Exhibit 10.8






                              MANAGEMENT SIDE AGREEMENT

                              RMB RESOURCES LIMITED

                              RMB INTERNATIONAL (DUBLIN) LIMITED

                              WESTERN MESQUITE MINES, INC.

                              and

                              HARRISON WESTERN CONSTRUCTION CORPORATION









                              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    INTERPRETATION                                                          1

     1.1  Definitions                                                        1
     1.2  Interpretation                                                     2
     1.3  Business Day                                                       3
     1.4  Precedence of obligations                                          3

2    UNDERTAKINGS  OF  THE  CONTRACTOR                                       3

     2.1  Termination of Management Contract by Principal                    3
     2.2  Notice of Termination                                              3
     2.3  Amendments to the Management Contract                              4
     2.4  Information                                                        4

3    STEP-IN  AND  STEP-OUT  RIGHTS                                          4

     3.1  Exercise of step-in rights                                         4
     3.2  Operation of step-in rights                                        4
     3.3  Contractor's obligations during Step-in Period                     5
     3.4  Step-out rights                                                    5

4    NOTICES                                                                 5

     4.1  Notices                                                            5
     4.2  Governing law                                                      6
     4.3  Counterparts                                                       7
     4.4  Attorneys                                                          7
     4.5  Term                                                               7


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THIS MANAGEMENT SIDE AGREEMENT

     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
               (LENDER)

          3.   WESTERN MESQUITE MINES, INC.
               of 7000 Independence Parkway, Suite 160 #135, Plano, Texas 75025
               United States of America
               (PRINCIPAL)

          4.   HARRISON WESTERN CONSTRUCTION CORPORATION
               of 1208 Quail Street, Lakewood, Colorado 80215
               (CONTRACTOR)

RECITALS

          A.   Under  the  Management  Contract,  the  Contractor  has agreed to
               provide  operation,  maintenance  and  technical  services to the
               Principal  on  the terms and conditions set out in that contract.

          B.   The  parties  have  agreed to enter into this agreement to record
               the  agreements  between  them  in  relation  to  the  Management
               Contract.

THE  DEED  WITNESSES

               that in consideration of, among other things, the mutual promises
               contained  in  this  agreement,  the  parties  agree:

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1    INTERPRETATION

     1.1  DEFINITIONS

          In  this  agreement,  unless  the  contrary  intention  appears:

          AUTHORISED  OFFICER  means:

          (a)  in  relation  to  the  Principal  and  the  Contractor,  a  chief
               executive  officer or chief financial officer for the time being;
               and

          (b)  in  relation  to  a  Finance  Party,  a  director,  an  associate
               director,  a  company  secretary,  president,  vice president, an
               officer  whose  title  contains  the  word "director", "manager",
               "president"  or "executive", or a person performing the functions
               of  any  of  them,

          or, in any case, a person appointed by a party to act as an Authorised
          Officer  for  the  purposes  of  this  agreement;


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          BUSINESS  DAY  means a day on which banks are open for general banking
          business  in  both  London,  England  and  Denver,  Colorado excluding
          Saturdays,  Sundays  and  public  holidays;

          FINANCE  PARTY  means  each  of  the  following:

          (a)  the  Agent;  and

          (b)  the  Lender;

          MANAGEMENT  CONTRACT means the contract for operation, maintenance and
          technical services to be provided by the Contractor in relation to the
          Project  between  the  Principal  and  the  Contractor relating to the
          operation and development of the Project and includes any variation to
          that  document;

          PROJECT  means  the Mesquite leach heap extraction project in Imperial
          County,  State  of  California  in  the  United  States  of  America;

          STEP-IN  DATE  means  the  date specified in the Step-in Notice as the
          date  for  assumption  of  the  obligations of the Principal under the
          Management  Contract;

          STEP-IN  NOTICE  means  a  written  notice  given  by the Agent to the
          Contractor  under  clause  3.1;

          STEP-IN PERIOD means the period from and including the Step-in Date to
          but  excluding  the  Step-out  Date;

          STEP-OUT  DATE  has  the  meaning  provided  in  clause  3.4;

          SUSPENSION  PERIOD  has  the  meaning  provided  in  clause  2.2(b);

          TERMINATION  ACTION  has  the  meaning  provided in clause 2.2(a); and

          TERMINATION  NOTICE  means a written notice given by the Contractor to
          the  Agent  under  clause  2.2(a).

