DEED OF TRUST, SECURITY AGREEMENT,
                             FINANCING STATEMENT AND
                      ASSIGNMENT OF PRODUCTION AND PROCEEDS

                          dated as of January 16, 1997
                                  by and among

                            GOLD CAPITAL CORPORATION

                                       and

                      STEWART TITLE OF NORTHEASTERN NEVADA
                                  (as Trustee)

                                       and

                         GLOBEX MINING ENTERPRISES, INC.




--------------------------------------------------------------------------------



WHEN RECORDED PLEASE
RETURN TO:

                  Randall E. Hubbard
                  Davis, Graham & Stubbs LLP
                  370 17th Street, Suite 4700
                  Denver, CO  80202
                  (303) 892-9400


--------------------------------------------------------------------------------


THIS DEED OF TRUST SHALL BE EFFECTIVE AS A FIXTURE FILING,  AND SHALL BE INDEXED
NOT ONLY AS A DEED OF TRUST BUT ALSO AS A FIXTURE FILING.





<PAGE>

                  DEED OF TRUST, SECURITY AGREEMENT, FINANCING
               STATEMENT AND ASSIGNMENT OF PRODUCTION AND PROCEEDS
               ---------------------------------------------------


     THIS DEED OF TRUST, SECURITY AGREEMENT,  FINANCING STATEMENT AND ASSIGNMENT
OF PRODUCTION AND PROCEEDS (this "Deed of Trust"),  dated as of January 16, 1997
is made by and among  GOLD  CAPITAL  CORPORATION,  a Colorado  corporation  (the
"Company"),  whose address is 5525 Erindale Drive,  Suite 201, Colorado Springs,
Colorado  USA  80918,  and  STEWART  TITLE  OF  NORTHEASTERN  NEVADA,  a  Nevada
corporation (the  "Trustee"),  whose address is 810 Idaho Street,  Elko,  Nevada
89801, for the benefit of GLOBEX MINING ENTERPRISES,  INC., a Quebec corporation
(the  "Lender"),  whose  address is 146 - 14th  Street,  Rouyn-Noranda,  Quebec,
Canada J9X 2J3.


                                    Recitals
                                    --------

     A. The Company has entered into a Loan Agreement with the
Lender  and  Tonkin  Springs  Venture  Limited  Partnership,  a  Nevada  limited
partnership ("TSVLP") dated January 16, 1997 (the "Loan Agreement"),  whereunder
the Lender committed to extend credit and make loans to the Company,  subject to
the terms and conditions stated in the Loan Agreement,  consisting of an Initial
Advance of $415,000 and such additional  amounts as may be advanced  pursuant to
the Loan Agreement (the "Loan");

     B.  Pursuant to the Loan  Agreement,  the Company has executed a promissory
note (the "Note"),  under which the aggregate  principal amount and the interest
thereon  are due and  payable not later than the earlier of (i) the date of full
execution and delivery of definitive agreements by which the Lender acquires all
of the issued and  outstanding  shares of common stock of the  Company,  or (ii)
August 30, 1997;

     C. It is a condition precedent to the Lender making the Loan to the Company
under the Loan  Agreement  that the  Company  shall have  granted  the liens and
security interests contemplated by this Deed of Trust; and

     D. All capitalized  terms not defined herein shall have the same meaning as
set forth in the Loan Agreement.


                                    Agreement
                                    ---------

     NOW, THEREFORE, in consideration of the premises and in order to induce the
Lender to make the Loan and disburse funds pursuant to the Loan  Agreement,  the
Company hereby agrees with the Trustee and the Lender as follows:




                                       -1-

<PAGE>

                                    ARTICLE I
                                GRANT OF SECURITY
                                -----------------

     1.1 The Collateral.  In order to secure the payment of the Indebtedness (as
defined herein), the Company hereby grants, bargains, sells, assigns, transfers,
pledges, conveys and mortgages to the Trustee for the benefit of the Lender, and
for the same  consideration  grants a  security  interest  to the Lender in, the
following real and personal property, rights, title and interests (collectively,
the "Collateral"):

          (a) Lands. All of the Company's  present or hereafter  acquired right,
title and  interest in and to (i) the  agreements  (and the  properties  covered
thereby)  described  in Part 1 of  Schedule  A  attached  hereto  and  (ii)  the
unpatented  mining claims and  millsites,  all described in Part 2 of Schedule A
attached hereto, located in Eureka County, Nevada (collectively, the "Lands").

          (b) Improvements.  All of the Company's present or hereafter  acquired
right,  title and interest in and to all buildings,  structures and improvements
now or hereafter  located or erected on the Lands (the  "Improvements")  and any
and all easements, licenses and rights-of-way used in connection therewith.

          (c) Water Rights.  All of the Company's present or hereafter  acquired
water and water rights,  ditch and ditch rights,  reservoir and reservoir rights
of whatever  nature or kind, used in relation to the Lands,  including,  but not
limited to, the water rights described in Part 3 of Schedule A attached hereto.

          (d) Minerals.  All ores,  minerals and mineral  resources,  whether in
place, mined or unmined,  work in progress,  produced or severed, in finished or
unfinished  form,  in,  on,  under or  derived  from the  Lands and to which the
Company is presently or hereafter entitled (herein called the "Minerals").

          (e)  Personal  Property.  All of the  Company's  present or  hereafter
acquired  right,  title  and  interest  in  and  to the  surface  or  subsurface
machinery,  furniture,  goods,  equipment,  supplies,  raw  materials,  goods in
process,  work  in  process,   finished  and  unfinished  products,   wares  and
merchandise,  inventory,  all documents of title,  and other personal  property,
structures  and  fixtures,  as defined  under  applicable  law, now or hereafter
located in, on, under or affixed to the Lands or the Improvements which are used
or acquired for the production,  treatment, processing, storage, transportation,
manufacture or sale of the Minerals and any replacements thereof,  substitutions
therefor or accessions thereto (the "Operating Equipment"),  including,  but not
limited to, the personal property listed in Schedule B attached hereto.

          (f)  Contract  Rights.  All  of the  Company's  present  or  hereafter
acquired right,  title and interest in and to all deeds,  leases,  contracts and
agreements  for the use,  sale or assignment  of property,  whether  tangible or
intangible,  leaseholds,  mortgages,  assignments, options and licenses of every
kind and description, and all documents and muniments of title relating to or in
any way connected with the Lands or the Operating Equipment, whether tangible or
intangible;



                                       -2-

<PAGE>



          (g) General  Intangibles.  All of the  Company's  present or hereafter
acquired  right,  title or interest in and to general  intangibles of every kind
whatsoever and all files, books, records and other writings of the Joint Venture
(as  defined  below),  including  without  limitation,  all records and books of
account,  all minute books and all stock ledgers,  and also  including,  without
limitation,  all computer  programs and tapes and all electronic data processing
software  and  all  other  computer  software,  and  all  information  of  every
description recorded or contained or stored in any of the foregoing,  all rights
of access to computer service bureaus, all service bureau service contracts, all
computer  data and all  concepts  and ideas on which  said  data is  based,  all
developmental ideas and concepts, all papers, drawings, blueprints, sketches and
documents  relating  to any of  the  Collateral,  all  databases,  supplier  and
customer lists, all trade secrets, patents, trademarks and service marks and all
applications for and licenses, rights and interests to or under or in respect of
any patents, trademarks, trade names or copyrights;

          (h)  Products.  All of the  Company's  present or  hereafter  acquired
right,  title and interest in and to the severed and extracted Minerals produced
from the Lands or the Project.

