EXHIBIT 10.5


                                PLEDGE AGREEMENT

     THIS PLEDGE AGREEMENT (this "Agreement"), dated as of November 5, 2003, is
entered into between WESTERN GOLDFIELDS, INC., a corporation organized under the
laws of the State of Idaho and having an address of 7000 Independence Parkway,
Suite 160 #135, Plano, Texas 75025 ("Pledgor"), and 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 ("Secured Party").

     WHEREAS, Pledgor and Secured Party are parties to that certain Facility
Agreement (as amended, restated, or otherwise modified from time to time, the
"Facility Agreement"), of even date herewith, pursuant to which Secured Party
has agreed to make loans to Pledgor in accordance with the terms and conditions
contained in the Facility Agreement;

     WHEREAS, Pledgor beneficially owns the "Equity Interests" (as hereinafter
defined) in the "Issuers" (as hereinafter defined);

     WHEREAS, to induce Secured Party to make the loans provided to Pledgor
pursuant to the Facility Agreement, Pledgor desires to pledge, grant, transfer,
and assign to Secured Party a security interest in the "Collateral" (as
hereinafter defined) to secure the "Obligations" (as hereinafter defined), as
provided herein.

     NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations, and warranties set forth herein and for other good and valuable
consideration, the parties hereto agree as follows:

1.     DEFINITIONS AND CONSTRUCTION.
       ----------------------------

     (a)     DEFINITIONS.  All initially capitalized terms used herein and not
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otherwise defined herein shall have the meaning ascribed thereto in the Facility
Agreement.  As used in this Agreement:

     "Bankruptcy Code" means United States Bankruptcy Code (11 U.S.C. Section
101 et seq.), as in effect from time to time, and any successor statute thereto.

     "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.

     "Code" means the Uniform Commercial Code as in effect in the State of
Colorado from time to time.

     "Collateral" shall mean the Pledged Interests, the Future Rights, and the
Proceeds, collectively.


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<PAGE>
     "Default" shall have the meaning ascribed thereto in the Facility
Agreement.

     "Equity Interests" means all securities, shares, units, options, warrants,
interests, participations, or other equivalents (regardless of how designated)
of or in a corporation, partnership, limited liability company, or similar
entity, whether voting or nonvoting, certificated or uncertificated, including
general partner partnership interests, limited partner partnership interests,
common stock, preferred stock, or any other "equity security" (as such term is
defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934).
"Equity Interests" shall mean and include all of the issued and outstanding
shares of any class, kind or nature of any of Pledgor's subsidiaries, including
Western Mesquite Mines, Inc. and Calumet Mining Company.

     "Facility Agreement" shall have the meaning ascribed thereto in the
recitals to this Agreement.

     "Future Rights" shall mean:  (a) all Equity Interests (other than Pledged
Interests) of the Issuer, and all securities convertible or exchangeable into,
and all warrants, options, or other rights to purchase, Equity Interests of the
Issuers; and (b) the certificates or instruments representing such Equity
Interests, convertible or exchangeable securities, warrants, and other rights
and all dividends, cash, options, warrants, rights, instruments, and other
property or proceeds from time to time received, receivable, or otherwise
distributed in respect of or in exchange for any or all of such Equity
Interests.

     "Holder" and "Holders" shall have the meanings ascribed thereto in Section
3 of this Agreement.

     "Issuers" shall mean each of the Persons identified as an Issuer on
Schedule 1 attached hereto (or any addendum thereto), and any successors
thereto, whether by merger or otherwise.

     "Lien" shall mean any lien, mortgage, pledge, assignment (including any
assignment of rights to receive payments of money), security interest, charge,
or encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof, or any agreement to give
any security interest).

     "Obligations" shall mean all liabilities, obligations, or undertakings
owing by Pledgor to Secured Party of any kind or description arising out of or
outstanding under, advanced or issued pursuant to, or evidenced by the Facility
Agreement, this Agreement, or the other Transaction Documents, irrespective of
whether for the payment of money, whether direct or indirect, absolute or
contingent, due or to become due, voluntary or involuntary, whether now existing
or hereafter arising, and including all interest (including interest that
accrues after the filing of a case under the Bankruptcy Code) and any and all
costs, fees (including attorneys fees), and expenses which Pledgor is required
to pay pursuant to any of the foregoing, by law, or otherwise.

