INTERCREDITOR AGREEMENT
                             -----------------------

     THIS INTERCREDITOR  AGREEMENT,  dated this 16th day of January, 1997, is by
and  among  TONKIN  SPRINGS  VENTURE  LIMITED  PARTNERSHIP,   a  Nevada  limited
partnership ("TSVLP"),  whose address is 55 Madison, Suite 700, Denver, Colorado
80206,  TONKIN  SPRINGS  GOLD MINING  COMPANY,  a Colorado  corporation  and the
general  partner of TSVLP  ("TSGMC"),  whose  address is 55 Madison,  Suite 700,
Denver,  Colorado 80206, U.S. GOLD CORPORATION,  a Colorado corporation of which
TSGMC is a wholly-owned  subsidiary ("U.S.  Gold"), whose address is 55 Madison,
Suite 700, Denver,  Colorado 80206, and GLOBEX MINING ENTERPRISES INC., a Quebec
corporation  ("Globex"),  whose  address is  146-14th  Street,  Rouyn-  Noranda,
Quebec,  Canada, J9X 253 and GOLD CAPITAL  CORPORATION,  a Colorado  corporation
("GCC"),  whose address is 5525 Erindale  Drive,  Suite 201,  Colorado  Springs,
Colorado 80918,  who is a party hereto for certain  purposes as indicated on the
signatory pages hereof.

                                    RECITALS
                                    --------

     A. Pursuant to a Secured Promissory Note dated December 31, 1993, by GCC in
favor of TSVLP (such  Secured  Promissory  Note having been amended and restated
July 13, 1994,  October 18, 1994, March 27, 1995, June 21, 1995 and, as amended,
referred  to  hereinafter  as the "TSVLP  Note"),  GCC issued to TSVLP a Secured
Promissory  Note and  currently  owes  principal  and  interest  to TSVLP in the
aggregate amount of $1,630,644.46,  after taking into account the adding of 1996
accrued interest on the TSVLP Note to the unpaid principal balance thereof.

     B. The indebtedness and obligations of GCC under the TSVLP Note are secured
by certain real and personal  property of GCC,  constituting (i) a sixty percent
(60%) interest in certain owned or leased  unpatented  mining claims  comprising
the Tonkin  Springs  Project  in Eureka  County,  Nevada,  and  related  surface
facilities  and  machinery  and  equipment  (collectively  the  "Tonkin  Springs
Project"),  and (ii) GCC's interest in that Mining Venture Agreement between GCC
and TSVLP dated  December  31,  1993,  which  governs  operations  at the Tonkin
Springs  Project  (the "Mining  Venture  Agreement"),  all as more  particularly
described  in that  Security  Agreement  dated  December  31,  1993 (the  "TSVLP
Security  Agreement")  and a related UCC-1 Financing  Statement  between GCC and
TSVLP   (collectively   referred  to  hereinafter   as  the  "TSVLP   Collateral
Agreements").

     C.  Pursuant  to  a  Loan  Agreement  and  Promissory   Note  (the  "Globex
Agreements") dated of even date herewith among GCC, TSVLP,  TSGMC, U.S. Gold and
Globex,  Globex has agreed to  provide a loan to GCC,  consisting  of an initial
advance of $395,000 and such additional  advances as may be made pursuant to the
provisions of the Globex  Agreements (the "Globex Loan").  The  indebtedness and
obligations of GCC under the Globex  Agreements  with respect to the Globex Loan
and the Promissory Note issued by GCC to Globex in connection therewith are also
secured by the collateral  that is covered by the TSVLP  Collateral  Agreements,
pursuant  to a Deed  of  Trust,  Security  Agreement,  Financing  Statement  and
Assignment  of  Production  and Proceeds of even date  herewith,  together  with
related UCC-1 Financing Statements (the "Globex Collateral Agreements").

                                                        

<PAGE>

     D. TSVLP and Globex are sometimes  referred to  collectively  herein as the
"Lenders" or individually as a "Lender". The TSVLP Collateral Agreements and the
Globex  Collateral  Agreements  are  collectively  referred to  hereafter as the
"Collateral  Documents." All of the collateral  pertaining to the Tonkin Springs
Project and the Mining  Venture  Agreement  covered and encumbered by any of the
Collateral   Documents  is   collectively   referred  to   hereinafter   as  the
"Collateral." The TSVLP Note and the Globex Agreements are collectively referred
to hereinafter as the "Loan Agreements."