          (i)  Proceeds.  All the cash and noncash  proceeds and products of the
property  described  in  subparagraphs  (a)  through  (h) above now  existing or
hereafter arising, including, without limitation,  whatever is received upon the
sale,  exchange,  collection  or  other  disposition  of said  property  and the
insurance payable by reason of loss or damage to said property (the "Proceeds"),
and all additions thereto,  substitutions and replacements thereof or accessions
thereto.

          (j) All of the interest  and rights of the Company  under that certain
Joint Venture  Agreement  between the Company and TSVLP dated as of December 31,
1993 (the "Mining Venture Agreement")  creating the Tonkin Springs Project Joint
Venture (the "Joint  Venture")  and governing  operations at the Tonkin  Springs
Project in Eureka County,  Nevada (the "Project"),  including all of the income,
products and proceeds of, and all  additions,  substitutions  and accessions to,
the properties and assets described in subparagraphs (a)-(i) above.

     TO HAVE AND TO HOLD all of the Collateral, together with all of the rights,
privileges,  benefits,  hereditaments  and  appurtenances in any wise belonging,
incidental or appertaining thereto, to the Trustee IN TRUST,  NEVERTHELESS,  for
the security and benefit of the Lender and its successors  and assigns,  subject
to all of the terms,  conditions,  covenants,  agreements  and trusts herein set
forth. In accordance with Article 21 of that certain lease effective  January 1,
1986,  among the Lyle F. Campbell Trust,  Julian E. Simpson and Jean E. Simpson,
as lessors, and TSVLP, as lessee, which is expressly incorporated into this Deed
of Trust, the Company  acknowledges  that the assignment of its interest in that
lease  pursuant  to this Deed of Trust shall be null and void unless the Company
provides the lessors  thereunder with a bona fide copy of this Deed of Trust and
any exhibits,  attachments,  amendments,  or modifications  hereto within thirty
(30) days after the date of execution of this Deed of Trust.




                                       -3-

<PAGE>

                                   ARTICLE II
                              INDEBTEDNESS SECURED
                              --------------------

     2.1 Obligations  Secured.  This instrument is executed and delivered by the
Company to secure and  enforce the payment  and  satisfaction  of the  Company's
indebtedness under the Loan Agreement and as described below (collectively,  the
"Indebtedness"):

          (a) All sums advanced to the Company pursuant to the Loan Agreement as
evidenced by the Note and all interest on the sums so advanced;

          (b) All sums advanced and costs and expenses incurred by the Lender in
collecting  any  Indebtedness  (directly  or on  its  behalf  by  the  Trustee),
including,  without limitation,  all reasonable legal fees and expenses, made or
incurred in connection with the  Indebtedness or any part thereof,  any renewal,
extension or change of or substitution for the Indebtedness or any part thereof,
or  the  acquisition  or  perfection  of the  security  therefor,  whether  such
advances,  costs and  expenses  were made and  incurred  at the  request  of the
Company, the Trustee or the Lender; and

          (c)  All  renewals,   extensions,   amendments   and  changes  of,  or
substitutions  for,  all or any part of the  items  described  under (a) and (b)
above.


                                   ARTICLE III
                    COVENANTS, REPRESENTATIONS AND WARRANTIES
                    -----------------------------------------

     3.1 Representations and Warranties.  The Company represents and warrants to
the Trustee and the Lender that:

          (a) Existence.  The Company is a corporation  duly organized,  validly
existing and in good  standing  under the laws of the State of Colorado,  and is
qualified  to do  business  and in good  standing  in the State of  Nevada.  The
Company  is  qualified  to do  business  and is in good  standing  as a  foreign
corporation in each jurisdiction in which the nature of the business  transacted
by it or  the  nature  of  the  property  owned  or  leased  by  it  makes  such
qualification  necessary  and where  failure to so qualify would have a material
adverse  effect on the ability of the Company to perform its  obligations  under
this Deed of Trust.

          (b)  Authority.  The Company  has all  necessary  corporate  power and
authority  to  execute,  deliver,  observe and perform the terms of this Deed of
Trust.  Neither the Company's  execution and delivery of this Deed of Trust, nor
the performance or observance by the Company of the provisions hereof, violates,
or will violate,  any provisions in the Company's  articles of  incorporation or
bylaws,  or will  constitute  a default or a violation  under,  or result in the
imposition of any lien under,  or conflict  with, or result in any breach of any
of the provisions of, any existing contract or other obligation binding upon the
Company  or its  property  or the  Collateral.  This Deed of Trust has been duly
executed  and  delivered  by the  Company  and is a  legal,  valid  and  binding
obligation of the Company,  enforceable  against the Company in accordance  with
its terms  (subject to  applicable  bankruptcy,  reorganization,  insolvency  or
similar laws affecting the enforcement of


                                       -4-

<PAGE>

creditors' rights generally).  The Company's obligations hereunder will rank not
less than pari passu with all of the Company's secured indebtedness to TSVLP, as
evidenced by the TSVLP Security Agreement.

          (c) Litigation;  Taxes. Except for Permitted Liens, there are no legal
or  arbitral   proceedings  or  any  proceedings  by  or  before  any  judicial,
governmental  or  regulatory  body,  now  pending,  or (to the  knowledge of the
Company) threatened,  against the Company or pertaining to or which could affect
any of its  property  which,  if  adversely  determined,  could  have a material
adverse  effect on the ability of the Company to perform its  obligations  under
this  Deed of  Trust,  or which  could  have a  material  adverse  impact on the
Project.  The Company has filed all United States Federal income tax returns and
all other material tax returns which are required to be filed by it and has paid
all taxes due pursuant to such returns or pursuant to any assessment received by
the Company or any of its  subsidiaries.  The charges,  accruals and reserves on
the books of the  Company  and its  subsidiaries  in  respect of taxes and other
governmental charges are, in the opinion of the Company, adequate therefor.

          (d) Financial  Condition;  No Material Adverse Effect. The Company has
delivered to the Lender audited consolidated  financial statements as of and for
the year ended December 31, 1995 and unaudited consolidated financial statements
for the three  quarters ended  September 30, 1996,  which have been certified by
the principal  financial officer of the Company.  Such financial  statements are
complete  and  correct  in all  material  respects  and have  been  prepared  in
accordance with generally accepted accounting  principles  consistently  applied
and fairly and  accurately  present the financial  position of the Company as of
said  dates  and the  results  of its  operations  for the  periods  then  ended
(subject, in the case of unaudited quarterly financial statements, to normal and
customary  year-end  adjustments).  Since September 30, 1996, to the best of the
Company's  knowledge  (except  as  set  forth  on  the  Schedules  to  the  Loan
Agreement), no event or condition has occurred that reasonably could be expected
to have a material  adverse  effect on the ability of the Company to perform its
obligations under this Deed of Trust.

          (e) No Approvals or Consents.  No  authorization  or approval or other
action by, and no notice to or filing with, any court, governmental authority or
regulatory  body,  and no  approval  or consent  of any other  third  party,  is
required for the due execution,  delivery and performance by the Company of this
Deed of Trust, or any other agreements or instruments required of the Company by
this Agreement.

          (f) Title to Properties.

               (i) The Company owns an undivided sixty percent (60%) interest in
          and to the Project  pursuant to the  provisions of the Mining  Venture
          Agreement.  The Mining Venture  Agreement is in full force and effect;
          provided, however, that the parties acknowledge that the Company is in
          technical  default  under  the  Mining  Venture  Agreement  as to  the
          performance  of  certain  of  the  Company's  obligations  as  Manager
          thereunder.