     "Pledged Interests" shall mean (a) all Equity Interests of the Issuers
identified on Schedule 1; and (b) the certificates or instruments representing
such Equity Interests.

     "Pledgor" shall have the meaning ascribed thereto in the preamble to this
Agreement.


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<PAGE>
     "Proceeds" shall mean all proceeds (including proceeds of proceeds) of the
Pledged Interests and Future Rights including all:  (a) rights, benefits,
distributions, premiums, profits, dividends, interest, cash, instruments,
documents of title, accounts, contract rights, inventory, equipment, general
intangibles, payment intangibles, deposit accounts, chattel paper, and other
property from time to time received, receivable, or otherwise distributed in
respect of or in exchange for, or as a replacement of or a substitution for, any
of the Pledged Interests, Future Rights, or proceeds thereof (including any
cash, Equity Interests, or other securities or instruments issued after any
recapitalization, readjustment, reclassification, merger or consolidation with
respect to the Issuers and any security entitlements, as defined in Section
8-102(a)(17) of the Code, with respect thereto); (b) "proceeds," as such term is
defined in Section 9-102(a)(64) of the Code; (c) proceeds of any insurance,
indemnity, warranty, or guaranty (including guaranties of delivery) payable from
time to time with respect to any of the Pledged Interests, Future Rights, or
proceeds thereof; (d) payments (in any form whatsoever) made or due and payable
to Pledgor from time to time in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the Pledged Interests,
Future Rights, or proceeds thereof; and (e) other amounts from time to time paid
or payable under or in connection with any of the Pledged Interests, Future
Rights, or proceeds thereof.

     "Registered Organization" shall have the meaning ascribed thereto in
Section 9-102(a)(7) of the Code.

     "Secured Party" shall have the meaning ascribed thereto in the preamble to
this Agreement, together with its successors or assigns.

     "Securities Act" shall have the meaning ascribed thereto in Section 9(c) of
this Agreement.

     "Transaction Documents" shall mean the Facility Agreement and all other
agreements, instruments, or other documents entered into or executed in
connection therewith, in each case, as amended, restated, or otherwise modified
from time to time.

     (b)     CONSTRUCTION.
             ------------

          (i)     Unless the context of this Agreement clearly requires
otherwise, references to the plural include the singular and to the singular
include the plural, the part includes the whole, the term "including" is not
limiting, and the term "or" has, except where otherwise indicated, the inclusive
meaning represented by the phrase "and/or." The words "hereof," "herein,"
"hereby," "hereunder," and other similar terms in this Agreement refer to this
Agreement as a whole and not exclusively to any particular provision of this
Agreement. Article, section, subsection, exhibit, and schedule references are to
this Agreement unless otherwise specified. All of the exhibits or schedules
attached to this Agreement shall be deemed incorporated herein by reference. Any
reference to any of the following documents includes any and all alterations,
amendments, restatements, extensions, modifications, renewals, or supplements
thereto or thereof, as applicable: this Agreement, the Facility Agreement, or
any of the other Transaction Documents.


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<PAGE>
          (ii)     Neither this Agreement nor any uncertainty or ambiguity
herein shall be construed or resolved against Secured Party or Pledgor, whether
under any rule of construction or otherwise. On the contrary, this Agreement has
been reviewed by both of the parties and their respective counsel and shall be
construed and interpreted according to the ordinary meaning of the words used so
as to fairly accomplish the purposes and intentions of the parties hereto.

          (iii)     In the event of any direct conflict between the express
terms and provisions of this Agreement and of the Facility Agreement, the terms
and provisions of the Facility Agreement shall control.

2.     PLEDGE.  As security for the prompt payment and performance of the
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Obligations in full by Pledgor when due, whether at stated maturity, by
acceleration or otherwise (including amounts that would become due but for the
operation of the provisions of the Bankruptcy Code), Pledgor hereby pledges,
grants, transfers, and assigns to Secured Party a security interest in all of
Pledgor's right, title, and interest in and to the Collateral.

