EXHIBIT 10.2
        LETTER OF AGREEMENT (OVORKHANGAI AIMAG OPTION AGREEMENT) BETWEEN
     THE COMPANY AND TON FEI FRED THAM & ASSOCIATES, DATED NOVEMBER 25, 2003

                                OPTION AGREEMENT

         (All dollar amounts herein expressed in United States dollars,
                        unless indicated to the contrary)



THIS AGREEMENT made effective as of the 25th day of November 2003.

BETWEEN:

          Mongolian Explorations Ltd.
          A Nevada State Corporation with an address at
          Suite 1605-750 West Pender Street, Vancouver, BC, Canada, V6C 2T8

          (the "MEL")
                                                     OF THE FIRST PART

AND:

          Ton Fei Fred Tham and Associates
          4323 West 12th Avenue, Vancouver, B.C., Canada, V6R 2P9

          (the "Tham")
                                                     OF THE SECOND PART

WHEREAS:

A. Tham is the owner of mineral licenses located in Outer Mongolia.

B. Tham has  agreed to grant an  exclusive  option to MEL to  acquire up to 100%
interest  in a  mineral  license  representing  approximately  118,000  hectares
located in  Ovurkhangai  Aimag of Mongolia on terms subject to the conditions of
this Agreement.

NOW THEREFORE THIS  AGREEMENT  WITNESSES  that in  consideration  of exploration
expenditures  (see Section 2) and cash payment $20,000 and 500,000  unrestricted
free trading common stock in the name of Ton Fei Fred Tham, both due by December
31, 2003, the parties agree as follows:

1.   DEFINITIONS

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For the purposes of this  Agreement the  following  words and phrases shall have
the following meanings, namely:

a)   "Exploration  and Development"  means any and all activities  comprising or
     undertaken  in  connection  with the  exploration  and  development  of the
     Property,  the  construction  of a  mine  and  mining  facilities  on or in
     proximity  to  the  Property  and  placing  the  Property  into  commercial
     production;

b)   "Exploration  Expenditures"  means  all  reasonable  and  necessary  monies
     expended on or in connection with Exploration and Development as determined
     in accordance  with generally  accepted  accounting  principles  including,
     without limiting the generality of the foregoing:

     I.   the cost of entering upon, surveying,  prospecting and drilling on the
          Property;

     II.  the cost of any  geophysical,  geochemical  and geological  reports or
          surveys  relating to the Property;

     III. all filing and other fees and charges  necessary  or advisable to keep
          the Property in good standing with any regulatory  authorities  having
          jurisdiction;

     IV.  all  rentals,  royalties,  taxes  (exclusive  of all income  taxes and
          mining taxes based on income and which are or may be assessed  against
          any of the parties hereto) and any assessments whatsoever, whether the
          same  constitute  charges on the  Property or arise as a result of the
          operation thereon;

     V.   the  cost,  including  rent and  finance  charges,  of all  buildings,
          machinery,  tools,  appliances and equipment and related capital items
          that  may be  erected,  installed  and  used  from  time  to  time  in
          connection with Exploration and Development;

     VI.  the  cost of  construction  and  maintenance  of  camps  required  for
          Exploration and  Development;

     VII. the cost of transporting persons, supplies, machinery and equipment in
          connection with Exploration and Development;

     VIII.all  wages  and  salaries  of  persons   engaged  in  Exploration  and
          Development  and any assessments or levies made under the authority of
          any regulatory body having  jurisdiction  with respect to such persons
          or  supplying  food,  lodging  and  other  reasonable  needs  for such
          persons;

     IX.  all costs of  consulting  and  other  engineering  services  including
          report preparation;

     X.   the cost of  compliance  with all  statutes,  orders  and  regulations
          respecting environmental reclamation,  restoration and other like work
          required as a result of conducting Exploration and Development; and

     XI.  all costs of searching for, digging, working, sampling,  transporting,
          mining and procuring, other minerals, ores, and metals from and out of
          the Property;

c)   "Mineral License" means the mineral license described in Schedule B to this
     Agreement,  including:  (i) any replacement or successor licenses; and (ii)
     all  mining  leases  and  other  mining  interests  derived  from  any such
     licenses;


<PAGE>

d)   "Option" means the option to acquire up to 100%  undivided  interest in and
     to the Property as provided in this Agreement;

e)   "Option  Period"  means the period from the date of this  Agreement  to and
     including the date of exercise or termination of the Option;

f)   "Property" means the Mineral License and the Property Rights;

g)   "Property Rights" means all licenses,  permits,  easements,  rights-of-way,
     certificates  and other approvals  obtained by either of the parties either
     before or after the date of this  Agreement in connection  with the Mineral
     Licenses; and

h)   "Ton Fei Fred Tham and Associates" means Tham.

