Exhibit 10.1

                        EMPLOYMENT AND SERVICE AGREEMENT

This employment agreement (this "Agreement"), dated as of November 29, 2010 (the
"Effective  Date"),  is made by and  between  ASAPA Gold Corp.  fka  Renaissance
BioEnergy,  Inc., a Nevada  corporation  (the  "Corporation"),  and Ronald Yadin
Lowenthal (the "Executive") (each, a "Party" and together, the "Parties").

WHEREAS,  the Executive is employed as President and Chief Executive  Officer of
the Corporation; and

WHEREAS,  the Parties wish to establish the terms of the Executive's  employment
by the Corporation;

NOW,  THEREFORE,  in  consideration  of the  foregoing,  of the mutual  promises
contained herein and of other good and valuable  consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  the  Parties,  intending  to be
legally bound, hereby agree as follows:

1. POSITION/DUTIES:-

     (a)  During  the  Employment  Term (as  defined  in  Section 2 below),  the
          Executive shall serve as President and as the Chief Executive  Officer
          of the  Corporation.  In this capacity the  Executive  shall have such
          duties, authorities and responsibilities commensurate with the duties,
          authorities and  responsibilities  of persons in similar capacities in
          similarly  sized  companies  and  such  other  reasonable  duties  and
          responsibilities  as the Board of  Directors of the  Corporation  (the
          "Board") shall  designate.  The Executive shall report directly to the
          Board of Directors of the  Corporation.  The Executive  shall obey the
          lawful  directions of the Board and shall use his diligent  efforts to
          promote the interests of the  Corporation  and to maintain and promote
          the reputation thereof.

     (b)  During the Employment  Term, the Executive  shall use his best efforts
          to perform his duties  under this  Agreement  and shall as much of his
          time  energy  and  skill in the  performance  of his  duties  with the
          Corporation.

2. EMPLOYMENT TERM:-

Except for  earlier  termination  as  provided  in  Section  6, the  Executive's
employment  under this Agreement  shall be for a TWO-YEAR TERM commencing on the
Effective Date and ending on November 25, 2012 (the "Employment Term").
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3. BASE SALARY:-

The  Corporation  agrees to pay to the Executive a base salary at an annual rate
of not less than US$50,000 (Fifty thousand dollars),  payable in accordance with
the regular payroll  practices of the  Corporation.  The Executive's Base Salary
shall be subject to annual  review by the Board (or a  committee  thereof).  The
base  salary as  determined  herein  from time to time  shall  constitute  "Base
Salary" for purposes of this Agreement.  It is recorded that the Executive shall
receive the full  settlement of his first 2 (two) years' base salary through the
issue by the Corporation to the Executive of an amount of 300,000 (Three hundred
thousand)  restricted shares of the Corporation's shares of Common Stock; issued
to the Executive at Par Value.

These  shares of the  Corporation's  Common  Stock shall not be  available to be
assigned,  pledged,  sold,  lent or in any way alienated for a period of 2 (two)
years commencing from the date this Agreement. These shares are restricted under
Regulation  144 and  shall  be held  "on  book"  by the  Transfer  Agent  to the
Corporation;  for an on  behalf of the  Executive.  The  Executive  shall not be
permitted  to  request  these  shares  of the  Corporation's  Common  Stock,  in
certificated  form,  until the  expiration of the 2 (two) years from the date of
their issue to the Executive.

4. BONUS:-

With respect to each full fiscal year during the Employment  Term, the Executive
shall be eligible to earn an annual bonus (the  "Annual  Bonus") in such amount,
if any, as  determined  in the sole  discretion  of the Board of up to 100% (One
hundred  percent) of the  Executive's  Base Salary.  In addition,  the Executive
shall be eligible to participate in the Corporation's  bonus and other incentive
compensation plans and programs (if any) for the Corporation's senior executives
at a level  commensurate with his position and may be entitled to bonus payments
in addition to the amount set forth hereinabove.

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5. EMPLOYEE BENEFITS:-

     (a)  BENEFIT PLANS.

          The Executive shall be eligible to participate in any employee benefit
          plan of the  Corporation,  including,  but  not  limited  to,  equity,
          pension, thrift, profit sharing, medical coverage, education, or other
          retirement or welfare benefits that the Corporation has adopted or may
          adopt,  maintain  or  contribute  to for  the  benefit  of its  senior
          executives,  at a level  commensurate  with his positions,  subject to
          satisfying the applicable  eligibility  requirements.  The Corporation
          may at any  time  or  from  time to time  amend,  modify,  suspend  or
          terminate any employee  benefit plan,  program or arrangement  for any
          reason in its sole discretion.