3.     DELIVERY AND REGISTRATION OF COLLATERAL.
       ---------------------------------------

     (a)     All certificates or instruments representing or evidencing the
Collateral shall be promptly delivered by Pledgor to Secured Party or Secured
Party's designee pursuant hereto at a location designated by Secured Party and
shall be held by or on behalf of Secured Party pursuant hereto, and shall be in
suitable form for transfer by delivery, or shall be accompanied by duly executed
indorsement certificate in the form attached hereto as Exhibit A or other
instrument of transfer or assignment in blank, in form and substance
satisfactory to Secured Party.

     (b)     Upon the occurrence and during the continuance of a Default,
Secured Party shall have the right, at any time in its discretion and without
notice to Pledgor, to transfer to or to register on the books of the Issuers (or
of any other Person maintaining records with respect to the Collateral) in the
name of Secured Party or any of its nominees any or all of the Collateral.  In
addition, Secured Party shall have the right at any time to exchange
certificates or instruments representing or evidencing Collateral for
certificates or instruments of smaller or larger denominations.

     (c)     If, at any time and from time to time, any Collateral (including
any certificate or instrument representing or evidencing any Collateral) is in
the possession of a person or entity other than Secured Party or Pledgor (a
"Holder"), then Pledgor shall immediately, at Secured Party's option, either
cause such Collateral to be delivered into Secured Party's possession, or cause
such Holder to enter into a control agreement, in form and substance
satisfactory to Secured Party, and take all other steps deemed necessary by
Secured Party to perfect the security interest of Secured Party in such
Collateral, all pursuant to Sections  9-106 and 9-313 of the Code or other
applicable law governing the perfection of Secured Party's security interest in
the Collateral in the possession of such Holder.

     (d)     Any and all Collateral (including dividends, interest, and other
cash distributions) at any time received or held by Pledgor shall be so received
or held in trust for Secured Party, shall be segregated from other funds and
property of Pledgor and shall be forthwith delivered to Secured Party in the
same form as so received or held, with any necessary indorsements;


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<PAGE>
provided, that cash dividends or distributions received by Pledgor, may be
retained by Pledgor in accordance with Section 4 and used in the ordinary course
of Pledgor's business.

     (e)     If at any time, and from time to time, any Collateral consists of
an uncertificated security or a security in book entry form, then Pledgor shall
immediately cause such Collateral to be registered or entered, as the case may
be, in the name of Secured Party, or otherwise cause Secured Party's security
interest thereon to be perfected in accordance with applicable law.

4.     VOTING RIGHTS AND DIVIDENDS.
       ---------------------------

     (a)     So long as no Default shall have occurred and be continuing,
Pledgor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Collateral or any part thereof for any purpose not
inconsistent with the terms of the Transaction Documents and shall be entitled
to receive and retain any cash dividends or distributions paid or distributed in
respect of the Collateral.

     (b)     Upon the occurrence and during the continuance of a Default, all
rights of Pledgor to exercise the voting and other consensual rights or receive
and retain cash dividends or distributions that it would otherwise be entitled
to exercise or receive and retain, as applicable pursuant to Section 4(a), shall
cease, and all such rights shall thereupon become vested in Secured Party, who
shall thereupon have the sole right to exercise such voting or other consensual
rights and to receive and retain such cash dividends and distributions.  Pledgor
shall execute and deliver (or cause to be executed and delivered) to Secured
Party all such proxies and other instruments as Secured Party may reasonably
request for the purpose of enabling Secured Party to exercise the voting and
other rights which it is entitled to exercise and to receive the dividends and
distributions that it is entitled to receive and retain pursuant to the
preceding sentence.

5.     REPRESENTATIONS, WARRANTIES AND COVENANT OF PLEDGOR.  Pledgor represents,
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warrants, and covenants as follows:

     (a)     Pledgor has taken all steps it deems necessary or appropriate to be
informed on a continuing basis of changes or potential changes affecting the
Collateral (including rights of conversion and exchange, rights to subscribe,
payment of dividends, reorganizations or recapitalization, tender offers and
voting and registration rights), and Pledgor agrees that Secured Party shall
have no responsibility or liability for informing Pledgor of any such changes or
potential changes or for taking any action or omitting to take any action with
respect thereto.