2.   GRANT AND EXERCISE OF OPTION

Tham hereby grants to MEL the sole and exclusive  right and option to acquire up
to a 100%  undivided  interest  in and to the  Property  free  and  clear of all
charges,  encumbrances  and  claims on the  following  terms and  subject to the
following conditions:

(a)  The Option shall be exercised by MEL upon the following conditions:

     (i)  incurring  Exploration  Expenditures  totaling  up to  $300,000 on the
          Property as follows:

          1)   $10,000 on or before February 28, 2004;

          2)   an additional $35,000 on or before February 28, 2005;

          3)   an additional  $75,000 on or before  December 31, 2005; and

          4)   an additional $180,000 on or before December 31, 2006.

(b)  In the event that MEL spends,  in any of the above  periods,  less than the
     specified  sum, MEL must pay to Tham the  difference  between the amount of
     actual expenditures and the required specified sum within 30 says after the
     respective  required time period in full  satisfaction  of the  Exploration
     Expenditures to be incurred.  In the event that MEL spends,  in any period,
     more than the  specified  sum,  the  excess  shall be carried  forward  and
     applied  to the  Exploration  Expenditures  to be  incurred  in  succeeding
     periods.

(d)  Upon exercise of the Option in full by December 31, 2006, a 100%  undivided
     right, title and interest in and to the Property shall vest to MEL free and
     clear of all charges,  encumbrances and claims, subject only the payment of
     a 1.5% Net Smelter Return Royalty  ("NSR") to Tham realized from production
     on the Property.  Net Smelter returns shall be the gross proceeds  received
     by MEL, the manager and operator (the  "Manager")  of the Property,  in any
     year  from the sale of ore  (being  any  material  containing  minerals  of
     commercial  economic  value  including any  concentrates  or other products
     derived  there  from)  from the  mining  operation  on the  Property,  less
     successively:

     (i)   custom smelting costs, treatment charges and penalties including, but
           not being limited to, metal  losses,  penalties  for  impurities  and
           charges for refining,  selling and handling by the smelter,  refinery
           or other purchaser; and


<PAGE>

     (ii)  costs of handling, transporting and insuring ores, minerals and other
           materials or  concentrates  from the Property or from a concentrator,
           whether  situated on or off the Property,  to a smelter,  refinery or
           other place of treatment; and

     (iii) ad  valorum  taxes and taxes  based upon  production,  but not income
           taxes.

3.   RIGHT OF ENTRY

During the Option Period, MEL, its servants,  agents and workmen and any persons
duly  authorized by MEL, shall have the right of access to and from and to enter
upon and take  possession of and  prospect,  explore and develop the Property in
such manner as MEL in its sole  discretion may deem advisable for the purpose of
incurring Exploration Expenditures,  and shall have the right to remove and ship
there from ores,  minerals,  metals,  or other products  recovered in any manner
there from as per in  accordance  with  Mongolian  mining and  mineral  laws and
regulations.


4.   COVENANTS OF MEL

MEL covenants and agrees that during the term of this Agreement:

a)   MEL shall  keep the  Property  clear of all liens,  encumbrances  and other
     charges;

b)   MEL shall carry on all operations on the Property in a good and workmanlike
     manner and in compliance with all applicable local governmental regulations
     and restrictions including but not limited to the posting of ay reclamation
     bonds  as  may  be  required  by  any  local  governmental  regulations  or
     regulatory authorities;

c)   MEL shall pay or cause to be paid any rates,  taxes,  duties,  annual  fees
     and/or claim maintenance fees,  royalties,  workers'  compensation or other
     assessments  or fees levied  with  respect to its  operations  thereon on a
     timely basis;

d)   MEL shall pay the yearly claim maintenance  payments  necessary to maintain
     the claims in good standing on a timely basis;

e)   MEL shall  maintain  books of account in  respect of its  expenditures  and
     operations  on the Property and, upon  reasonable  notice,  shall make such
     books available for inspection by representatives of Tham;

f)   MEL shall  allow any duly  authorized  agent or  representative  of Tham to
     inspect the Property at reasonable  times and intervals and upon reasonable
     notice given to MEL;

g)   MEL shall  allow  Tham  access at  reasonable  times to all maps,  reports,
     sample  results  and other  technical  data  prepared or obtained by MEL in
     connection with its operations on the Property;

h)   MEL shall  indemnify  and save Tham harmless of and from any and all costs,
     claims,  loss and damages  whatsoever  incidental  to or arising out of any
     work or  operations  carried  out by or on behalf  of MEL on the  Property,
     including any liability of an environmental nature.