                                       -5-

<PAGE>

                    (ii) (A) The Company owns an undivided  sixty  percent (60%)
               interest, and, to the best of the Company's knowledge, TSVLP owns
               an undivided  forty percent  (40%)  interest in and to all of the
               unpatented lode mining claims comprising a portion of the Project
               and which are  described  in  Schedule  A-1 to the Deed of Trust,
               which title is, subject to Liens held by TSVLP,  Permitted Liens,
               and the  Royalties  described  in Loan  Agreement,  superior  and
               paramount  to any  adverse  claim or right of title  which may be
               asserted subject only to the paramount title of the United States
               as to any  unpatented  mining  claims  and the  rights  of  third
               parties to such unpatented mining claims pursuant to the Multiple
               Mineral  Development  Act of 1954 and the Surface  Resources  and
               Multiple Use Act of 1955.

                    (B) The  Company and TSVLP are tenants in common and hold an
               undivided one hundred percent (100%) leasehold interest in and to
               each of the Mining  Leases.  Each of the Mining Leases is in full
               force and effect, the lessee has performed all of its obligations
               thereunder  (except for payment of the  Advance  Minimum  Royalty
               payment  due  thereunder  between  January 1 and 15,  1997),  and
               neither  party  is in  default  thereunder.  To the  best  of the
               Company's  knowledge,  the title of the lessor  under each of the
               Mining Leases to the unpatented mining claims covered thereby is,
               subject to Liens held by TSVLP,  and the  Royalties  described in
               the Loan  Agreement,  superior and paramount to any adverse claim
               or right of  title  which  may be  asserted  subject  only to the
               paramount title of the United States as to any unpatented  mining
               claims and the rights of third parties to such unpatented  mining
               claims pursuant to the Multiple  Mineral  Development Act of 1954
               and the Surface Resources and Multiple Use Act of 1955.

               (iii)  With  respect to the  unpatented  lode  mining  claims and
          millsites listed on Schedule A-1 attached  hereto;  (1) the Company is
          in exclusive possession thereof,  free and clear of all liens, claims,
          encumbrances  or other  burdens on  production  (other than  Permitted
          Liens, the Lien held by TSVLP pursuant to the TSVLP Security Agreement
          and the  Royalties  described in the Loan  Agreement);  (2) the claims
          were located,  staked,  filed and recorded on available  public domain
          land in  compliance  with all  applicable  state and federal  laws and
          regulations;  (3) assessment  work,  intended in good faith to satisfy
          the  requirements  of  state  and  federal  laws and  regulations  and
          generally  regarded  in the mining  industry  as  sufficient,  for all
          assessment  years  up to and  including  the  assessment  year  ending
          September 1, 1992,  was timely  performed on or for the benefit of the
          claims and affidavits  evidencing such work were timely recorded;  (4)
          claim rental and  maintenance  fees  required to be paid under federal
          law in lieu  of the  performance  of  assessment  work,  in  order  to
          maintain  the claims  commencing  with the  assessment  year ending on
          September 1, 1993 and through the assessment  year ending on September
          1, 1997,  have been timely and properly  paid, and affidavits or other
          notices  evidencing  such payments and required under federal or state
          laws or


                                       -6-

<PAGE>

          regulations  have been timely and properly filed or recorded;  (5) all
          filings  with the BLM with  respect to the claims  which are  required
          under the Federal  Land Policy and  management  act of 1976  ("FLPMA")
          have been timely and  properly  made,  and (6) there are no actions or
          administrative  or  other  proceedings  pending  or to the best of the
          Company's  knowledge  threatened against or affecting the claims. With
          respect to the unpatented  lode mining claims and millsites  listed on
          Schedule  A-2  attached  hereto;  (1)  the  Company  is  in  exclusive
          possession thereof, free and clear of all liens, claims,  encumbrances
          or other  burdens  of  production  (except  as set forth in the Mining
          Leases); (2) to the best of the Company's  knowledge,  the claims were
          located, staked, filed and recorded on available public domain land in
          compliance with all applicable state and federal laws and regulations;
          (3) to the best of the Company's knowledge,  assessment work, intended
          in good faith to satisfy the requirement of state and federal laws and
          regulations   and  generally   regarded  in  the  mining  industry  is
          sufficient,   for  all  assessment  years  up  to  and  including  the
          assessment  year  ending  year ending  September  1, 1992,  was timely
          performed or for the benefit of the claims and  affidavits  evidencing
          such work were timely recorded;  (4) claim rental and maintenance fees
          required to be paid under  federal law in lieu of the  performance  of
          assessment  work, in order to maintain the claims  commencing with the
          assessment year ending on September 1, 1993 and through the assessment
          year ending on September 1, 1997,  have been timely and properly paid,
          and affidavits or other notices  evidencing  such payment and required
          under  federal  or state  laws or  regulations  have been  timely  and
          properly filed and recorded; (5) all filings with the BLM with respect
          to the claims  which are  required  under  FLPMA have been  timely and
          properly made; and (6) there are no actions or administrative or other
          proceedings  pending  or  to  the  best  of  the  Company's  knowledge
          threatened  against or affecting the claims.  Nothing  herein shall be
          deemed a representation that any unpatented claim listed on Schedule A
          contains a discovery of valuable minerals.  In addition,  with respect
          to each of the  unpatented  mining  claims  listed on  Schedule A, the
          Company represents that they have been remonumented as necessary,  and
          that  evidence of such  remonumentation  has been timely and  properly
          recorded,  all in  compliance  with the  provisions  of  N.R.S.Section
          517.030.

               (iv) The Company has good and  marketable  title to the Operating
          Equipment  described in Schedule B attached hereto. The Lands that are
          described in Schedule A attached  hereto and the  Operating  Equipment
          described  in  Schedule  B  attached  hereto  constitute  all  of  the
          properties and assets, tangible or intangible, real or personal, which
          are  used in the  conduct  of the  business  of the  Company,  as such
          business is presently  being conducted and as pertains to the Project.
          All such  properties and assets are owned free and clear of all clouds
          to title and of all Liens,  except  Permitted  Liens and Liens created
          under the TSVLP  Security  Agreement.  All of the Operating  Equipment
          described  in  Schedule  B  attached  hereto  is in a state of  repair
          adequate for normal operations and is in all material respects in good
          working order.

          (g) Leases and Royalties.  The Lands  described in Schedule A attached
     hereto are not  subject to any  leases or other  agreements  other than the
     Mining Leases.  The Lands  described in Schedule A attached  hereto are not
     subject  to any  Royalties  burdening  such  Lands  except  as set forth in
     Schedule  5.7 to the Loan  Agreement  and the Mining  Leases.  For purposes
     hereof, "Royalties" shall mean all

                                      -7-

<PAGE>

     amounts  payable  as a share of the  product  or profit or profit  from the
     Lands or any mineral  products  produced  therefrom  and  includes  without
     limitation,  production payments, net profits interests, net smelter return
     royalties,  landowner's royalties, minimum royalties,  overriding royalties
     and royalty bonuses.

          (h)  Agreements.  Other  than the  Material  Project  Agreements,  the
     Company is not a party to any  agreement  or  instrument  or subject to any
     charter or other corporate  restriction adversely affecting its business or
     the Project.  Except for failure to make payments required under certain of
     the Material Project  Agreements,  as set forth in the Loan Agreement,  all
     such  Material  Project  Agreements  are in full  force and  effect and the
     Company is not (nor, to the Company's best knowledge, is any other party to
     such agreements) in default in the  performance,  observance or fulfillment
     of  any  of the  obligations,  covenants  or  conditions  contained  in any
     Material Project Agreement or any other agreement or instrument to which it
     is a party, the effect of which would have a material adverse effect on the
     financial  condition,  properties  or  operations  of the Company or on the
     Collateral.  Copies  of all such  Material  Project  Agreements  have  been
     delivered to the Lender and its counsel and are full,  complete and current
     copies of such agreements.