     (b)     Pledgor is a corporation organized and in good standing under the
laws of the State of Idaho.  Pledgor's registration number in the State of Idaho
is C14508.

     (c)     All information herein or hereafter supplied to Secured Party by or
on behalf of Pledgor in writing with respect to the Collateral is, or in the
case of information hereafter supplied will be, accurate and complete in all
material respects.

     (d)     Pledgor is and will be the sole legal and beneficial owner of the
Collateral (including the Pledged Interests and all other Collateral acquired by
Pledgor after the date


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<PAGE>
hereof) free and clear of any adverse claim, Lien, or other right, title, or
interest of any party, other than the Liens in favor of Secured Party.

     (e)     This Agreement, and the delivery to Secured Party of the Pledged
Interests representing Collateral (or the control agreements referred to in
Section 3 of this Agreement), creates a valid, perfected, and first priority
security interest in one hundred percent (100%) of the Pledged Interests in
favor of Secured Party securing payment of the Obligations, and all actions
necessary to achieve such perfection have been duly taken.

     (f)     Schedule 1 to this Agreement is true and correct and complete in
all material respects. Without limiting the generality of the foregoing:  (i)
except as set forth on Schedule 1, all the Pledged Interests are in certificated
form, and, except to the extent registered in the name of Secured Party or its
nominee pursuant to the provisions of this Agreement, are registered in the name
of Pledgor; and (ii) the Pledged Interests as to each of the Issuers constitute
at least the percentage of all the fully diluted issued and outstanding Equity
Interests of such Issuer as set forth in Schedule 1 to this Agreement.

     (g)     There are no presently existing Future Rights or Proceeds owned by
Pledgor.

     (h)     The Pledged Interests have been duly authorized and validly issued
and are fully paid and nonassessable.

     (i)     Neither the pledge of the Collateral pursuant to this Agreement nor
the extensions of credit represented by the Obligations violates Regulation T, U
or X of the Board of Governors of the Federal Reserve System.

6.     FURTHER ASSURANCES.
       ------------------

     (a)     Pledgor agrees that from time to time, at the expense of Pledgor,
Pledgor will promptly execute and deliver all further instruments and documents,
and take all further action that may be necessary or reasonably desirable, or
that Secured Party may request, in order to perfect and protect any security
interest granted or purported to be granted hereby or to enable Secured Party to
exercise and enforce its rights and remedies hereunder with respect to any
Collateral.  Without limiting the generality of the foregoing, Pledgor will:
(i) at the request of Secured Party, mark conspicuously each of its records
pertaining to the Collateral with a legend, in form and substance reasonably
satisfactory to Secured Party, indicating that such Collateral is subject to the
security interest granted hereby; (ii) execute and deliver such instruments or
notices, as may be necessary or reasonably desirable, or as Secured Party may
request, in order to perfect and preserve the first priority security interests
granted or purported to be granted hereby; (iii) allow inspection of the
Collateral by Secured Party or Persons designated by Secured Party; and (iv)
appear in and defend any action or proceeding that may affect Pledgor's title to
or Secured Party's security interest in the Collateral.

     (b)     Pledgor hereby authorizes Secured Party to file one or more
financing or continuation statements, and amendments thereto, relative to all or
any part of the Collateral.  A carbon, photographic, or other reproduction of
this Agreement or any financing statement covering the Collateral or any part
thereof shall be sufficient as a financing statement where permitted by law.


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<PAGE>
     (c)     Pledgor will furnish to Secured Party, upon the request of Secured
Party:  (i) a certificate executed by an authorized officer of Pledgor, and
dated as of the date of delivery to Secured Party, itemizing in such detail as
Secured Party may request, the Collateral which, as of the date of such
certificate, has been delivered to Secured Party by Pledgor pursuant to the
provisions of this Agreement; and (ii) such statements and schedules further
identifying and describing the Collateral and such other reports in connection
with the Collateral as Secured Party may request.