     (b)  VACATION:-

          The  Executive  shall  be  entitled  to an  annual  paid  vacation  in
          accordance  with  the   Corporation's   policy  applicable  to  senior
          executives from time to time in effect,  but in no event less than two
          weeks  per  calendar  year (as  prorated  for  partial  years),  which
          vacation may be taken at such times as the  Executive  elects with due
          regard to the needs of the  Corporation.  The  carry-over  of vacation
          days shall be in accordance with the  Corporation's  policy applicable
          to senior executives from time to time in effect.

     (c)  BUSINESS AND ENTERTAINMENT EXPENSES:-

          Upon presentation of appropriate documentation, the Executive shall be
          reimbursed for all reasonable and necessary business and entertainment
          expenses  incurred in connection  with the  performance  of his duties
          hereunder,   all  in  accordance   with  the   Corporation's   expense
          reimbursement policy applicable to senior executives from time to time
          in effect.

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     (d)  SIGNING BONUS:-

          Upon  execution of this  Agreement,  the Executive  shall be awarded a
          "Signing"  bonus to be settled  through the  issuance of 200,000  (Two
          hundred thousand)  restricted shares of the Corporation's Common Stock
          and at Par Value.

          These shares of the Corporation's  Common Stock shall not be available
          to be assigned,  pledged,  sold,  lent or in any way  alienated  for a
          period of 3 (three)  years  commencing  from the date this  Agreement.
          These shares are restricted under Regulation 144 and shall be held "on
          book" by the Transfer  Agent to the  Corporation;  for an on behalf of
          the Executive.  The Executive  shall not be permitted to request these
          shares of the Corporation's  Common Stock, in certificated form, until
          the  expiration of the 3 (three) years from the date of their issue to
          the Executive.

     (e)  LIABILITY INSURANCE

          The   Corporation   undertakes  to  procure   suitable  and  necessary
          Director's  Liability  Insurance for the Executive.  The costs of this
          Insurance are to be borne by the Corporation.

6. TERMINATION:-

The Executive's  employment and the Employment Term shall terminate on the first
of the following to occur:

     (a)  DISABILITY:-

          On  the  thirtieth   (30th)  day  following   written  notice  by  the
          Corporation  to the Executive of termination  due to  Disability.  For
          purposes of this Agreement, "Disability" shall mean a determination by
          the  Corporation  in  accordance  with  applicable  law  that due to a
          physical or mental injury,  infirmity or incapacity,  the Executive is
          unable to perform the  essential  functions of his job with or without
          accommodation  for 180 days  (whether or not  consecutive)  during any
          12-month period.

     (b)  DEATH:-

          Automatically upon the date of death of the Executive.

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     (c)  CAUSE:-

          Immediately upon written notice by the Corporation to the Executive of
          a  termination  for Cause.  "Cause"  shall mean,  as determined by the
          Board (or its  designee)  (1) conduct by the  Executive in  connection
          with his  employment  duties or  responsibilities  that is fraudulent,
          unlawful  or grossly  negligent;  (2) the  willful  misconduct  of the
          Executive;  (3) the willful and continued  failure of the Executive to
          perform the Executive's  duties with the  Corporation  (other than any
          such  failure  resulting  from  incapacity  due to  physical or mental
          illness);  (4) the  commission  by the Executive of any felony (or the
          equivalent  under the law of the  People's  Republic of China)  (other
          than traffic-related offenses) or any crime involving moral turpitude;
          (5)  violation  of  any  material  policy  of the  Corporation  or any
          material  provision  of the  Corporation's  code of conduct,  employee
          handbook  or  similar  documents;  or (6) any  material  breach by the
          Executive  of any  provision of this  Agreement  or any other  written
          agreement entered into by the Executive with the Corporation.

     (d)  WITHOUT CAUSE:

          On  the  thirtieth   (30th)  day  following   written  notice  by  the
          Corporation  to the Executive of an  involuntary  termination  without
          Cause, other than for death or Disability.

     (e)  GOOD REASON.

          On the sixtieth  (60th) day following  written notice by the Executive
          to the  Corporation  of a termination  for Good Reason.  "Good Reason"
          shall mean, without the express written consent of the Executive,  the
          occurrence  of any the  following  events unless such events are cured
          (if curable) by the Corporation  within fifteen days following receipt
          of written  notification by the Executive to the  Corporation  that he
          intends to terminate his  employment  hereunder for one of the reasons
          set  forth  below:  any  material   reduction  or  diminution  (except
          temporarily  during any period of incapacity due to physical or mental
          illness)   in  the   Executive's   title,   authorities,   duties   or
          responsibilities or reporting requirements with the Corporation.