          (i) Compliance  with Laws.  With respect to the Project and operations
     undertaken at the Project or in connection therewith,  the Company,  except
     as set forth in Schedule  5.9 of the Loan  Agreement,  has  complied in all
     material  respects  with all  applicable  local,  state and  federal  laws,
     including  Environmental Laws, and regulations relating to the operation of
     the Project,  and the Company is not aware of any investigation (other than
     a routine  inspection) of the Company or the Project underway by any local,
     state or  federal  agency  with  respect  to  enforcement  of such laws and
     regulations.  The existing and planned use of the Project complies with all
     legal  requirements,  including,  but not limited to,  applicable zoning in
     ordinances,  regulations and restrictive  covenants  affecting the Lands as
     well as all environmental,  ecological,  landmark and other applicable laws
     and regulations;  and all requirements for such use have been satisfied. No
     release,   emission  or  discharge   into  the   environment  of  hazardous
     substances,  as defined  under any  Environmental  Law,  has occurred or is
     presently  occurring or will occur in operating the Project in its intended
     form in excess of federal or state  permitted  release levels or reportable
     quantities,  or other  concentrations,  standards or limitations  under the
     foregoing laws or under any other federal, state or local laws, regulations
     or  governmental  approvals  in  connection  with  the  construction,   ore
     treatment,   fuel  supply,  power  generation  and  transmission  or  waste
     disposal, or any other operations or processes relating to the Project. The
     Lands and the  Company's  use and proposed use thereof are not and will not
     be in violation  of any  environmental,  occupational  safety and health or
     other applicable law now in effect,  the effect of which violation,  in any
     case or in the aggregate,  would  materially  adversely affect the Lands or
     the Company's use thereof, or which, in any case or in the aggregate, would
     impose a material liability on the Lender or jeopardize the interest of the
     Lender  in the  Lands.  Except  as set  forth in  Schedule  5.9 of the Loan
     Agreement,  the Company has no knowledge of any past or existing violations
     of any such laws,  ordinances  or  regulations  issued by any  governmental
     authority.



                                       -8-

<PAGE>

          (j) Permits  Affecting  Properties.  The  Company has  obtained as set
     forth in Schedule 5.10 to the Loan Agreement all licenses,  operating bonds
     (other  than  the  reclamation  bond  required  by the  BLM),  permits  and
     approvals from all governments,  governmental commissions, boards and other
     agencies required in respect to its present operations at the Project,  but
     the Company does not warrant that those  constitute all of the permits that
     will be  required  for the  Project.  Copies of all such  Material  Project
     Permits have been made  available to the Lender and are full,  complete and
     current copies of same.

          (k) Prior Security  Interest.  Except for the due and timely filing or
     recording  of any  Security  Document  (and except for the  delivery to the
     Lender  of any  Collateral  as to which  possession  is the only  method of
     perfecting a security interest in or Lien on such  Collateral),  no further
     action is necessary to establish  and perfect the Lender's  prior  security
     interest in or shared first Lien on all  Collateral  other than  Collateral
     subject  to  Permitted  Liens and the Lien  created  by the TSVLP  Security
     Agreement.

     3.2 Affirmative Covenants. The Company covenants and agrees with the Lender
that so long as any of the  Indebtedness  secured  hereby remains unpaid (unless
the Lender shall have otherwise consented in writing):

          (a) Due  Payment.  The  Company  will  pay when  due,  or  within  any
     applicable  grace  periods  with respect  thereto,  any and all amounts for
     which it is obligated under the terms of the Loan  Agreement,  and the Note
     and this Deed of Trust and will comply with all of the terms and provisions
     thereof and hereof;

          (b) Perfection;  Maintenance of Liens. The Company shall promptly,  at
     the Company's  own expense and insofar as not contrary to  applicable  law,
     file and  refile  in such  offices,  at such  times  and as often as may be
     necessary, any instrument as may be necessary to create, perfect,  maintain
     and preserve the lien and security  interest  intended to be created hereby
     and the rights and remedies hereunder; shall promptly furnish to the Lender
     evidence satisfactory to the Lender of all such filings and refilings;  and
     otherwise  shall  do all  things  necessary  or  expedient  to be  done  to
     effectively create,  perfect,  maintain and preserve the liens and security
     interests  intended to be created  hereby as a valid lien of first priority
     on real property and fixtures and a perfected security interest in personal
     property and fixtures,  subject to Permitted  Liens and the Lien created by
     the TSVLP  Security  Agreement,  and hereby  authorizes the Trustee and the
     Lender  to file  one or more  financing  or  continuation  statements,  and
     amendments  thereto,  relative to any or all of the Collateral  without the
     signature of the Company, where permitted by law;

          (c)  Maintenance  of Lands.  The  Company  will (i) cause  each of the
     agreements  described in Part 1 of Schedule A and any water rights,  rights
     of way,  easements or privileges owned or hereafter  acquired by or for the
     Project and  necessary or  appropriate  to the operation of a mine or mines
     upon the  Lands to be kept in full  force  and  effect  by the  payment  of
     whatever sums may become  payable and by the  fulfillment of whatever other
     obligations,  and the performance of whatever other acts may be required to
     the end that  forfeiture  or  termination  of each such  interest  shall be
     prevented unless the termination, forfeiture or other relinquishment of the
     interest is authorized by any operating plan or plan of operations  then in
     effect thereunder, (ii)  conduct  all mining and related  operations in


                                       -9-

<PAGE>

     accordance with good and minerlike practice,  (iii) timely perform adequate
     amounts of annual  assessment  work  sufficient to maintain the  unpatented
     mining claims listed on Schedule A so long as this Deed of Trust remains in
     effect,  or timely pay all required federal claim maintenance fees required
     in lieu thereof,  and timely record and file in the appropriate  county and
     federal offices adequate  affidavits and notices of the timely  performance
     of such work or timely  payment of such fees, and amend,  relocate,  locate
     new mining  claims and apply for patents with  respect to those  unpatented
     mining  claims as  reasonably  necessary to protect the  Company's  and the
     Lender's  interest in the Collateral,  (iv) permit the Lender,  through its
     employees  and  agents,  to  enter  upon  the  Lands  for  the  purpose  of
     investigating and inspecting the condition and operation of the Collateral,
     and do all  other  things  necessary  or proper  to  enable  the  Lender to
     exercise this right upon reasonable  notice at such times as the Lender may
     reasonably  request,  and (v) do all other things necessary to preserve the
     Lender's interest in the Collateral;

          (d) Maintenance of Collateral. The Company will keep all Improvements,
     Operating Equipment,  inventory and fixtures of every kind now or hereafter
     included  in the  Collateral  in  good  working  order,  and  all  repairs,
     renewals, replacements,  additions,  substitutions and improvements needful
     to such end shall be promptly made;

          (e)  Compliance  with Laws.  The  Company  will comply with all lawful
     rulings and regulations of each regulatory authority or governmental agency
     having jurisdiction over the Lands and the Project;

          (f)  Payment  of  Obligations.  The  Company  will  pay  when  due all
     liabilities of any nature, including all liabilities for labor and material
     and equipment,  incurred in or arising from the administration or operation
     of the Lands and the Project;