7.     COVENANTS OF PLEDGOR.  Pledgor shall:
       --------------------

     (a)     Perform each and every covenant in the Transaction Documents
applicable to Pledgor;

     (b)     Neither change its jurisdiction of organization nor cease to be a
corporation, in each case without giving Secured Party at least thirty (30) days
prior written notice thereof;

     (c)     To the extent it may lawfully do so, use its best efforts to
prevent the Issuers from issuing Future Rights or Proceeds, except for cash
dividends and other distributions to be paid by any Issuer to Pledgor; and

     (d)     Upon receipt by Pledgor of any material notice, report, or other
communication from any of the Issuers or any Holder relating to all or any part
of the Collateral, deliver such notice, report or other communication to Secured
Party as soon as possible, but in no event later than five (5) days following
the receipt thereof by Pledgor.

8.     SECURED PARTY AS PLEDGOR'S ATTORNEY-IN-FACT.
       -------------------------------------------

     (a)     Pledgor hereby irrevocably appoints Secured Party as Pledgor's
attorney-in-fact, with full authority in the place and stead of Pledgor and in
the name of Pledgor, Secured Party or otherwise, from time to time at Secured
Party's discretion, to take any action and to execute any instrument that
Secured Party may reasonably deem necessary or advisable to accomplish the
purposes of this Agreement, including:  (i) upon the occurrence and during the
continuance of a Default, to receive, indorse, and collect all instruments made
payable to Pledgor representing any dividend, interest payment or other
distribution in respect of the Collateral or any part thereof to the extent
permitted hereunder and to give full discharge for the same and to execute and
file governmental notifications and reporting forms; (ii) to enter into any
control agreements Secured Party deems necessary pursuant to Section 3 of this
Agreement; or (iii) to arrange for the transfer of the Collateral on the books
of any of the Issuers or any other Person to the name of Secured Party or to the
name of Secured Party's nominee.

     (b)     In addition to the designation of Secured Party as Pledgor's
attorney-in-fact in subsection (a), Pledgor hereby irrevocably appoints Secured
Party as Pledgor's agent and attorney-in-fact to make, execute and deliver any
and all documents and writings which may be necessary or appropriate for
approval of, or be required by, any regulatory authority located in any city,
county, state or country where Pledgor or any of the Issuers engage in business,
in order to transfer or to more effectively transfer any of the Pledged
Interests or otherwise enforce Secured Party's rights hereunder.


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<PAGE>
9.     REMEDIES UPON DEFAULT.  Upon the occurrence and during the continuance of
       ---------------------
a Default:

     (a)     Secured Party may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise available
to it, all the rights and remedies of a secured party on default under the Code
(irrespective of whether the Code applies to the affected items of Collateral),
and Secured Party may also without notice (except as specified below) sell the
Collateral or any part thereof in one or more parcels at public or private sale,
at any exchange, broker's board or at any of Secured Party's offices or
elsewhere, for cash, on credit or for future delivery, at such time or times and
at such price or prices and upon such other terms as Secured Party may deem
commercially reasonable, irrespective of the impact of any such sales on the
market price of the Collateral.  To the maximum extent permitted by applicable
law, Secured Party may be the purchaser of any or all of the Collateral at any
such sale and shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any portion of the
Collateral sold at any such public sale, to use and apply all or any part of the
Obligations as a credit on account of the purchase price of any Collateral
payable at such sale.  Each purchaser at any such sale shall hold the property
sold absolutely free from any claim or right on the part of Pledgor, and Pledgor
hereby waives (to the extent permitted by law) all rights of redemption, stay,
or appraisal that it now has or may at any time in the future have under any
rule of law or statute now existing or hereafter enacted.  Pledgor agrees that,
to the extent notice of sale shall be required by law, at least ten (10)
calendar days notice to Pledgor of the time and place of any public sale or the
time after which a private sale is to be made shall constitute reasonable
notification.  Secured Party shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given.  Secured Party may
adjourn any public or private sale from time to time by announcement at the time
and place fixed therefor, and such sale may, without further notice, be made at
the time and place to which it was so adjourned.  To the maximum extent
permitted by law, Pledgor hereby waives any claims against Secured Party arising
because the price at which any Collateral may have been sold at such a private
sale was less than the price that might have been obtained at a public sale,
even if Secured Party accepts the first offer received and does not offer such
Collateral to more than one offeree.

