights and remedies which may
be provided to a secured party in any jurisdiction in which Collateral is
located, including, without limitation, the right to take possession of the
Collateral, and for that purpose the Mortgagee may, so far as the Grantor can
give authority therefor, enter upon any premises on which the Collateral may be
situated and remove the same therefrom.  The Mortgagee may in its discretion
require the Grantor to assemble all or any part of the Collateral at such
location or locations within the jurisdiction(s) of the Grantor's principal
office(s) or at such other locations as the Mortgagee may reasonably designate.
Unless the Collateral is perishable or threatens to decline speedily in value or
is of a type customarily sold on a recognized market, the Mortgagee shall give
to the Grantor at least five Business Days prior written notice of the time and
place of any public sale of Collateral or of the time after which any private
sale or any other intended disposition is to be made.  The Grantor hereby
acknowledges that five Business Days prior written notice of such sale or sales
shall be reasonable notice. In addition, the Grantor waives any and all rights
that it may have to a judicial hearing in advance of the enforcement of any of
the Mortgagee's rights and remedies hereunder, including, without limitation,
its right following a Default to take immediate possession of the Collateral and
to exercise its rights and remedies with respect thereto.

     9.13.  GRANTOR'S WAIVERS.  The Grantor waives demand, notice, protest,
            -----------------
notice of acceptance of this Instrument, notice of loans made, credit extended,
Collateral received or


<PAGE>
delivered or other action taken in reliance hereon and all other demands and
notices of any description. With respect to both the Obligations and the
Collateral, the Grantor assents to any extension or postponement of the time of
payment or any other indulgence, to any substitution, exchange or release of or
failure to perfect any security interest in any Collateral, to the addition or
release of any party or person primarily or secondarily liable, to the
acceptance of partial payment thereon and the settlement, compromising or
adjusting of any thereof, all in such manner and at such time or times as the
Mortgagee may deem advisable. The Mortgagee shall have no duty as to the
collection or protection of the Collateral or any income therefrom, the
preservation of rights against prior parties, or the preservation of any rights
pertaining thereto beyond the safe custody thereof as set forth in Section 11.2.
The Grantor further waives any and all other suretyship defenses.

     9.14.  MARSHALING.  The Mortgagee shall not be required to marshal any
            ----------
present or future collateral security (including but not limited to the
Collateral) for, or other assurances of payment of, the obligations secured
hereby or any of them or to resort to such collateral security or other
assurances of payment in any particular order, and all of its rights and
remedies hereunder and in respect of such collateral security and other
assurances of payment shall be cumulative and in addition to all other rights
and remedies, however existing or arising.  To the extent that it lawfully may,
the Grantor hereby agrees that it will not invoke any law relating to the
marshalling of collateral which might cause delay in or impede the enforcement
of the Mortgagee's rights and remedies under this Instrument or under any other
instrument creating or evidencing any of the obligations secured hereby or under
which any of such obligations is outstanding or by which any of such obligations
is secured or payment thereof is otherwise assured, and, to the extent that it
lawfully may, the Grantor hereby irrevocably waives the benefits of all such
laws.


                                   ARTICLE 10.

                                  MISCELLANEOUS
                                  -------------

     10.1.  WAIVERS.  No term of any Transaction Document shall be deemed waived
            -------
unless the waiver shall be in writing and signed by the party or parties making
the waiver.  Any failure by the Mortgagee to insist upon the Grantor's strict
performance of any of the terms of the Transaction Documents shall not be deemed
or construed as a waiver of those or any other terms.  Any delay in exercising
or enforcing any rights with respect to a Default shall not bar the Mortgagee
from exercising any rights under the Transaction Documents, or at law or in
equity.

     10.2.  CONSENTS.
            --------

          10.2.1.  The Mortgagee may (a) release any person liable under the
     Transaction Documents, (b) release any part of the Collateral, (c) extend
     the time of payment of the Indebtedness, or (d) modify the terms of the
     Transaction Documents, regardless of consideration and without notice to or
     consent by the holder of any subordinate lien on the Collateral. No
     release, extension or modification of the security held under the
     Transaction Documents shall impair or affect the lien of this Instrument or
     the priority of such lien over any subordinate lien.


<PAGE>
          10.2.2.  Regardless of whether a Person has been given notice or has
     given its prior consent, it shall not be relieved of any obligation under
     any Transaction Documents by reason of (a) the failure of the Mortgagee or
     any other Person to take any action, foreclose, or otherwise enforce any
     provision of the Transaction Documents, (b) the release of any other Person
     liable under any Indebtedness Document, (c) the release of any portion of
     the security under the Transaction Documents, or (d) any agreement or
     stipulation between any subsequent owners of the Collateral and Mortgagee
     extending the time of payment or modifying the terms of any Indebtedness
     Document.

     10.3.  HEADINGS.  All Article and Section headings are for convenience only
            --------
and shall not be interpreted to enlarge or restrict the provisions of this
Instrument.