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7. CONSEQUENCES OF TERMINATION:-

     (a)  DISABILITY:-

          Upon  termination  of the Employment  Term because of the  Executive's
          Disability,  the Corporation shall pay or provide to the Executive (1)
          any unpaid Base Salary and any  accrued  vacation  through the date of
          termination;  (2) any unpaid  Annual Bonus accrued with respect to the
          fiscal  year  ending  on or  preceding  the date of  termination;  (3)
          reimbursement for any unreimbursed  expenses properly incurred through
          the date of  termination;  and (4) all other  payments  or benefits to
          which the Executive may be entitled  under the terms of any applicable
          employee benefit plan, program or arrangement (collectively,  "Accrued
          Benefits").

     (b)  DEATH:-

          Upon the termination of the Employment Term because of the Executive's
          death,  the  Executive's  estate  shall  be  entitled  to any  Accrued
          Benefits.

     (c)  TERMINATION FOR CAUSE:-

          Upon the  termination of the Employment  Term by the  Corporation  for
          Cause or by either  party in  connection  with a failure to renew this
          Agreement,  the  Corporation  shall pay to the  Executive  any Accrued
          Benefits.

     (d)  TERMINATION WITHOUT CAUSE OR FOR GOOD REASON:-

          Upon the termination of the Employment Term by the Corporation without
          Cause or by the Executive with Good Reason,  the Corporation shall pay
          or provide to the Executive (1) the Accrued Benefits,  and (2) subject
          to the Executive's execution (and non-revocation) of a general release
          of  claims  against  the  Corporation  and  its  affiliates  in a form
          reasonably requested by the Corporation,  (A) continued payment of his
          Base  Salary  for  6  (six)  months  after  termination,   payable  in
          accordance with the regular payroll practices of the Corporation,  but
          off the payroll;  and (B) payment of the Executive's cost of continued
          medical coverage for (6) six months after termination  (subject to the
          Executive's  co-payment  of the costs in the same  proportion  as such
          costs  were  shared  immediately  prior to the  date of  termination).
          Payments  provided  under  this  Section  7(d) shall be in lieu of any
          termination or severance  payments or benefits for which the Executive
          may be  eligible  under any of the plans,  policies or programs of the
          Corporation.

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8. NO ASSIGNMENT:-.

This Agreement is personal to each of the Parties.  Except as provided below, no
Party may assign or delegate any rights or obligations  hereunder  without first
obtaining the written consent of the other Party hereto; provided, however, that
the  Corporation  may assign this Agreement to any successor  (whether direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially all of the business or assets of the Corporation.

9. NOTICES:-

For the purpose of this Agreement, notices and all other communications provided
for in this Agreement  shall be in writing and shall be deemed to have been duly
given  (1) on the date of  delivery  if  delivered  by hand,  (2) on the date of
transmission, if delivered by confirmed facsimile, (3) on the first business day
following  the date of deposit if delivered  by  guaranteed  overnight  delivery
service,  or (4) on the fourth  business  day  following  the date  delivered or
mailed by United States registered or certified mail, return receipt  requested,
postage prepaid, addressed as follows:

If to the Executive:

MR. R Y LOWENTHAL
Renasa House
170 Oxford Road
Melrose, Gauteng
2126
REPUBLIC OF SOUTH AFRICA

If to the Corporation:

ASPA GOLD CORP.
36101 Bob Hope Dr., Suite E5-238
Rancho Mirage, California   92270

or to such other  address  as either  Party may have  furnished  to the other in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

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10. PROTECTION OF THE CORPORATION'S BUSINESS:-