     (b)     Pledgor hereby agrees that any sale or other disposition of the
Collateral conducted in conformity with reasonable commercial practices of
banks, insurance companies, or other financial institutions in the city and
state where Secured Party is located in disposing of property similar to the
Collateral shall be deemed to be commercially reasonable.

     (c)     Pledgor hereby acknowledges that the sale by Secured Party of any
Collateral pursuant to the terms hereof in compliance with the Securities Act of
1933 as now in effect or as hereafter amended, or any similar statute hereafter
adopted with similar purpose or effect (the "Securities Act"), as well as
applicable "Blue Sky" or other state securities laws, may require strict
limitations as to the manner in which Secured Party or any subsequent transferee
of the Collateral may dispose thereof.  Pledgor acknowledges and agrees that in
order to protect Secured Party's interest it may be necessary to sell the
Collateral at a price less than the maximum price attainable if a sale were
delayed or were made in another manner, such as a public offering under the
Securities Act.  Pledgor has no objection to sale in such a manner and agrees
that Secured Party shall have no obligation to obtain the maximum possible price
for the Collateral.  Without limiting the generality of the foregoing, Pledgor
agrees that, upon the occurrence and during the continuation of a Default,
Secured Party may, subject to applicable


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law, from time to time attempt to sell all or any part of the Collateral by a
private placement, restricting the bidders and prospective purchasers to those
who will represent and agree that they are purchasing for investment only and
not for distribution. In so doing, Secured Party may solicit offers to buy the
Collateral or any part thereof for cash, from a limited number of investors
reasonably believed by Secured Party to be institutional investors or other
accredited investors who might be interested in purchasing the Collateral. If
Secured Party shall solicit such offers, then the acceptance by Secured Party of
one of the offers shall be deemed to be a commercially reasonable method of
disposition of the Collateral.

     (d)     If Secured Party shall determine to exercise its right to sell all
or any portion of the Collateral pursuant to this Section, Pledgor agrees that,
upon request of Secured Party, Pledgor will, at its own expense:

          (i)     use its best efforts to execute and deliver, and cause the
Issuers and the directors and officers thereof to execute and deliver, all such
instruments and documents, and to do or cause to be done all such other acts and
things, as may be necessary or, in the opinion of Secured Party, advisable to
register such Collateral under the provisions of the Securities Act, and to
cause the registration statement relating thereto to become effective and to
remain effective for such period as prospectuses are required by law to be
furnished, and to make all amendments and supplements thereto and to the related
prospectuses which, in the opinion of Secured Party, are necessary or advisable,
all in conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable thereto;

          (ii)     use its best efforts to qualify the Collateral under the
state securities laws or "Blue Sky" laws and to obtain all necessary
governmental approvals for the sale of the Collateral, as requested by Secured
Party;

          (iii)     cause the Issuers to make available to their respective
security holders, as soon as practicable, an earnings statement which will
satisfy the provisions of Section 11(a) of the Securities Act;

          (iv)     execute and deliver, or cause the officers and directors of
the Issuers to execute and deliver, to any person, entity or governmental
authority as Secured Party may choose, any and all documents and writings which,
in Secured Party's reasonable judgment, may be necessary or appropriate for
approval, or be required by, any regulatory authority located in any city,
county, state or country where Pledgor or the Issuers engage in business, in
order to transfer or to more effectively transfer the Pledged Interests or
otherwise enforce Secured Party's rights hereunder; and

          (v)     do or cause to be done all such other acts and things as may
be necessary to make such sale of the Collateral or any part thereof valid and
binding and in compliance with applicable law.

     Pledgor acknowledges that there is no adequate remedy at law for failure by
it to comply with the provisions of this Section and that such failure would not
be adequately compensable in


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damages, and therefore agrees that its agreements contained in this Section may
be specifically enforced.

     (e)     PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME
SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS
SECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR
MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING
OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS
SEECTION 9, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

10.     APPLICATION OF PROCEEDS.  Upon the occurrence and during the continuance
        -----------------------
of a Default, any cash held by Secured Party as Collateral and all cash Proceeds
received by Secured Party in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral pursuant to the exercise by
Secured Party of its remedies as a secured creditor as provided in Section 9
shall be applied from time to time by Secured Party as provided in the Facility
Agreement.