<PAGE>

i)   MEL must develop honestly the following information, reports and statements
     in due time. One copy each of the following in English and Mongolian  shall
     be forwarded to Tham who will the pass them to the necessary  parties to be
     the  Geology  Mining and  Inspection  Service  (GMIS) of  Mongolia  and the
     Minerals Authority (MA) of Mongolia respectively.

     i.    Work  plan  on  prospecting  and  exploration.  (within  30  days  of
           acquiring  option).

     ii.   Annual  report  on any  prospecting  activities  taken  place  on the
           property.

     iii.  Reports and safety on the labor safety engineering where necessary.

     iv.   Provided that the agreement is terminated, MEL shall forward one copy
           to Tham of a report on any work done on the  property if work is done
           in the duration of the agreement within 30 days of the termination of
           the agreement.

     v.    Shall  develop  within  30 days of the work  plan on the  nature  and
           environmental protection and shall them presented and approved by the
           Governor of the county and  district  doing so  obtaining an official
           attestation thereon from the concerned Governor.

     vi.   In  conducting  the  prospecting  and  exploration  work,  the  first
           priority shall be to employ the citizens where necessary of Mongolia.

j)   MEL has not been involved in any litigation,  government  investigation  or
     other  government  proceeding  and,  to the best  knowledge  of MEL and its
     existing  shareholders,  no litigation,  government  investigation or other
     government proceeding is threatened against MEL.

k)   MEL must take steps to make itself aware of local mining and mineral  laws,
     rules and  regulations,  and required  deadlines for filing and payments of
     due and fees.

l)   MEL hereby  represents  and warrants that it has full  corporate  power and
     authority  to enter  into  this  Agreement  and the  entering  into of this
     Agreement  does not  conflict  with any  applicable  local laws or with its
     charter documents or any contract or other commitment to which it is party;
     and the execution of this  Agreement and the  performance of its terms have
     been duly  authorized  by all  necessary  corporate  actions  including the
     resolution of its board of directors.

5.   COVENANTS OF THAM

Tham hereby represents and warrants to MEL and covenants with MEL that:

a)   The  Property is in good  standing  with all local  regulatory  authorities
     having  jurisdictions and all required claim maintenance payments have been
     made to date;

b)   Tham is, and at all times  during the term of this  Agreement  will be, the
     recorded holder and beneficial  owner of all of the Property free and clear
     of all liens,  charges  and claims of others  and no  outstanding  taxes or
     rentals are due in respect of any of the mineral licenses;


<PAGE>

c)   The  Mineral  Licenses  have been duly and  validly  located  and  recorded
     pursuant  to the local laws of the  jurisdiction  in which the  Property is
     situate;

d)   It has not done anything whereby the mineral claims comprising the Property
     may be in any way encumbered;

e)   It has full corporate  power and authority to enter into this Agreement and
     the entering into of this  Agreement  does not conflict with any applicable
     local  laws  or  with  its  charter  documents  or any  contract  or  other
     commitment to which it is party;

f)   The execution of this Agreement and the  performance of its terms have been
     duly authorized by all necessary parties.

g)   Tham has not been involved in any litigation,  government  investigation or
     other  government  proceeding  and, to the best  knowledge,  no litigation,
     government  investigation  or other  government  proceeding  is  threatened
     against Tham.


6.   ASSIGNMENT

With the consent of the other party,  which  consent  shall not be  unreasonably
withheld,  each of MEL and Tham has the right to  assign  all or any part of its
fully owned  interest in this  Agreement and or in the Property,  subject to the
terms and  conditions  of this  Agreement and per the rules and  regulations  of
Mongolian mining and mineral laws. It shall be a condition precedent to any such
assignment  that the assignee of the  interest  being  transferred  agrees to be
bound by the terms of this Agreement, insofar as they are applicable.