     1.2  INTERPRETATION

          In  this  agreement:

          (a)  headings  and  underlinings  are  for convenience only and do not
               affect  the  interpretation  of  this  agreement;

          (b)  a  reference to a statute, regulation, proclamation, ordinance or
               by-law  includes  all  statutes,  regulations,  proclamations,
               ordinances  or  by-laws  amending, consolidating or replacing it,
               and  a  reference  to  a  statute  includes  all  regulations,
               proclamations,  ordinances and by-laws issued under that statute;

          (c)  words  indicating the singular include the plural and vice versa;

          (d)  an  expression  indicating  a  natural person includes a company,
               corporation  or  other  body  corporate, firm, partnership, joint
               venture,  association,  authority,  trust or governmental agency;

          (e)  words  indicating  gender  include  any  gender;

          (f)  a  reference  to  a clause, party or schedule is a reference to a
               clause  of,  and  a  party  and schedule to, this agreement and a
               reference  to  this  agreement  includes  any  schedule;


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          (g)  a  reference to a document includes all amendments or supplements
               to,  or  replacements  or  novations  of,  that  document;

          (h)  a  reference  to  a  party  to  a  document includes that party's
               executors,  administrators, substitutes, successors and permitted
               assigns;  and

          (i)  other  parts  of speech and grammatical forms of a word or phrase
               defined  in  this  agreement  have  a  corresponding  meaning.

     1.3  BUSINESS  DAY

          If  the  day  on which any act, matter or thing is to be done under or
          pursuant  to this deed is not a Business Day, the act, matter or thing
          may  be  done  on  the  next  Business  Day.

     1.4  PRECEDENCE  OF  OBLIGATIONS

          If  any  ambiguity, inconsistency or conflict of obligations exists or
          arises  between this agreement and the Management Contract relating to
          the subject matter of this agreement, the provisions of this agreement
          take precedence over the Management Contract and apply to resolve that
          ambiguity,  inconsistency  or  conflict.

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2    UNDERTAKINGS  OF  THE  CONTRACTOR

     2.1  TERMINATION  OF  MANAGEMENT  CONTRACT  BY  PRINCIPAL

          The  Contractor  acknowledges  and  agrees  that the Principal may not
          terminate the Management Contract without the prior written consent of
          the  Agent,  and each of the Principal and the Contractor acknowledges
          and agrees that no termination is valid or effective without the prior
          written  consent  of  the  Agent.

     2.2  NOTICE  OF  TERMINATION

          The  Contractor  undertakes  to  the  Agent  that:

          (a)  it  will  not  exercise  or  seek any right of termination of, or
               discontinue  the performance of any of its obligations under, the
               Management Contract (any action of that kind being referred to as
               TERMINATION  ACTION),  without  first  giving  to  the  Agent  a
               Termination  Notice specifying the event giving rise to the right
               of  termination;  and

          (b)  for  a  period  of  30  days  following receipt by the Agent of a
               Termination  Notice  (SUSPENSION  PERIOD),  it  will not take any
               Termination  Action.  The  Suspension Period may run concurrently
               with  the  period of, and the Termination Notice may be served at
               the  same  time as, any notice of default given by the Contractor
               under  the  Management Contract, but the Contractor must not take
               any  Termination  Action  until the end of the Suspension Period.


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     2.3  AMENDMENTS  TO  THE  MANAGEMENT  CONTRACT

          The  Contractor  must  not  amend  or  agree  with  the  Principal any
          amendments  to any of the terms of the Management Contract without the
          written  consent  of  the  Agent.

     2.4  INFORMATION

          The  Contractor  must  provide the Agent with details of any breach by
          the  Principal  of  any  terms  of the Management Contract following a
          request  for  this  information  from  the  Agent.

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3    STEP-IN  AND  STEP-OUT  RIGHTS

     3.1  EXERCISE  OF  STEP-IN  RIGHTS

          At  any time during the Suspension Period the Agent may give a Step-in
          Notice  to  the  Contractor:

          (a)  requiring  the  Contractor to continue to perform its obligations
               under  the  Management  Contract;  and

          (b)  acknowledging  that  the  Agent  is to become a joint and several
               obligor  with  the Principal in respect of the obligations of the
               Principal  under  the  Management  Contract  incurred  after  the
               Step-in  Date.

     3.2  OPERATION  OF  STEP-IN  RIGHTS

          (a)  During  the Step-in Period the Agent will enjoy all rights of the
               Principal  under  the Management Contract and will be jointly and
               severally  liable  with  the Principal for the performance of all
               the  obligations  of  the Principal under the Management Contract
               which  arise  during  the  Step-in  Period.

          (b)  Despite  any  other  provision to the contrary in this agreement,
               neither the Lender nor the Agent is liable to the Contractor for:

               (1)  the  Principal's  obligation to pay to the Contractor or any
                    other  person any amount found to be payable with respect to
                    a  breach  of  the Management Contract which occurred before
                    the  Step-in  Date;  and

               (2)  the  rectification  of any breach of the Management Contract
                    which  occurred  before  the  Step-in  Date.