11.     INDEMNITY AND EXPENSES.  Pledgor agrees:
        ----------------------

     (a)     To indemnify and hold harmless Secured Party and each of its
directors, officers, employees, agents and affiliates from and against any and
all claims, damages, demands, losses, obligations, judgments and liabilities
(including, without limitation, reasonable attorneys' fees and expenses) in any
way arising out of or in connection with this Agreement or the Obligations,
except to the extent the same shall arise as a result of the negligence or
willful misconduct of the party seeking to be indemnified; and

     (b)     To pay and reimburse Secured Party upon demand for all reasonable
costs and expenses (including, without limitation, reasonable attorneys' fees
and expenses) that Secured Party may incur in connection with:  (i) the custody,
use or preservation of, or the sale of, collection from or other realization
upon, any of the Collateral, including the reasonable expenses of re-taking,
holding, preparing for sale or lease, selling or otherwise disposing of or
realizing on the Collateral; (ii) the exercise or enforcement of any rights or
remedies granted hereunder, under the Facility Agreement, or under any of the
other Transaction Documents or otherwise available to it (whether at law, in
equity or otherwise); or (iii) the failure by Pledgor to perform or observe any
of the provisions hereof.  The provisions of this Section shall survive the
execution and delivery of this Agreement, the repayment of any of the
Obligations, the termination of the commitments of Secured Party under the
Facility Agreement, and the termination of this Agreement or any other Credit
Document.

12.     DUTIES OF SECURED PARTY.  The powers conferred on Secured Party
        -----------------------
hereunder are solely to protect its interests in the Collateral and shall not
impose on it any duty to exercise such powers.  Except as provided in Section
9-207 of the Code, Secured Party shall have no duty with respect to the
Collateral or any responsibility for taking any necessary steps to preserve
rights against any Persons with respect to any Collateral.


                                       10
<PAGE>
13.     CHOICE OF LAW AND VENUE; WAIVER OF JURY TRIAL.
        ---------------------------------------------

     (a)     THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION, INTERPRETATION,
AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER,
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO
(WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF).  The parties agree
that any action or claim arising out of, or any dispute in connection with, this
Agreement, any rights, remedies, obligations, or duties hereunder, or the
performance or enforcement hereof or thereof, may be brought in the courts of
the State of Colorado or any federal court sitting therein and consents to the
non-exclusive jurisdiction of such court and to service of process in any such
suit being made upon the Debtor by mail at the address specified for notices in
the Facility Agreement.  The Debtor hereby waives any objection that it may now
or hereafter have to the venue of any such suit or any such court or that such
suit is brought in an inconvenient court.

     (b)     Pledgor and Secured Party hereby waive their respective rights to a
jury trial of any claim or cause of action based upon or arising out of this
Agreement or any of the transactions contemplated herein, including contract
claims, tort claims, breach of duty claims, and all other common law or
statutory claims.  Pledgor and Secured Party represent that each has reviewed
this waiver and each knowingly and voluntarily waives its jury trial rights
following consultation with legal counsel.  In the event of litigation, a copy
of this Agreement may be filed as a written consent to a trial by the court.

14.     AMENDMENTS; ETC.  No amendment or waiver of any provision of this
        ---------------
Agreement nor consent to any departure by Pledgor herefrom shall in any event be
effective unless the same shall be in writing and signed by Secured Party, and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given. No failure on the part of Secured
Party to exercise, and no delay in exercising any right under this Agreement,
any other Credit Document, or otherwise with respect to any of the Obligations,
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right under this Agreement, any other Credit Document, or otherwise with
respect to any of the Obligations preclude any other or further exercise thereof
or the exercise of any other right.  The remedies provided for in this Agreement
or otherwise with respect to any of the Obligations are cumulative and not
exclusive of any remedies provided by law.

15.     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.