If either party (an "Selling  Party")  should  receive a bona fide offer from an
independent third party (the "Proposed  Purchaser") dealing at arm's length with
the Selling  Party to purchase  all or a part of its  interest in the  Property,
which offer the Selling Party desires to accept, or if the Selling Party intends
to sell all or a part of its interest in the Property:

a)   The Selling  Party shall first offer (the "Offer") such interest in writing
     to the other party (the "Other  Party") upon terms no less  favorable  than
     those  offered by the  Proposed  Purchaser or intended to be offered by the
     Selling Party, as the case may be.

b)   The Offer shall specify the price,  terms and  conditions of such sale, the
     name of the Proposed  Purchaser and shall, in the case of an intended offer
     by the Selling  Party,  disclose  the person or persons to whom the Selling
     Party  intends to offer its  interest  and,  if the offer  received  by the
     Selling Party from the Proposed  Purchaser  provides for any  consideration
     payable  to the  Selling  Party  otherwise  than in cash,  the Offer  shall
     include the Selling  Party's good faith estimate of the cash  equivalent of
     the non-cash consideration.

c)   If within a period of 60 days of the  receipt of the Offer the Other  Party
     notifies the Selling  Party in writing  that it will accept the Offer,  the
     Selling  Party  shall be bound to sell such  interest to the Other Party on
     the terms and  conditions  of the Offer.  If the Offer so  accepted  by the
     Other Party  contains the Selling  Party's good faith  estimate of the cash
     equivalent of the non cash  consideration  as  aforesaid,  and if the Other
     Party  disagrees with the Selling  Party's best  estimate,  the Other Party
     shall so notify the Selling Party at the time of  acceptance  and the Other
     Party shall, in such notice, specify what it considers,  in good faith, the
     fair cash  equivalent to be and the resulting  total purchase price. If the
     Other Party so


<PAGE>

     notifies  the Selling  Party,  the  acceptance  by the Other Party shall be
     effective and binding upon the Selling  Party and the Other Party,  and the
     cash equivalent of any such non-cash  consideration  shall be determined by
     binding  arbitration  and shall be payable by the Other  Party,  subject to
     prepayment  as   hereinafter   provided,   within  60  days  following  its
     determination by arbitration. The Other Party shall in such case pay to the
     Selling  Party,  against  receipt  of an  absolute  transfer  of clear  and
     unencumbered  title to the  interest of the Selling  Party being sold,  the
     total  purchase price which is specified in its notice to the Selling Party
     and such  amount  shall be  credited  to the  amount  determined  following
     arbitration of the cash equivalent of any non-cash consideration.

d)   If the Other Party fails to notify the Selling Party before the  expiration
     of the time limited  therefore that it will purchase the interest  offered,
     the Selling  Party may sell and  transfer  such  interest  to the  Proposed
     Purchaser  at the price and on the terms and  conditions  specified  in the
     Offer for a period of 60 days, but the terms of this paragraph  shall again
     apply  to such  interest  if the  sale  to the  Proposed  Purchaser  is not
     completed within such 60 days.

e)   Any  sale  hereunder  shall be  conditional  upon  the  Proposed  Purchaser
     delivering a written  undertaking to the Other Party, in form and substance
     satisfactory  to its counsel,  to be bound by the terms and  conditions  of
     this Agreement.


7.   CONFIDENTIALITY OF INFORMATION

Each  of MEL  and  Tham  shall  treat  all  data,  reports,  records  and  other
information of any nature whatsoever relating to this Agreement and the Property
as  confidential,  except where such  information  must be disclosed  for public
disclosure requirements of a public company.


8.   TERMINATION

a)   Until such time as the Option is exercised pursuant to this Agreement shall
     terminate upon any of the following events:

     1)   upon  the  failure  of MEL to  make a  payment  or  incur  Exploration
          Expenditures required by and within the time limits prescribed;

     2)   in the event  that MEL,  not  being at the time in  default  under any
          provision of this Agreement,  gives 30 day's written notice to Tham of
          the termination of this Agreement;

     3)   in the event that MEL shall fail to comply with any of its obligations
          hereunder, and within 30 days of receipt by MEL of written notice from
          Tham of such default, MEL has not:

          a)   cured such default, or commenced proceedings to cure such default
               and prosecuted same to completion without undue delay; or

          b)   given Tham notice that it denies that such default has  occurred.

b)   Upon termination of this Agreement, MEL shall:


<PAGE>

     1)   transfer  any  interest  in title  to the  Property,  if any,  in good
          standing  to  Tham  free  and  clear  of  all  liens,   charges,   and
          encumbrances;