     (a)  CONFIDENTIALITY:-

          The Executive acknowledges that during the course of his employment by
          the Corporation  (prior to and during the Employment  Term) he has and
          will occupy a position of trust and  confidence.  The Executive  shall
          hold in a fiduciary  capacity for the benefit of the  Corporation  and
          shall not disclose to others or use,  whether  directly or indirectly,
          any Confidential Information regarding the Corporation,  except (i) as
          in good faith deemed  necessary by the Executive to perform his duties
          hereunder,  (ii) to enforce any rights or defend any claims  hereunder
          or under  any  other  agreement  to which  the  Executive  is a party,
          provided that such  disclosure is relevant to the  enforcement of such
          rights or defense of such claims and is only  disclosed  in the formal
          proceedings  related thereto,  (iii) when required to do so by a court
          of law, by any governmental  agency having supervisory  authority over
          the  business  of  the  Corporation  or  by  any   administrative   or
          legislative body (including a committee  thereof) with jurisdiction to
          order him to divulge,  disclose or make accessible  such  information,
          provided that the Executive  shall give prompt  written  notice to the
          Corporation of such requirement,  disclose no more information than is
          so required,  and cooperate  with any attempts by the  Corporation  to
          obtain  a  protective  order  or  similar  treatment,  (iv) as to such
          Confidential Information that shall have become public or known in the
          Corporation's  industry  other  than by the  Executive's  unauthorized
          disclosure,  or (v) to the  Executive's  spouse,  attorney  and/or his
          personal  tax  and  financial  advisors  as  reasonably  necessary  or
          appropriate  to  advance  the  Executive's  tax,  financial  and other
          personal planning (each an "Exempt Person"),  provided,  however, that
          any disclosure or use of Confidential  Information by an Exempt Person
          shall be deemed to be a breach of this Section 10(a) by the Executive.
          The  Executive  shall  take  all  reasonable  steps to  safeguard  the
          Confidential Information and to protect it against disclosure, misuse,
          espionage,  loss and theft. The Executive  understands and agrees that
          the  Executive  shall  acquire  no  rights  to any  such  Confidential
          Information.  "Confidential  Information" shall mean information about
          the Corporation, its subsidiaries and affiliates, and their respective
          clients and  customers  that is not disclosed by the  Corporation  and
          that was learned by the  Executive in the course of his  employment by
          the  Corporation,  including,  but not  limited  to,  any  proprietary
          knowledge,  trade  secrets,  data  and  databases,   formulae,  sales,
          financial,  marketing,  training and  technical  information,  client,
          customer, supplier and vendor lists, competitive strategies,  computer
          programs  and all papers,  resumes,  and records  (including  computer
          records) of the documents containing such Confidential Information.

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     (b)  NON-COMPETITION:-

          During the Employment Term and for the one-year  period  following the
          termination  of  the  Executive's   employment  for  any  reason  (the
          "Restricted Period"), the Executive shall not, directly or indirectly,
          without  the  prior  written  consent  of  the  Corporation,   provide
          employment (including self-employment),  directorship, consultative or
          other   services  to  any   business,   individual,   partner,   firm,
          corporation,  or other entity that directly competes with any business
          conducted by the Corporation or any of its  subsidiaries or affiliates
          on the date of the Executive's termination of employment or within one
          year of the  Executive's  termination  of employment in the geographic
          locations  where the  Corporation  and its  subsidiaries or affiliates
          engage or propose to engage in such business (the "Business"). Nothing
          herein shall  prevent the  Executive  from having a passive  ownership
          interest  of not  more  than  9%  (Nine  percent)  of the  outstanding
          securities of any entity engaged in the Business whose  securities are
          traded on a United States of America - National Securities  Exchanges.
          The  Corporation   acknowledges  that  the  Executive  serves  as  the
          President  and  Chief  Executive  Officer  of  North  American  Gold &
          Minerals Fund.

     (c)  NON-SOLICITATION OF EMPLOYEES:-

          The   Executive   recognizes   that  he  possesses  and  will  possess
          confidential  information about other employees of the Corporation and
          its   subsidiaries   and  affiliates   relating  to  their  education,
          experience,   skills,   abilities,   compensation  and  benefits,  and
          inter-personal relationships with customers of the Corporation and its
          subsidiaries  and  affiliates.   The  Executive  recognizes  that  the
          information he possesses and will possess about these other  employees
          is not generally known, is of substantial value to the Corporation and
          its  subsidiaries  and affiliates in developing  their business and in
          securing and retaining customers, and has been and will be acquired by
          him  because  of his  business  position  with  the  Corporation.  The
          Executive  agrees that,  during the  Restricted  Period,  he will not,
          directly or  indirectly,  (i)  solicit or recruit any  employee of the
          Corporation  or any of its  subsidiaries  or  affiliates  (a  "Current
          Employee") or any person who was an employee of the Corporation or any
          of its subsidiaries or affiliates  during the twelve (12) month period
          immediately prior to the date the Executive's employment terminates (a
          "Former  Employee")  for the  purpose of being  employed by him or any
          other entity, or (ii) hire any Current Employee or Former Employee.