                                       11
<PAGE>
                                         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
Ballsbridge                              One Mitre Square
Dubin 4 Ireland                          London EC3A 5AN
Attn:  Michael Schonfeld                 United Kingdom
Fax:  44-207-626-9041                    Attn:  Michael Schonfeld
E-mail:  Michael.Schonfeld@rmbi.co.uk    Fax:  44-207-626-9041
                                         E-mail:  Michael.Schonfeld@rmbi.co.uk

16.     CONTINUING SECURITY INTEREST.  This Agreement shall create a continuing
        ----------------------------
security interest in the Collateral and shall:  (a) remain in full force and
effect until the indefeasible payment in full of the Obligations, including the
cash collateralization, expiration, or cancellation of all Obligations, if any,
consisting of letters of credit, and the full and final termination of any
commitment to extend any financial accommodations under the Facility Agreement;
(b) be binding upon Pledgor and its successors and assigns; and (c) inure to the
benefit of Secured Party and its successors, transferees, and assigns.  Upon the
indefeasible payment in full of the Obligations, including the cash
collateralization, expiration, or cancellation of all Obligations, if any,
consisting of letters of credit, and the full and final termination of any
commitment to extend any financial accommodations under the Facility Agreement,
the security interests granted herein shall automatically terminate and all
rights to the Collateral shall revert to Pledgor.  Upon any such termination,
Secured Party will, at Pledgor's expense, execute and deliver to Pledgor such
documents as Pledgor shall reasonably request to evidence such termination.
Such documents shall be prepared by Pledgor and shall be in form and substance
reasonably satisfactory to Secured Party.

17.     SECURITY INTEREST ABSOLUTE.  To the maximum extent permitted by law, all
        --------------------------
rights of Secured Party, all security interests hereunder, and all obligations
of Pledgor hereunder, shall be absolute and unconditional irrespective of:

     (a)     any lack of validity or enforceability of any of the Obligations or
any other agreement or instrument relating thereto, including any of the
Transaction Documents;

     (b)     any change in the time, manner, or place of payment of, or in any
other term of, all or any of the Obligations, or any other amendment or waiver
of or any consent to any departure from any of the Transaction Documents, or any
other agreement or instrument relating thereto;

     (c)     any exchange, release, or non-perfection of any other collateral,
or any release or amendment or waiver of or consent to departure from any
guaranty for all or any of the Obligations; or


                                       12
<PAGE>
     (d)     any other circumstances that might otherwise constitute a defense
available to, or a discharge of, Pledgor.

18.     HEADINGS.  Section and subsection headings in this Agreement are
        --------
included herein for convenience of reference only and shall not constitute a
part of this Agreement or be given any substantive effect.

19.     SEVERABILITY.     In case any provision in or obligation under this
        ------------
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

20.     COUNTERPARTS.  This Agreement may be executed in one or more
        ------------
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same Agreement.

21.     WAIVER OF MARSHALING.  Each of Pledgor and Secured Party acknowledges
        --------------------
and agrees that in exercising any rights under or with respect to the
Collateral:  (a) Secured Party is under no obligation to marshal any Collateral;
(b) may, in its absolute discretion, realize upon the Collateral in any order
and in any manner it so elects; and (c) may, in its absolute discretion, apply
the proceeds of any or all of the Collateral to the Obligations in any order and
in any manner it so elects.  Pledgor and Secured Party waive any right to
require the marshaling of any of the Collateral.

     IN WITNESS WHEREOF, Pledgor and Secured Party have caused this Agreement to
be duly executed and delivered by their officers thereunto duly authorized as of
the date first written above.

WESTERN GOLDFIELDS, INC.



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


                                       13
<PAGE>
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
             ------------





                                       14
<PAGE>
<TABLE>
<CAPTION>
                                               SCHEDULE 1

                                            PLEDGED INTERESTS


                                                        Number of      Certificate     Percentage of
Name of           Jurisdiction of                     Shares/Units      Number(s)       Outstanding
Issuer             Organization    Type of Interest  (if applicable)    (if any)    Interests in Issuer
--------------------------------------------------------------------------------------------------------
<S>               <C>              <C>               <C>              <C>           <C>

Western Mesquite  Nevada           Common                  1,000,000             2                  100%
Mines, Inc.                        Stock

Calumet Mining    Idaho            Common                  6,990,000            36                  100%
Company                            Stock
</TABLE>





                                       15
<PAGE>