          (g) Protection of  Collateral.  The Company will protect every part of
     the Collateral from removal,  destruction and damage, and will protect same
     from the doing or  suffering  to be done of any act,  other than the use of
     the Collateral as hereby contemplated,  whereby the value of the Collateral
     may be lessened;

          (h)  Insurance.  The  Company  will carry (i)  workmen's  compensation
     insurance  covering  persons who are  employed by or for the benefit of the
     Project in compliance  with  applicable  laws, and (ii) other  insurance as
     required by the Mining Venture Agreement;

          (i) Further  Assurances.  The Company shall execute,  acknowledge  and
     deliver to the Lender such other and further  instruments and do such other
     acts as in the  opinion of the  Lender may be  necessary  or  desirable  to
     effect the intent of this Deed of Trust, upon the reasonable request of the
     Lender and at the Company's expense;

          (j)  Defend  Title.  If the title or the right of the  Company  or the
     Lender to the Lands or any other  Collateral  or any part thereof  shall be
     attacked,  either directly or indirectly,  or if any legal  proceedings are
     commenced  against the Company,  the Company  shall  promptly  give written
     notice  thereof to the Lender  and, at the  Company's  own  expense,  shall
     proceed  diligently to defend against any such attack or  proceedings,  and
     the Lender may take such independent  action in connection  therewith as it
     may, in its reasonable  discretion,  deem advisable to protect its interest
     in the Collateral,  and all costs,  expenses and reasonable attorneys' fees
     incurred by the Lender in connection therewith shall be a demand obligation
     owing by the  Company to the  Lender,  and shall bear  interest at the rate
     specified in the Loan  Agreement  from the date such  expenses are incurred
     until paid, and shall be part of the Obligations;

                                      -10-

<PAGE>

          (k)  Change in  General  Mining  Law.  In the  event of the  repeal or
     substantial  modification  of the current General Mining Law of 1872 during
     the term of the  Loan  Agreement  and this  Deed of  Trust,  such  that the
     interest  of  the  Company  in  those  lands  which  are  material  to  the
     exploration,  development  or  operation  of the Lands and the  Project  is
     modified or  transformed,  the Company  will use its best efforts to retain
     its  interest in those lands and will  consult with the Lender to determine
     how best to preserve the interest of the Company and the Lender's  interest
     in the affected Collateral,  and the Company shall take no action, which in
     the reasonable  opinion of the Lender or its counsel could adversely affect
     or impair the  Lender's  interest in the  Collateral  or under this Deed of
     Trust;

          (l) Information. The Company shall promptly furnish to the Lender such
     information  concerning  the Company,  the Company's  business  affairs and
     financial  condition,  the  Collateral  and the  operations  and  financial
     condition  of the  Company  and the  Project as the  Lender may  reasonably
     request in accordance with the Loan Agreement; and

          (m) Access. The Company shall keep proper books,  records and accounts
     in which  complete  and  correct  entries  shall  be made of the  Company's
     transactions in accordance with generally accepted  accounting  principles,
     and shall keep the records  concerning  the accounts  and  contract  rights
     included in the  Collateral  at the  Company's  place of business,  and the
     Lender shall have the right to inspect such records,  and the Company shall
     furnish  copies  upon  reasonable  request  and upon  reasonable  notice in
     accordance with the Loan Agreement.

     3.3 Negative  Covenants.  The Company  covenants and agrees with the Lender
that, so long as any of the  Indebtedness  secured  hereby remains  unpaid,  the
Company  shall not,  either  directly or  indirectly,  without the prior written
consent of the Lender:

          (a) No  Disposition  of  Assets.  Except as  permitted  under the Loan
     Agreement, dispose of any fixed or capital assets of the Company other than
     for  full,  fair  and  reasonable  consideration  enter  into  any sale and
     leaseback agreement covering any of its fixed or capital assets;

          (b) No Debt.  Except as  permitted  under the Loan  Agreement,  incur,
     create,  assume or permit any Debt to exist or incur,  create or enter into
     any guaranty of any obligation of any other person or entity;

          (c) No Liens.  Except as permitted under the Loan  Agreement,  create,
     assume or suffer to exist any Lien on any of the Project property,  real or
     personal  or mixed,  whether  now  owned or  hereinafter  acquired,  except
     Permitted Liens and the Lien created by the TSVLP Security Agreement;


                                      -11-

<PAGE>

          (d) Changes in Business. Except as permitted under the Loan Agreement,
     liquidate or dissolve,  or enter into any  consolidation,  merger, or enter
     into any  partnership,  joint  venture  or  other  combination  where  such
     combination  involves a contribution by the Company of all or a substantial
     portion of its assets,  or sell, lease or dispose of its business or assets
     of the Company; or

          (e)  Changes  in  Activities.  Engage in any  business  activities  or
     operations   substantially   different   from  or  unrelated  to  the  gold
     exploration, development, mining or production business.

     3.4  Performance by the Lender.  The Company  covenants and agrees with the
Lender  that if the  Company  fails to perform  any act which it is  required to
perform hereunder, or if the Company fails to pay any money which it is required
to pay  hereunder,  the Lender may,  but shall not be obligated  to,  perform or
cause to be  performed  such act and may pay such  money,  and any  expenses  so
incurred  by the Lender,  and any money so paid by the Lender  shall be a demand
obligation  owing by the Company to the Lender,  and shall bear  interest at the
rate  specified in the Loan Agreement from the date of making such payment until
paid and shall be a part of the Obligations hereby secured.  No such advancement
or expenditure  thereof shall relieve the Company of any default under the terms
of this Deed of Trust.


                                   ARTICLE IV
                        COLLECTION OF PRODUCTION PROCEEDS
                        ---------------------------------

     4.1 The Lender's Receipt of Production Proceeds. Pursuant to the assignment
and security  interest granted hereby,  and except as provided in the agreements
listed in Part 1 of Schedule A attached hereto,  the Company has transferred and
assigned to the Lender as  collateral  security all  Minerals  (and the Proceeds
therefrom)  which are extracted from or attainable to the Lands beginning on the
date hereof.  After an Event of Default,  as defined in Article VI below,  shall
have occurred and is continuing  and upon notice from the Lender (and subject to
the terms and  conditions of that  Intercreditor  Agreement  between  Lender and
TSVLP of even date  herewith,  referred  to  hereinafter  as the  "Intercreditor
Agreement"),  all parties  producing,  purchasing and receiving  Minerals or the
Proceeds therefrom are authorized and directed to treat the Lender as the person
entitled in the Company's  place and stead to receive the same,  and the Company
hereby   irrevocably   appoints   the   Lender   to  serve   as  the   Company's
attorney-in-fact  while this instrument is in force and effect for such purpose;
and,  further,  those parties will be fully  protected in so treating the Lender
and will be under no obligation to see to the  application  by the Lender of any
Proceeds  received by it. In this  connection,  the Company agrees to furnish to
the Lender  promptly  the name and address of each new or  additional  party who
hereafter  becomes a purchaser of such Minerals;  and the Company further agrees
that, if any Proceeds from such Minerals are hereafter paid to the Company, they
shall  constitute trust funds in the hands of the Company and after any Event of
Default shall have occurred and be  continuing  shall be forthwith  paid over by
the  Company to the Lender.  The Company  shall,  if and when  requested  by the
Lender,  execute and file with any production purchaser a payment instruction or
other instrument declaring the Lender to be entitled to the Proceeds and severed
Minerals and instructing such purchaser to pay such Proceeds to the Lender.