     2)   turn  over  to Tham  copies  of all  maps,  reports,  sample  results,
          contracts and other data and  documentation  in the  possession of MEL
          or, to the extent  within  MEL's  control,  in the  possession  of its
          agents, employees or independent  contractors,  in connection with its
          operations on the Property; and

     3)   ensure that the Property is in a safe  condition and complies with all
          environmental  and safety  standards  imposed  by any duly  authorized
          regulatory authority.

c)   Upon the  termination  of this  Agreement,  MEL shall cease to be liable to
     Tham in debt, damages or otherwise save for the performance of those of its
     obligations which theretofore should have been performed.

d)   Upon termination of this Agreement,  MEL shall vacate the Property within a
     reasonable time after such termination,  but shall have the right of access
     to the  Property for a period of six months  thereafter  for the purpose of
     removing its chattels, machinery, equipment and fixtures.

e)   In the  event  that MEL gives  notice  that it  denies  that a default  has
     occurred,  MEL shall not be deemed in default  until the matter  shall have
     been determined  finally  through such means of dispute  resolution as such
     matter has been subjected to by either party.

9.   FORCE MAJEURE

The time for  performance  of any act or making any  payment or any  expenditure
required  under this  Agreement  shall be extended by the period of any delay or
inability to perform due to fire,  strikes,  labor  disturbances,  riots,  civil
commotion,  wars,  acts  of God,  any  present  or  future  law or  governmental
regulation,  any shortages of labor, equipment or materials,  or any other cause
not  reasonably  within the control of the party in default,  other than lack of
finances.

10.  ARBITRATION

All questions or matters in dispute under this  Agreement  shall be submitted to
arbitration  pursuant to the terms hereof:

a)   It shall be a condition  precedent  to the right of any party to submit any
     matter to  arbitration  pursuant to the provisions  hereof,  that any party
     intending to refer any matter to arbitration shall have given not less than
     10  days'  prior  notice  of its  intention  to do so to the  other  party,
     together with  particulars  of the matter in dispute.  On the expiration of
     such 10 days,  the party  who gave such  notice  may  proceed  to refer the
     dispute to arbitration as provided in paragraph (c).

b)   The party  desiring  arbitration  shall appoint one  arbitrator,  and shall
     notify the other  party of such  appointment,  and the other  party  shall,
     within  15  days  after  receiving  such  notice,  either  consent  to  the
     appointment of such  arbitrator  which shall then carry out the arbitration
     or  appoint  an  arbitrator,  and  the two  arbitrators  so  named,  before
     proceeding to act,  shall,  within 30 days of the  appointment  of the last
     appointed  arbitrator,  unanimously  agree  on the

<PAGE>

     appointment  of a third  arbitrator to act with them and be chairman of the
     arbitration  herein  provided for. If the other party shall fail to appoint
     an arbitrator  within 15 days after receiving  notice of the appointment of
     the first arbitrator, the first arbitrator shall be the only arbitrator. If
     the two  arbitrators  appointed by the parties  shall be unable to agree on
     the appointment of the chairman,  the chairman shall be appointed under the
     provisions  of the  Arbitration  Act of the  State  of  Nevada.  Except  as
     specifically  otherwise  provided in this section,  the arbitration  herein
     provided for shall be conducted in accordance  with such Act. The chairman,
     or in  the  case  where  only  one  arbitrator  is  appointed,  the  single
     arbitrator,  shall  fix a time and  place in  Nevada,  for the  purpose  of
     hearing the  evidence  and  representations  of the  parties,  and he shall
     preside over the  arbitration  and determine all questions of procedure not
     provided for under such Act or this section. After hearing any evidence and
     representations that the parties may submit, the single arbitrator,  or the
     arbitrators, as the case may be, shall make an award and reduce the same to
     writing,  and deliver one copy thereof to each of the parties.  The expense
     of the arbitration shall be paid as specified in the award.

c)   The parties  agree that the award of a majority of the  arbitrators,  or in
     the case of a single  arbitrator,  of such  arbitrator,  shall be final and
     binding upon each of them.