          (c)  During  the  Step-in  Period,  as  between  the Principal and the
               Agent,  the latter alone (to the exclusion of the Principal) will
               have  the  authority to deal with the Contractor and exercise the
               powers  and  discretions  available  to  the  Principal under the
               Management  Contract.

          (d)  The  Principal  will  not  be released, nor will its liability be
               affected  or  impaired,  as a result of the exercise by the Agent
               alone of any authority, powers or discretions or by any other act
               or  omission on the part of, or


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               indulgence  or  release granted to, the Agent whether or not with
               the  knowledge  or  consent  of  the  Principal.

     3.3  CONTRACTOR'S  OBLIGATIONS  DURING  STEP-IN  PERIOD

          During  the  Step-in  Period:

          (a)  the  Contractor owes its obligations, liabilities and duties with
               respect  to  the  performance  of  the Management Contract to the
               Principal  and  the  Agent jointly but a receipt given by, or the
               performance  by  the Contractor in favour of, either of them is a
               good  discharge of the relevant obligation of the Contractor; and

          (b)  in  discharging  its  obligations,  liabilities  and  duties with
               respect  to  the  performance  of  the  Management  Contract, the
               Contractor  must  deal  only  with  the  Agent.

     3.4  STEP-OUT  RIGHTS

          The  Agent  on  giving  the  Contractor  not  less than 10 days' prior
          written  notice, may terminate its obligations, liabilities and duties
          to  the  Contractor  under  this agreement and the Management Contract
          (but without affecting the continuation of the Principal's obligations
          towards  the  Contractor  under the Management Contract) and, from the
          date  on  which  the  Agent's notice takes effect (STEP-OUT DATE), the
          Agent  is  released from all obligations, liabilities and duties under
          this  agreement  and  the  Management Contract towards the Contractor,
          other  than  those that arose during the Step-in Period but which have
          not  been  fully  performed.

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4    NOTICES

     4.1  NOTICES

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

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

               (1)  if  to  the  Principal:

                    Address:  7000 Independence Parkway
                              Suite 160 #135
                              Plano, Texas, 75025
                              United States of America

                    Attention:  Mr Toby Mancuso

                    Facsimile:  +1 972 208 2155


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               (2)  if  to  a  Finance  Party:

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

                    Attention:  Mr Michael Schonfeld

                    Facsimile:  +44 207 7626 9041;

               (3)  if  to  the  Contractor:

                    Address:  1208 Quail Street
                              Lakewood, Colorado 80215
                              United States of America

                    Attention:  Mr Kenneth Brunk

                    Facsimile:  +1 303 237 9868,

               or as specified to the sender by a party by notice;

          (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,  2  Business Days (if posted within the United
                    States  of  America) or 10 Business Days (if posted from one
                    country  to  another) as the case may be, 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.

     4.2  GOVERNING  LAW

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

          (b)  Each  party  irrevocably  and  unconditionally:

               (1)  submits to and accepts the non-exclusive jurisdiction of the
                    courts  of  the  State  of  Colorado;  and

               (2)  waives  any  objection  to the venue of any legal process on
                    the  basis  that  the  process  has  been  brought  in  an
                    inconvenient  forum.


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     4.3  COUNTERPARTS

          This  agreement  may be executed in any number of counterparts and all
          of  those  counterparts  taken  together  constitute  one and the same
          instrument.

     4.4  ATTORNEYS

          Each  attorney  who  executes  this  agreement  on  behalf  of a party
          declares  that  the  attorney  has  no notice of the revocation of the
          power  of  attorney under the authority of which the attorney executes
          this  agreement.

     4.5  TERM

          This  agreement  continues in effect until the Agent gives a notice of
          termination  to  the  Contractor.


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EXECUTED AS AN AGREEMENT:


SIGNED  for
RMB  RESOURCES  LIMITED
by:


/s/  M.L.  Schonfeld                         /s/  Robert  Gray
--------------------------------             ----------------------------------
Director                                     Director/Secretary

M.L.  Schonfeld                              Robert  Gray
--------------------------------             ----------------------------------
Name  (please  print)                        Name  (please  print)




SIGNED for
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)




SIGNED for
WESTERN MESQUITE MINES, INC.
by:


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

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

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


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SIGNED for
HARRISON WESTERN CONSTRUCTION CORPORATION
by:


/s/ Kenneth A. Brunk
-----------------------------
Signature

Pres & CEO
-----------------------------
Title

Kenneth A. Brunk
-----------------------------
Name (please print)





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