                                      -12-

<PAGE>



     4.2  Application  of  Proceeds.  All  payments of Proceeds  received by the
Lender pursuant to Section 4.1 above shall be applied as follows:

          (a) first,  to the payment of all accrued  interest  and fees then due
     and  owing to the  Lender  on the  Note or  otherwise  as of the date  such
     application is made;

          (b)  next,  to the  payment  of all  costs and  expenses  incurred  in
     connection  with the  collection  and receipt of all such  Proceeds and all
     other unreimbursed expenses incurred pursuant to Section 6.4 below;

          (c) next, to the  outstanding  principal  amount then due and owing to
     the Lender  hereunder on the Loan as of the date that such  application  is
     made;

          (d)  next,  at the  Lender's  election,  to the  payment  of any other
     Indebtedness then due and owing; and

          (e) next, the excess to the Company.

     After any Event of Default  shall have  occurred and been  continuing,  the
Lender may at its option hold any  surplus  balances  from  payments of Proceeds
received  by  the  Lender  pursuant  to  Section  4.1  for  application  to  the
indebtedness under the Note as it becomes due and payable.

     4.3 The Company's  Payment Duties.  Nothing contained herein will limit the
Company's duty to make payment on the Indebtedness when the Proceeds received by
the  Lender  pursuant  to this  Article  IV are  insufficient  to pay the costs,
interest and  principal  thereof then owing,  and the receipt of Proceeds by the
Lender will be in addition to all other  security now or  hereafter  existing to
secure payment of the Indebtedness.

     4.4  Liability  of the  Lender.  The  Lender has no  obligation  to enforce
collection  of any Proceeds and is hereby  released from all  responsibility  in
connection  therewith except the responsibility to account for Proceeds actually
received.

     4.5 Indemnification. The Company agrees to indemnify the Lender against all
claims, actions,  liabilities,  losses,  judgments,  attorneys' and consultants'
fees, costs and expenses and other charges of any description whatsoever (all of
which are hereafter referred to in this Section 4.5 as "Claims") made against or
sustained or incurred by the Lender as a consequence  of the  assertion,  either
before  or after  the  payment  in full of the  Indebtedness,  that  the  Lender
received Minerals or Proceeds pursuant to this instrument.  The Lender will have
the right to employ  attorneys  and to defend  against any Claims,  and,  unless
furnished with satisfactory indemnity,  the Lender will have the right to pay or
compromise and adjust all Claims in its sole discretion,  reasonably  exercised.
The Company shall  indemnify and pay to the Lender all amounts as may be paid by
the  Lender  in  compromise  or  adjustment  of any of the  Claims  or as may be
adjusted against the Lender in respect of any of the Claims.  The liabilities of
the Company as set forth in this Section 4.5 will  constitute  Indebtedness  and
will survive the termination of this Instrument.



                                      -13-

<PAGE>

                                    ARTICLE V
                                   TERMINATION
                                   -----------

     5.1 Termination.  Upon the payment in full of the Indebtedness  pursuant to
the terms and  conditions of this Deed of Trust and the  instruments  evidencing
the  Indebtedness,  or the  forgiveness  of  the  Indebtedness  pursuant  to the
provisions of the Loan Agreement, this Deed of Trust shall become null and void.
In such  event,  the within  conveyance  of the  Collateral  shall  become of no
further force and effect, all of the Collateral shall revert to the Company, and
the entire right,  title and interest of the Lender shall terminate.  The Lender
shall,  promptly after the request of the Company, and at the Company's cost and
expense,  execute,  acknowledge  and deliver to the Company  proper  instruments
evidencing the termination of this Deed of Trust and any Uniform Commercial Code
financing statements filed in connection herewith, and the relinquishment of any
right, interest,  claim or demand in or to all or any portion of the Collateral.
Otherwise,  this Deed of Trust  shall  remain  and  continue  in full  force and
effect.


                                   ARTICLE VI
                                     DEFAULT
                                     -------

     6.1 Events of Default. Any of the following events which shall occur and be
continuing shall be called an "Event of Default:"

          (a)  Failure by the  Company  duly to  observe  or  perform  any term,
     covenant, condition or agreement of this Deed of Trust which failure is not
     remedied to the Lender's  satisfaction  within five (5) days after  written
     notice from the Lender to the Company; or

          (b) The occurrence of an Event of Default under the Loan Agreement;

          (c) The  declaration  of an Event of Default by TSVLP  under the TSVLP
     Security Agreement; or

          (d) The occurrence of a default by the Company under the Mining Leases
     described  in Part 1 of Schedule A hereto or the Mining  Venture  Agreement
     which is  material  to the  operation  of the  Project  and which not cured
     within the  applicable  grace period  provided for in the pertinent  Mining
     Lease or the Mining Venture Agreement, respectively.

     6.2  Acceleration.  (a) In the case of an Event of Default,  other than one
referred to in Section 7.3 of the Loan Agreement,  any obligation on the part of
the Lender to make or  continue  the Loans  shall  terminate  and the Lender may
declare all sums of principal  and interest  outstanding  on the Loans,  and all
other sums  outstanding  under or in respect of the Loan Agreement and this Deed
of Trust, immediately due and payable, without notice of default, presentment or
demand  for  payment,  protest or notice of  nonpayment  or  dishonor,  or other
notices or demands of any kind or character  (other than as stated in any of the
foregoing sections of this Article VI), all of which are hereby expressly waived
by the  Company;  and in the case of an Event of Default  referred to in Section
7.3 of the Loan Agreement, the Lender's obligation to make or continue the Loans


                                      -14-

<PAGE>

shall be canceled  and the full amount of all  outstanding  Obligations  and all
other sums  outstanding  under or in respect of the Loan Agreement and this Deed
of Trust shall  automatically  become immediately due and payable without notice
of default,  presentment or demand for payment,  protest or notice of nonpayment
or dishonor, all of which are hereby expressly waived by the Company.

     6.3 Remedies  Upon Event of Default.  Upon the  occurrence  of any Event of
Default,  or at any time  thereafter  during  which  such  Event of  Default  is
continuing,  the  Lender  may  elect  to  treat  the  fixtures  included  in the
Collateral either as real property or as personal property, but not as both, and
proceed to exercise such rights as apply to the type of property  selected.  The
Lender may resort to any security  given by this Deed of Trust,  or to any other
security  now  existing or  hereafter  given to secure the payment of any of the
Indebtedness  secured  hereby,  in whole or in part, and in such portions and in
such order as may seem best to the Lender, in its sole discretion,  and any such
action  shall not in any way be  considered  as a waiver  of any of the  rights,
benefits or liens created by this Deed of Trust or granted by applicable law. In
any  foreclosure  proceeding or private sale,  the Collateral may be sold in its
entirety, and shall not be required hereunder to be sold parcel by parcel.

     6.4  Reimbursement  of  Expenses.   All  costs,   expenses  and  reasonable
attorneys'  fees incurred by the Lender in  protecting  and enforcing its rights
hereunder  shall  constitute  a demand  obligation  owing by the  Company to the
Lender and shall draw interest at the rate  specified in the Loan Agreement from
the date such expenses are incurred until paid, all of which shall  constitute a
portion of the  Indebtedness  secured by this instrument  pursuant to Article II
hereof.