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     (d)  NON-SOLICITATION OF CUSTOMERS:-

          The Executive agrees that, during the Restricted  Period, he will not,
          directly  or  indirectly,  solicit or attempt to solicit (i) any party
          who is a customer or client of the  Corporation  or its  subsidiaries,
          who was a customer or client of the Corporation or its subsidiaries at
          any time during the 12 (twelve) month period  immediately prior to the
          date the Executive's employment terminates or who is a direct customer
          or client that has been  identified and targeted by the Corporation or
          its subsidiaries for the purpose of marketing, selling or providing to
          any such party any services or products  offered by or available  from
          the Corporation or its subsidiaries, or (ii) any supplier or vendor to
          the  Corporation  or any  subsidiary  to  terminate,  reduce  or alter
          negatively its relationship  with the Corporation or any subsidiary or
          in any manner  interfere  with any  agreement or contract  between the
          Corporation or any subsidiary and such supplier or vendor.

     (e)  PROPERTY:-

          The Executive acknowledges that all originals and copies of materials,
          records and documents  generated by him or coming into his  possession
          during his employment by the Corporation or its  subsidiaries  are the
          sole property of the  Corporation and its  subsidiaries  ("Corporation
          Property").  During the Employment Term, and at all times  thereafter,
          the  Executive  shall not  remove,  or cause to be  removed,  from the
          premises of the Corporation or its subsidiaries, copies of any record,
          file, memorandum, document, computer related information or equipment,
          or any other item relating to the business of the  Corporation  or its
          subsidiaries,   except  in   furtherance  of  his  duties  under  this
          Agreement.  When  the  Executive's  employment  with  the  Corporation
          terminates,  or upon  request  of the  Corporation  at any  time,  the
          Executive  shall  promptly  deliver to the  Corporation  all copies of
          Corporation Property in his possession or control.

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     (f)  NON-DISPARAGEMENT:-

          Executive  shall not, and shall not induce  others to,  Disparage  the
          Corporation  or its  subsidiaries  or  affiliates  or  their  past and
          present officers, directors,  employees or products. "Disparage" shall
          mean making comments or statements to the press, the  Corporation's or
          its subsidiaries' or affiliates' employees or any individual or entity
          with whom the  Corporation  or its  subsidiaries  or affiliates  has a
          business  relationship  which would adversely affect in any manner (1)
          the business of the  Corporation  or its  subsidiaries  or  affiliates
          (including any products or business  plans or  prospects),  or (2) the
          business   reputation  of  the  Corporation  or  its  subsidiaries  or
          affiliates,  or any of  their  products,  or  their  past  or  present
          officers, directors or employees.

     (g)  COOPERATION:-

          Subject to the  Executive's  other  reasonable  business  commitments,
          following the  Employment  Term,  the Executive  shall be available to
          cooperate  with the  Corporation  and its outside  counsel and provide
          information with regard to any past,  present, or future legal matters
          which relate to or arise out of the business the  Executive  conducted
          on behalf of the Corporation and its subsidiaries and affiliates, and,
          upon presentation of appropriate documentation,  the Corporation shall
          compensate  the Executive for any  out-of-pocket  expenses  reasonably
          incurred by the Executive in connection therewith.

     (h)  EQUITABLE RELIEF AND OTHER REMEDIES:-

          The Executive  acknowledges and agrees that the Corporation's remedies
          at law for a breach or threatened  breach of any of the  provisions of
          this Section 10 would be inadequate  and, in recognition of this fact,
          the Executive agrees that, in the event of such a breach or threatened
          or  attempted  breach,  in  addition  to  any  remedies  at  law,  the
          Corporation,  without  posting  any bond,  shall be entitled to obtain
          equitable  relief in the form of  specific  performance,  a  temporary
          restraining  order,  a temporary or permanent  injunction or any other
          equitable  remedy which may then be  available.  In addition,  without
          limiting the Corporation's  remedies for any breach of any restriction
          on the  Executive  set forth in this Section 10, except as required by
          law, the Executive  shall not be entitled to any payments set forth in
          Section  7(d)  hereof if the  Executive  has  breached  the  covenants
          applicable  to  the  Executive  contained  in  this  Section  10,  the
          Executive will immediately return to the Corporation any such payments
          previously received under Section 7(d) upon such a breach, and, in the

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          event of such breach,  the Corporation  will have no obligation to pay
          any of the  amounts  that  remain  payable  by the  Corporation  under
          Section 7(d).