     E. The Lenders desire by this Agreement to establish  their relative rights
and priorities  with respect to their liens relating to the  Collateral,  and to
agree to enforcement procedures of rights under the Collateral Agreements.

                                    AGREEMENT
                                    ---------

     In   consideration   of  the   foregoing   and  other  good  and   valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

     1. Ratable Sharing of Collateral.  Each Lender  acknowledges  (and each has
irrevocably  advised and  instructed  GCC to recognize)  that the  Collateral in
which it has or acquires a security  interest is identical and is intended to be
co-extensive  with the Collateral  covered by the security interest of the other
Lender and,  with  respect to gold and other  precious  metals  contained in and
recoverable  from the ore  concentrates,  that such  security  interests  remain
through the stockpiling,  shipping and smelting  processes.  It is the intent of
the Lenders,  and it is hereby agreed  between the Lenders,  that as between the
Lenders each Lender shall participate in fifty percent (50%) of the total amount
of Collateral and proceeds of the  Collateral  (including  commingled  contained
gold in a given  stockpile,  shipment  or batch) up to the  aggregate  amount of
principal  and interest  owed to each of them pursuant to the TSVLP Note and the
Globex Loan,  respectively.  Subject to the terms of this Agreement, the Lenders
hereby agree  jointly to pursue any rights and  remedies  that each may have and
either may elect to initiate under their  respective  Collateral  Documents in a
manner that  recognizes  and respects the other  Lender's  pro-rata share of the
Collateral in accordance  with the terms of this Agreement and any proceeds from
the  disposition  of the  Collateral  in the event  either  Lender  exercises or
enforces its rights to foreclosure  or takes other remedial  action as a secured
party shall,  subject to the terms hereof,  be shared between them pari passu in
equal proportions.

     2. Priority.  Notwithstanding the date, manner or order of recording of the
Collateral  Documents  or the taking of any other steps  necessary to perfect or
any steps to enforce the  respective  security  interests in the  Collateral and
notwithstanding  any  provision  of the  Uniform  Commercial  Code as adopted in
Nevada or any other  applicable  law, or any provision in the Loan Agreements or
the Collateral  Documents,  the liens and encumbrances created by the Collateral
Documents shall be equal and on a parity,  and TSVLP and Globex,  subject to the
terms of Section 1, shall have equal  priority  with  respect to their  security
interests  in the  Collateral  as to the  amounts  owing to them  under the Loan
Agreements.  Each  Lender  assigns  to the  other  Lender,  for the term of this
Agreement,  an undivided  interest in the Collateral  Documents of the assigning
Lender,  and in any  proceeds  collected  by virtue of  enforcement  thereof  or
otherwise,  to the  extent of the  assignee's  undivided  interest  and right to
participate in the Collateral pursuant to Section 1 hereof. Each Lender


                                       -2-

<PAGE>



agrees to take all action  necessary or  appropriate to evidence and give effect
to the foregoing assignment.