     6.5 Rights Upon Default.  Upon the occurrence of any Event of Default,  and
at all times  thereafter  during which such Event of Default is  continuing,  in
addition to all other rights and  remedies  herein  conferred,  the Lender shall
have all of the  rights  and  remedies  of a  beneficiary  under a deed of trust
granted by applicable law, and the Lender shall have all the rights and remedies
of an assignee  and secured  party  granted by  applicable  law,  including  the
Uniform  Commercial  Code, and shall, to the extent permitted by applicable law,
have the  right  and  power,  but not the  obligation,  to  enter  upon and take
immediate  possession  of the  Collateral  or any part  thereof,  to exclude the
Company therefrom,  to the extent of the Company's interest therein at such time
to  take  possession  of the  mining  and  milling  operation  thereon  and  the
production from such operation,  to remove any personal property included in the
Collateral,  to hold, use, operate,  manage and control the Collateral,  to make
all such repairs, replacements,  alterations,  additions and improvements to the
same as it may deem proper,  to sell all of the severed and  extracted  Minerals
included in the same, to demand,  collect and retain all earnings,  proceeds and
other sums due or to become due with respect to the  Obligations  after charging
against the receipts therefrom all costs, expenses,  charges, damages and losses
incurred by reason  thereof plus interest  thereon at the rate  specified in the
Loan Agreement as fully and  effectually as if the Lender was the absolute owner
of the  Collateral  and  without  any  liability  to the  Company in  connection
therewith.

     6.6 Foreclosure or Sale of Collateral.  Upon the occurrence of any Event of
Default,  or at any time  thereafter  during  which  such  Event of  Default  is
continuing,  the Lender, in lieu of or in addition to exercising any other power
hereby granted,  may, without notice,  demand, or declaration of default,  which
are hereby waived by the Company except as expressly provided herein, proceed by


                                      -15-

<PAGE>

an  action  or  actions  in  equity  or at law for the  seizure  and sale of the
Collateral or any part thereof,  for the specific performance of any covenant or
agreement  herein  contained  or in aid of the  execution  of any  power  herein
granted, for the foreclosure or sale of the Collateral or any part thereof under
the  judgment  or  decree  of any  court  of  competent  jurisdiction,  for  the
appointment  or decree of a receiver  pending any  foreclosure  hereunder or the
sale of the Collateral or any part thereof,  or for the enforcement of any other
appropriate equitable or legal remedy.

     6.7 Disposal of Collateral. Upon the occurrence of any Event of Default, or
at any time  thereafter  during which such Event of Default is  continuing,  the
Lender may require the Company to assemble the personal property included in the
Collateral  and make it available to the Lender at a place to be  designated  by
the Lender which is reasonably  convenient to all parties. If notice is required
by applicable  law,  thirty (30) days prior written notice of the time and place
of any public  sale or of the time  after  which any  private  sale or any other
intended  disposition  thereof is to be made shall be  reasonable  notice to the
Company.  No such notice is necessary if such property is perishable,  threatens
to decline  speedily in value or is of a type  customarily  sold on a recognized
market.  If the Lender  reasonably  believes that the Securities Act of 1933, or
any other state or federal law,  prohibits or restricts the customary  manner of
sale or distribution of any of such property,  the Lender may sell such property
privately,  or in any other manner reasonably deemed advisable by the Lender, at
such price or prices as the Lender determines in its reasonable discretion.  The
Company  recognizes that such prohibition or restriction may cause such property
to have less value than it  otherwise  would have and that,  consequently,  such
sale or  disposition by the Lender may result in a lower sales price than if the
sale were otherwise held.

     6.8 Right of Sale.  Upon the occurrence of any Event of Default,  or at any
time  thereafter  during which such Event of Default is continuing,  the Lender,
with or  without  entry,  by itself or by its  agents or  attorneys,  insofar as
applicable,  shall  have the power and  authority  to invoke  the power of sale,
which is hereby granted to the Trustee.  The Lender shall give written notice to
the Trustee of its election to invoke the power of sale,  and the Trustee  shall
give to the Company such notice of the  Company's  rights as is provided by law.
The Trustee shall  advertise the time and place of the sale of the real property
included in the  Collateral  in such manner as is required by law and shall mail
copies of such notice of sale to the Company and other  persons as prescribed by
law.  After the  lapse of such  time as may be  required  by law,  the  Trustee,
without  demand on the  Company,  shall sell the real  property  included in the
Collateral  at public  auction  to the  highest  bidder for cash at the time and
place and in one or more parcels as the Trustee may think best and in such order
as the Trustee may determine. The Lender may become a purchaser at any such sale
and shall  have the right to credit  the  amount of its bid to the amount due to
it. It shall not be obligatory upon any purchaser at any such sale to see to the
proper  application  of the  purchase  money.  The Lender shall be entitled to a
receiver for the real property  included in the  Collateral  upon or at any time
after the  election  to invoke the power of sale,  and shall be entitled to such
receiver  without  notice,  without regard to the solvency of the Company at the
time of the application for the appointment of such receiver, and without regard
to the then value of the real property included in the Collateral.

     6.9 Company's  Obligations  Upon Sale. Any sale of the  Collateral,  or any
part  thereof,  pursuant to the  provisions  of this  Article VI will operate to
divest all right, title, interest, claim and demand of the Company in and to the
property sold and will be a perpetual bar against the Company. Nevertheless, if


                                      -16-

<PAGE>

if  requested  by the Trustee or the Lender to do so, the Company  shall join in
the  execution,   acknowledgment   and  delivery  of  all  proper   conveyances,
assignments  and  transfers  of  the  property  so  sold.  Any  purchaser  at  a
foreclosure sale will receive  immediate  possession of the property  purchased,
and the Company agrees that if the Company retains possession of the property or
any part  thereof  subsequent  to such sale,  the Company  will be  considered a
tenant at  sufferance  of the  purchaser,  and will,  if the Company  remains in
possession  after demand to remove,  be guilty of unlawful  detainer and will be
subject to eviction and removal,  forcible or otherwise, with or without process
of law, and all damages by reason thereof are hereby expressly waived.

     6.10 Liens and Rights Unaffected.  The liens and rights created and granted
hereby shall not affect or be affected by any other security taken by the Lender
for the same debts or any part  thereof.  The  Company  shall have and assert no
rights,  under any  statute  or rule of law  pertaining  to the  marshalling  of
assets, the exemption of homestead,  the administration of estates of decedents,
or other matters whatever,  to defeat, reduce or affect the rights of the Lender
under  the  terms of this Deed of  Trust,  to a sale of the  Collateral  for the
collection of the Obligations  secured hereby or the right of the Lender,  under
the terms of this Deed of  Trust,  to the  payment  of the  Obligations  secured
hereby out of the proceeds of the sale of the  Collateral in preference to every
other person and claimant whatever.

     6.11 Application of Proceeds. The proceeds of any sale of the Collateral or
any part thereof made pursuant to this Article VI shall be applied as follows:

          (a) First,  to the  payment of all  out-of-pocket  costs and  expenses
     incident to the enforcement of this instrument,  including, but not limited
     to, a reasonable compensation to the attorneys for the Lender;

          (b) Second, to the payment of the Indebtedness; and

          (c) Third, the remainder, if any, to be distributed as required by law
     or paid to the Company.

     6.12 Power of Attorney.  If an Event of Default shall occur hereunder,  the
Company will, upon the request of the Lender, execute and deliver to such person
or persons as may be designated by the Lender  appropriate powers of attorney to
act for and on behalf of the Company in all transactions with TSVLP or any other
person  owning an  interest  in the Lands or the  Project  and any  governmental
agency or entity having authority relating to any of the Collateral.

     6.13 Intercreditor Agreement. The rights and remedies granted to the Lender
under  the  provisions  of this  Article  VI shall be  subject  to the terms and
conditions of the Intercreditor Agreement.