     (i)  REFORMATION:-

          If it is determined by a court of competent  jurisdiction in any state
          that any  restriction  in this  Section 10 is excessive in duration or
          scope  or is  unreasonable  or  unenforceable  under  the laws of that
          state, it is the intention of the parties that such restriction may be
          modified  or  amended  by the court to render  it  enforceable  to the
          maximum  extent  permitted  by the law of that  state.  The  Executive
          acknowledges that the restrictive  covenants contained in this Section
          10 are a condition of this  Agreement and are  reasonable and valid in
          temporal scope and in all other respects.

     (j)  SURVIVAL OF PROVISIONS:-

          The  obligations  contained  in  this  Section  10  shall  survive  in
          accordance  with their  terms the  termination  or  expiration  of the
          Executive's  employment  with  the  Corporation  and  shall  be  fully
          enforceable thereafter.

11. INDEMNIFICATION:-

The Executive shall be indemnified to the extent permitted by the  Corporation's
organizational documents and to the extent required by law.

12. SECTION HEADINGS AND INTERPRETATION:-

The section  headings used in this Agreement are included solely for convenience
and shall not affect, or be used in connection with, the  interpretation of this
Agreement.  Expressions of inclusion used in this agreement are to be understood
as being without limitation.

13. SEVERABILITY:-

The provisions of this Agreement shall be deemed severable and the invalidity of
unenforceability   of  any   provision   shall  not  affect  the   validity   or
enforceability of the other provisions hereof.

14. COUNTERPARTS:-

This Agreement may be executed in several  counterparts,  each of which shall be
deemed to be an original but all of which  together will  constitute one and the
same Agreement.

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15. GOVERNING LAW AND VENUE:-

The validity,  interpretation,  construction  and  performance of this Agreement
shall be  governed  by the laws of the  State of  Nevada  without  regard to its
conflicts of law  principles.  The Parties  agree  irrevocably  to submit to the
exclusive  jurisdiction  of the  federal  courts or, if no federal  jurisdiction
exists, the state courts, located in the City of New York, Borough of Manhattan,
for the purposes of any suit,  action or other  proceeding  brought by any Party
arising out of any breach of any of the  provisions of this Agreement and hereby
waive, and agree not to assert by way of motion,  as a defense or otherwise,  in
any such  suit,  action,  or  proceeding,  any claim  that it is not  personally
subject to the jurisdiction of the above-named  courts, that the suit, action or
proceeding  is brought  in an  inconvenient  forum,  that the venue of the suit,
action or proceeding is improper,  or that the  provisions of this Agreement may
not be enforced in or by such courts. IN ADDITION,  THE PARTIES AGREE TO WAIVE A
TRIAL BY JURY.

16. ENTIRE AGREEMENT:-

This Agreement contains the entire agreement between the Parties with respect to
the subject matter hereof and supersedes all prior agreements,  written or oral,
with respect  thereto.  No  agreements  or  representations,  oral or otherwise,
express or implied,  with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement.

17. WAIVER AND AMENDMENT:-

No provision of this  Agreement may be modified,  amended,  waived or discharged
unless such waiver, modification, amendment or discharge is agreed to in writing
and signed by the Executive and such officer or director as may be designated by
the  Board.  No waiver by  either  Party at any time of any  breach by the other
Party  hereto  of, or  compliance  with,  any  condition  or  provision  of this
Agreement  to be  performed  by such  other  Party  shall be  deemed a waiver or
similar or  dissimilar  provisions  or conditions at the same or at any prior or
subsequent time.

18. WITHHOLDING:-

The  Corporation  may  withhold  from any and all  amounts  payable  under  this
Agreement such federal,  state, local and foreign taxes as may be required to be
withheld pursuant to any applicable law or regulation.

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19. AUTHORITY AND NON-CONTRAVENTION:-

The Executive  represents and warrants to the Corporation  that he has the legal
right to enter into this Agreement and to perform all of the  obligations on his
part to be performed hereunder in accordance with its terms and that he is not a
party to any agreement or  understanding,  written or oral,  which could prevent
him form  entering  into this  Agreement or  performing  all of his  obligations
hereunder.

20. COUNTERPARTS:-

This Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same instrument.

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     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first written above.

                                            ASPA GOLD CORP.


                                            /s/ David Arthun
                                            ---------------------------------
                                            By:    DAVID ARTHUN
                                            Title: DIRECTOR

                                            THE EXECUTIVE


                                            /s/ Ronald Yadin Lowenthal
                                            -------------------------------
                                            RONALD YADIN LOWENTHAL


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