11.  NOTICES

Any notice, election, consent or other writing required or permitted to be given
hereunder  shall be  deemed  to be  sufficiently  given if  delivered  or mailed
postage  prepaid or if given by  telegram,  telex or  telecopier,  addressed  as
follows:

     In the case of Tham:  Ton Fei Fred Tham and Associates
                           4323 West 12th Avenue, Vancouver, BC, Canada, V6C 2T6

     In the case of MEL:   Mongolian Explorations Ltd.
                           Suite 1605 - 750 West Pender St., Vancouver, BC
                           Canada, V6C 2T8

and any such notice given as aforesaid shall be deemed to have been given to the
parties hereto if delivered, when delivered, or if mailed, on the third business
day following the date of mailing, or, if telegraphed, telexed or telecopied, on
the same day as the telegraphing, telexing or telecopying thereof. Any party may
from time to time by notice in writing  change its address  for the  purposes of
this Section 11.

<PAGE>

12.  GENERAL TERMS AND CONDITIONS

a)   The parties  hereto  hereby  covenant and agree that they will execute such
     further  agreements,  conveyances  and  assurances as may be requisite,  or
     which counsel for the parties may deem necessary to  effectually  carry out
     the intent of this Agreement.

b)   This Agreement shall  constitute the entire  agreement  between the parties
     with respect to the Property.  No  representations or inducements have been
     made save as herein set forth. No changes,  alteration or  modifications of
     this  Agreement  shall be  binding  upon  either  party  until and unless a
     memorandum  in writing to such effect shall have been signed by all parties
     hereto.  This  Agreement  shall  supersede  all previous  written,  oral or
     implied  understandings  between  the parties  with  respect to the matters
     covered hereby.

c)   Time shall be of the essence of this Agreement.

d)   The titles to the  sections in this  Agreement  shall not be deemed to form
     part of this  Agreement  but  shall be  regarded  as  having  been used for
     convenience of reference only.

e)   Wherever possible, each provision of this Agreement shall be interpreted in
     such manner as to be effective and valid under  applicable  law, but if any
     provision  shall be prohibited by or be invalid under  applicable law, such
     provision  shall be ineffective  only to the extent of such  prohibition or
     invalidity,  without  invalidating  the remainder of such  provision or the
     remaining provisions of this Agreement.

f)   The Schedule  and/or Exhibit to this Agreement  shall be construed with and
     as an integral  part of this  Agreement  to the same extent as if they were
     set forth verbatim herein.

g)   Defined  terms  contained in this  Agreement  shall have the same  meanings
     where used in the Schedule and/or Exhibit.

h)   This Agreement  shall be governed by and interpreted in accordance with the
     laws of the State of Nevada applicable therein.

i)   This  Agreement  shall  enure to the  benefit  of and be  binding  upon the
     parties  hereto  and their  respective  heirs,  executors,  administrators,
     successors and assigns.

13.  AGREEMENT TO BE BOUND

MEL hereby  agrees to be bound by the terms of the  Agreement to the extent that
they are  applicable  to MEL's  interest in the  Property  upon  exercise of the
Option by MEL.



WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the
day and year first above written.


MONGOLIAN EXPLORATIONS LTD.                  TON FEI FRED AND ASSOCIATES
by its authorized signatory:                 by its authorized signatory:


/s/ Ivan Bebek                               /s/ Ton Fei Fred Tham
------------------------------               -----------------------------
Ivan Bebek, President, Director              Signature of Authorized Signatory

<PAGE>

                                   SCHEDULE A

                           MINERAL CLAIMS DESCRIPTION


1    102 00'00"       46 19'10"         8  102 28'50"          46 07'40"
2    102 24'50"       46 19'10"         9  102 28'50"          46 01'00"
3    102 24'50"       46 16'40"        10  102 26'00"          46 01'00"
4    102 28'50"       46 16'40"        11  102 26'00"          46 05'00"
5    102 28'50"       46 10'00"        12  102 23'00"          46 05'00"
6    102 26'00"       46 10'00"        13  102 23'00"          46 01'00"
7    102 26'00"       46 07'40"        14  102 00'00"          46 01'00"



                                [GRAPHIC OMITTED]


<PAGE>

                                   SCHEDULE B

                          MINERAL LICENSE NUMBER 6524X

The license is granted by the Office of  Geological  and Mining  Cadastre of the
Mineral  Resources  Authority  of  Mongolia  on the basis of  Article  14 of the
Minerals  Law  of  Mongolia  in  recognition  of  the  Holder's  conducting  the
prospecting of mineral  resources on the  prospecting  area,  involving  118,223
hectares  of square,  located  in the place  named  Bichigt  of Uyamga,  Taragt,
Khairkhandulaan soums (counties) of Uvurkhangai Aimag (province) for a period of
3 years in conformity  with the terms and conditions and rules and  regulations,
stipulated by the Minerals Law.