     3. Foreclosure. If a Default or Event of Default, as such terms are defined
in the Loan Agreements (collectively,  a "Default"),  shall have occurred and is
continuing,  the Lender who is alleging such Default (the "Foreclosing  Lender")
may notify the other  Lender (the  "Participating  Lender") in  accordance  with
Section 10  hereof.  If after  thirty  (30) days from the date of the notice the
Default  continues,  the  Participating  Lender  shall be entitled to pursue the
remedies and exercise any further rights and remedies granted under the relevant
Loan Agreement or Collateral Document. TSVLP and Globex recognize that a trustee
foreclosure  under a deed of trust may be less expensive and more expedited than
a judicial foreclosure.  Therefore, the Lenders covenant and agree that if there
is a Default under either or both of the TSVLP Collateral Agreements (and/or the
TSVLP  Security  Agreement)  and the Globex  Collateral  Agreements  (and/or the
Globex  Agreements),   foreclosure  proceedings  shall  be  commenced  upon  the
expiration  of the thirty (30) day notice  period,  and the  Foreclosing  Lender
shall  proceed to  foreclose  under the  applicable  Collateral  Documents.  The
foreclosure  shall be conducted as a unified sale of real and personal  property
conducted in accordance with the Nevada Uniform  Commercial Code and Nevada real
property law governing a trustee's sale of real property encumbered by a deed of
trust,  unless otherwise agreed by the Foreclosing and Participating  Lender. At
the trustee's sale, the Foreclosing  Lender and the  Participating  Lender shall
jointly bid not less than the lesser of the fair market value of the  Collateral
or the combined balances then owing under the applicable Loan Agreement,  unless
otherwise  agreed by the Lenders.  If the Collateral is not purchased by a third
party at the trustees sale, the Foreclosing  Lender shall cause title to vest in
the names of both Lenders,  as tenants in common, with equal undivided interests
therein.  The  Foreclosing  Lender shall obtain a Trustee's Sale Guaranty from a
title company reasonably  acceptable to the Participating  Lender insuring title
in the real property portion of the Collateral  vested as required  herein.  The
Foreclosing Lender or Participating  Lender may also exercise any further rights
or  remedies  under the  applicable  Collateral  Documents  or Loan  Agreements;
provided,  that  any  interest  in or  amounts  recorded  with  respect  to  the
Collateral shall be vested in the names of both Lenders in accordance  herewith.
Any proceeds received from any such foreclosure,  remedial action, redemption or
receivership  proceeding  related to the Collateral  shall be shared between the
Lenders pari passu in equal proportions;  provided,  that such proceeds shall be
allocated  between the Lenders in the manner  provided in Section 4 below.  Upon
issuance of the  Trustee's  Deeds to TSVLP and  Globex,  as tenants in common in
accordance  herewith,  each Lender  agrees to  promptly  release the lien of its
respective Collateral Documents as an encumbrance against the Collateral.  For a
period of ninety  (90) days  thereafter,  TSVLP  shall have the option to pay to
Globex in immediately available funds an amount equal to the amount of principal
and  interest  owed  to  Globex  under  the  Globex  Agreements  at the  time of
foreclosure,  and thereby acquire all of the right, title and interest of Globex
in and to the Collateral,  by documents of conveyance  reasonably  acceptable in
form and substance to TSVLP and Globex and their  respective  counsel.  If TSVLP
fails to timely exercise that option, the parties shall remain tenants in common
as to the  Collateral.  Any  foreclosure or sale of the Collateral  constituting
personal property not conducted  simultaneously with the trustee's sale shall be
made by the  Foreclosing  Lender in accordance with the provisions of the Nevada
Uniform  Commercial  Code, and any proceeds  received  therefrom shall be shared
between  the  Lenders  pari  passu in equal  proportions;  provided,  that  such
proceeds  shall be  allocated  between  the  Lenders in the manner  provided  in
Section 4 below.



                                       -3-

<PAGE>



     4. Application of Payments with Respect to the Collateral.  In the event of
any foreclosure,  sale or other disposition of or realization in any manner upon
any of the  Collateral,  all monies or other  property  collected or received by
either  Lender with respect to the  Collateral,  in excess of the amount paid to
discharge liens upon the Collateral prior to the Collateral  Documents (if any),
shall be distributed by the collecting Lender as follows:

          (a) First: to the Foreclosing  Lender and Participating  Lender in the
     amount of, and to apply to, the payment of  reasonable  costs and  expenses
     incurred by the Foreclosing  Lender and Participating  Lender in connection
     with the  administration  and  enforcement of the  foreclosed  upon deed of
     trust  or other  Collateral  Document,  as the case may be,  and any of the
     other  Loan  Agreements   relating  to  such  foreclosure,   including  the
     reasonable  fees and  out-of-pocket  expenses  of counsel  employed  by the
     foreclosing  Lender to the  extent  that  such  fees,  advances,  costs and
     expenses,  shall  not  previously  have  been  paid  or  reimbursed  to the
     Foreclosing Lender and Participating Lender;

          (b) Second: to the pari passu payment and prepayment of so much of the
     outstanding  amounts of the Loan Agreements as constitute  unpaid principal
     amounts,  and of so much of such unpaid  indebtedness as constitute accrued
     and unpaid interest to and including the date of such application, in equal
     proportions, all in accordance with Section 1; and

          (c) Third: to the Lenders pari passu in equal  proportions,  until all
     indebtedness  and other  obligations  owed by GCC under the Loan Agreements
     have been satisfied in full, then any excess amount to GCC.