                                      -17-

<PAGE>
                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS
                            ------------------------

     7.1 No Waiver;  Cumulative  Remedies.  All  options,  powers,  remedies and
rights  herein  granted  to  the  Lender  are  continuing,  cumulative  and  not
exclusive,  and the failure to exercise any such option,  power, remedy or right
upon a particular  default or breach, or upon any subsequent  default or breach,
shall not be  construed  as waiving the right to exercise  such  option,  power,
remedy or right with  respect to the  Obligations  secured  hereby after its due
date.  No  exercise  of the rights and powers  herein  granted,  and no delay or
omission in the  exercise of such rights and powers shall be held to exhaust the
same or be construed as a waiver thereof,  and every such right and power may be
exercised at any time.  Any and all  covenants  in this Deed of Trust may,  from
time to time, by instrument in writing  signed by the Lender,  be waived to such
extent and in such  manner as the Lender may desire,  but no such  waiver  shall
ever  affect or impair  the  Lender's  rights  hereunder,  except to the  extent
specifically stated in such written instrument. All changes to and modifications
of this Deed of Trust must be in writing and signed by the Lender.

     7.2 No Release.  No release from the lien of this Deed of Trust on any part
of the Collateral shall in any way alter, vary or diminish the force,  effect or
lien of this Deed of Trust on the balance of the Collateral.

     7.3  Severability;  References.  If any  provision  hereof  is  invalid  or
unenforceable in any  jurisdiction,  the other provisions hereof shall remain in
full force and effect in such  jurisdiction,  the  remaining  provisions  hereof
shall be liberally  construed in favor of the Lender in order to effectuate  the
provisions  hereof,  and the  invalidity or  unenforceability  of any provisions
hereof in any jurisdiction  shall not affect the validity or  enforceability  of
any such provision in any other jurisdiction.  Any reference herein contained to
the statutes or laws of a state in which no part of the  Collateral  is situated
shall be deemed  to be  inapplicable  to,  and not used in,  the  interpretation
hereof.

     7.4  Subrogation.  This Deed of Trust is made with  full  substitution  and
subrogation  of the  Lender in and to all  covenants  and  warranties  by others
heretofore given or made in respect of the Collateral or any part thereof.

     7.5 No Duties.  No  provision  of this Deed of Trust shall be  construed to
impose upon the Lender a duty to perform any of the covenants and Obligations of
the Company.

     7.6 Assignment of Rights.  This Deed of Trust will be deemed to be, and may
be enforced from time to time as, an assignment,  chattel mortgage,  contract or
security  agreement,  and  from  time to time as any one or more  thereof  as is
appropriate under applicable state law.

     7.7 Recording References. All recording references in Schedule A are to the
real property records of the county in which the Lands are located.

     7.8  Counterparts.  This Deed of Trust may be executed in several  original
counterparts  and each  counterpart  shall be deemed to be an  original  for all
purposes,  and all counterparts  shall together  constitute but one and the same
instrument.


                                      -18-

<PAGE>

     7.9 Notices.  All  deliveries  hereunder  shall be deemed to have been duly
made if  actually  delivered,  of if mailed by  registered  or  certified  mail,
postage prepaid,  to the addresses first set forth hereinabove.  Each party may,
by  written  notice so  delivered  to the  other,  change  the  address to which
delivery shall thereafter be made.

     7.10 Successor  Trustee.  The Lender may appoint a successor trustee at any
time to operate  the trust  created by this Deed of Trust by  recording,  in the
office of the Eureka County Clerk and  Recorder,  a  substitution  of trustee in
conformance with Nevada law. From the time the substitution is recorded, the new
trustee  shall  succeed to all the powers,  duties,  authority  and title of the
Trustee named herein or of any successor  trustee.  Each such substitution shall
be  executed  and  acknowledged,  and  notice  thereof  shall be given and proof
thereof made, in the manner provided by law.

     7.11 Binding Effect. The terms, provisions, covenants and conditions hereof
shall bind and inure to the benefit of the respective  successors and assigns of
the Company and of the Lender.

     7.12 Usury Laws. No provision of the Note or other instrument  constituting
or  evidencing  any of the  Indebtedness  or any other  agreements  between  the
parties shall require the payment or permit the collection of interest in excess
of the  maximum  non-usurious  rate  which  the  Company  may agree to pay under
applicable  laws.  The  intention of the parties  being to conform to applicable
usury laws now in force,  the interest on the  principal  amount of the Note and
the  interest on other  amounts due under  and/or  secured by this Deed of Trust
shall be held to be  subject  to  reduction  to the  amount  allowed  under said
applicable   usury  laws  as  now  or  hereafter   construed  by  courts  having
jurisdiction, and any excess interest paid shall be credited to Company.

     7.13 Governing Law. The terms and conditions of this Deed of Trust shall be
governed  by the laws of the  State  of  Nevada,  without  regard  to its  rules
concerning conflicts of laws.

     7.14 Further  Assurances.  At the request of either party hereto, the other
party shall execute and deliver any further instruments,  agreements,  documents
or other papers and take such other  actions as may be  reasonably  requested by
either party to effect the  purposes of this Deed of Trust and the  transactions
contemplated hereby.

     7.15  Public  Announcements.  Each party  shall  obtain  the prior  written
consent  of the  other  party to this Deed of Trust  before  making  any  public
announcement  with respect to this Deed of Trust,  any related  agreement or the
transactions  contemplated  hereunder  or  thereunder,  unless  counsel  for the
disclosing  party  advises it that such public  announcement  is required  under
applicable  laws or securities  exchange  regulations (in which case such public
announcement  shall be made only  after the text of such  announcement  has been
disclosed to the other parties with reasonable advance notice).






                                      -19-

<PAGE>


IN WITNESS WHEREOF, the Company and the Lender have caused this Deed of Trust to
be duly executed by their duly authorized  officers,  all as of the day and year
first above written.


                                         GOLD CAPITAL CORPORATION
                                         a Colorado corporation



                                         By: /S/  BILL M. CONRAD
                                            -----------------------------------
                                              Bill M. Conrad            (Name)
                                            -----------------------------------
                                              Pres                     (Title)
                                            ------------------------------------

                                         GLOBEX MINING ENTERPRISES, INC., a
                                         Quebec corporation



                                         By:
                                            ------------------------------------
                                                                         (Name)
                                            ------------------------------------
                                                                         (Title)
                                            ------------------------------------






                                      -20-

<PAGE>

                                 ACKNOWLEDGMENTS
                                 ---------------




STATE OF COLORADO                 )
                                  ) ss.
COUNTY OF ARAPAHOE                )


     The foregoing  instrument was acknowledged before me on January 16th, 1997,
by , Bill Conrad as Pres of GOLD CAPITAL CORPORATION, a Colorado corporation.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my official
seal the day and year in this Deed of Trust first above written.



                                               ---------------------------------
                                               Notary Public

     My Commission expires: 12/23/98 
                            ---------



                                      -21-

<PAGE>





                                 ACKNOWLEDGMENTS
                                 ---------------




STATE OF                  )
                          ) ss.
COUNTY OF                 )


     The foregoing instrument was acknowledged before me on January __, 1997, by
Jack Stoch as President of GLOBEX MINING ENTERPRISES INC., a Quebec corporation.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my official
seal the day and year in this Deed of Trust first above written.



                                               ---------------------------------
                                               Notary Public

     My Commission expires:
                             ---------------------


                                      -22-

<PAGE>



                           SCHEDULE A to Deed of Trust


                                     (Lands)


                                      -23-

<PAGE>



                           SCHEDULE B to Deed of Trust


                              (Operating Equipment)


                                      -24-