     10.4.  NOTICES.  Except as otherwise expressly provided herein, any notice,
            -------
order, instruction, request or other communication required or permitted to be
given under this Agreement shall be in writing and deemed to have been properly
given when delivered in person, or when sent by facsimile transmission or other
electronic means, or upon receipt of notice sent by overnight mail or certified
or registered United States mail, return receipt requested, postage prepaid,
addressed to the party at the address set forth below.  Any party may change its
address for notices in the manner set forth above.


WESTERN MESQUITE MINES, INC.
7000 Independence Parkway
Suite 160, #135
Plano, Texas 75025
Attn:  Toby Mancuso
Fax:  972-208-2155
E-Mail:  tmancuso@gte.net

RMB International (Dublin) Limited          RMB Resources Limited, agent
28 Shelbourne Road                          Level 3, One Mitre Square
Ballsbridge                                 London EC3A 5AN
Dubin 4 Ireland                             United Kingdom
Attn:  Michael Schonfeld                    Attn:  Michael Schonfeld
Fax:  44-207-626-9041                       Fax:  44-207-626-9041
E-mail: Michael.Schonfeld@rmbi.co.uk        E-mail: Michael.Schonfeld@rmbi.co.uk

     10.5.  BINDING EFFECT.  No transfer of any portion of the Collateral or any
            --------------
interest thereon shall relieve any transferor of its obligations under the
Transaction Documents.  No transferor of any obligation under any Indebtedness
Document shall be relieved of its obligations by any modification of any
Indebtedness Document subsequent to the transfer.

     10.6.  AMENDMENT.  No Indebtedness Document may be modified except in
            ---------
writing signed by the Mortgagee and the Grantor.

     10.7.  SEVERABILITY.  In the event any provision of this Instrument shall
            ------------
be held invalid or unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other provision hereof.


<PAGE>
     10.8.  NOTICES FROM GOVERNMENTAL AUTHORITIES AFFECTING THE COLLATERAL.  Any
            --------------------------------------------------------------
notice from any governmental or quasi-governmental authority or corporation with
respect to the Collateral sent to or known by the Grantor shall be promptly
transmitted to the Mortgagee.

     10.9.  APPLICABLE LAW.  This Instrument shall be governed by the Laws of
            --------------
the State of Colorado, without regard to the principles of conflict of laws.

     10.10.  TIME OF THE ESSENCE.  Time is of the essence with respect to this
             -------------------
Instrument and the Transaction Documents.

     10.11.  EFFECT OF PAYMENTS.  Any payment or other performance made in
             ------------------
accordance with the Transaction Documents by any Person other than Grantor shall
not entitle such Person to any right of subrogation under the Transaction
Documents, unless expressly consented to in writing by the Mortgagee.

     10.12.  WORD FORMS.  The use of any gender, tense, or conjugation herein
             ----------
shall be applicable to all genders, tenses and conjugations.  The use of the
singular shall include the plural and the plural shall include the singular.

     10.13.  FINANCING.  Some of the Collateral is or is to become fixtures on
             ---------
the real property associated with the Collateral.  Some of the Collateral are
as-extracted collateral.  The above described Precious Metals or other
substances of value which may be extracted from the earth, and the accounts
relating thereto will be financed at the real property associated with the
Collateral.  This Instrument is to be filed for record in, among other places,
the real estate records of each county in which the affected real property is
located; to wit, all of those listed in Exhibit A.

     WITNESS the execution hereof by the Grantor, the attesting by an additional
officer of the Grantor, and the affixing of the Grantor's seal.

WESTERN MESQUITE MINES, INC.


By:    /s/ John P. Ryan
     ----------------------
Title:    Secretary
        -------------------
Printed Name:  John P. Ryan
               ------------

                          CERTIFICATE OF ACKNOWLEDGMENT

State of Colorado     )
                      )     ss.
County of Denver      )

     Before me, the undersigned, a Notary Public, on this 5th  day of November,
2003, personally appeared John P. Ryan to me known personally, and who, being by
me duly sworn, deposes and says that he is the Secretary of Western Mesquite
Mines, Inc., and that said instrument was signed and sealed on behalf of said
corporation by authority of its Board of Directors, and that said instrument is
the free act and deed of said corporation.


<PAGE>
My commission expires: 7-29-06

                                     /s/ Mary Young
(SEAL)                         ------------------------------
                                      Notary Public


ACCEPTED:
RMB INTERNATIONAL (DUBLIN)
LIMITED


By: /s/ D. Coetzee                            By: /s/ S. Duplessis
   ---------------------------------             -----------------
Title:   Authorized Signatory                 Title: Authorized Signatory
      -----------------------                       ---------------------
Printed Name:   D. Coetzee                    Printed Name: S. Duplessis
             -------------                                 -------------





RMB RESOURCES LIMITED, AGENT



By: /s/ Robert Gray
   ----------------
Title:  Director
      ----------
Printed Name: Robert Gray
             ------------


<PAGE>