     5. Notice of an Event of  Default.  If either  Lender  intends to declare a
Default under any of the Loan  Agreements to which such Lender is a party,  such
Lender shall give prompt  notice of such  intention to the other  Lender,  which
notice  shall set forth in  reasonable  detail  the  circumstances  known to the
sender with respect to such Event of Default.  TSVLP hereby  agrees that it will
not send notice to GCC of an Event of Default under the TSVLP Security Agreement
so long as GCC timely makes the monthly debt service payments required under the
TSVLP Note,  Globex has not provided written notice to GCC of an election not to
make further advances of funds to GCC set forth in the Globex Agreements, and no
third  party  creditor(s)  attempts to  foreclose  or  otherwise  collect on the
Collateral  or to force  GCC  into any  involuntary  bankruptcy,  insolvency  or
similar proceedings. Globex hereby agrees to forebear exercising any foreclosure
rights under the Globex Collateral Agreements through and including the Maturity
Date (as defined in the Globex Agreements), so long as no Events of Default have
occurred  hereunder  or  thereunder;  provided,  however,  that Globex  shall be
entitled to participate  and to exercise all rights it has to the full extent of
the Globex Collateral Agreements in the event that (a) TSVLP shall undertake any
action to enforce its rights under the TSVLP Collateral  Agreements,  or (b) any
third party shall exercise any rights of foreclosure or other collection  action
against the Collateral.






                                       -4-

<PAGE>

     6. Security  Interests.  Notwithstanding  anything to the contrary  herein,
each Lender is  responsible  for the  creation,  perfection  and validity of any
security  or  other  interest  in and  to the  Collateral  pursuant  to its  own
financing facility (i.e., the TSVLP Note or the Globex Loan, as appropriate) and
pursuant to the Nevada Uniform Commercial Code (the "UCC"), Nevada real property
laws and  other  applicable  law.  In  prescribing  their  relative  rights  and
privileges,  this  Agreement  assumes that each Lender has complied with the UCC
and  other  applicable  law and holds a valid  security  interest  or  ownership
interest  in and to its share of  Collateral.  Each  Lender is  responsible  for
perfecting its respective security interest in and to the Collateral, whether by
filing of record  the Deed of Trust or  otherwise  reflecting  its  interest  as
further  security for the obligations and  indebtedness  under their  respective
Loan Agreements.

     7. Compromise of Claims;  Effect of Bankruptcy,  Fraud, etc. Neither Lender
shall compromise or settle any claim with respect to the Collateral  without the
prior written consent of the other. Should GCC become subject to a bankruptcy or
similar  proceeding  prior to the  repayment  to a Lender of all amounts owed to
such Lender by GCC either Lender who files a proof of claim and is shown to have
a valid, perfected secured claim in or title to its respective pro-rata share of
the Collateral  shall have a secured claim up to its own pro-rata share therein,
and shall share  ratably in any  deficiency  or other claim against GCC, and any
proceeds  received  therefrom  shall be shared between the Lenders pari passu in
equal proportions;  provided,  that such proceeds shall be allocated between the
Lenders in the manner provided in Section 4.

     8.  Termination.  The  provisions  contained  in the  foregoing  Sections 1
through  7  of  this  Agreement  shall  terminate  when  the   indebtedness  and
obligations  under either of the respective  Loan  Agreements have been paid and
performed in full.

     9.  Representations,   Warranties  and  Covenants.  The  parties  make  the
following representations, warranties and covenants:

          (a)  (i)  TSVLP  is a  limited  partnership  duly  organized,  validly
existing  and in good  standing  under the laws of the State of  Nevada,  and is
qualified to do business and in good standing 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 TSVLP to perform  its
obligations under this Agreement.

          (ii) Globex is a corporation  duly organized,  validly existing and in
good standing  under the laws of the Province of Quebec,  and is qualified to do
business and in good  standing 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 Globex to perform  its  obligations
under this Agreement.

          (b)  (i)  TSVLP  has  all  necessary  limited  partnership  power  and
authority to own and operate its  properties and to carry on its business as now
conducted  and to  execute,  deliver,  observe  and  perform  the  terms of this
Agreement.  TSVLP has taken all  necessary  limited  partnership  action to duly
authorize  the  execution  and  delivery  of  this  Agreement.  Neither  TSVLP's


                                       -5-

<PAGE>

execution and delivery of this  Agreement,  nor the performance or observance by
TSVLP of the provisions  hereof,  violates,  or will violate,  any provisions in
TSVLP's articles of incorporation,  bylaws or other constitutive  documents,  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 TSVLP or
its  property or the  Collateral.  This  Agreement  has been duly  executed  and
delivered  by TSVLP and is the legal,  valid and  binding  obligation  of TSVLP,
enforceable  against TSVLP in accordance  with its terms  (subject to applicable
bankruptcy, reorganization, insolvency or similar laws affecting the enforcement
of creditors' rights generally).

          (ii)  Globex  has all  necessary  corporate  power  and  authority  to
execute,  deliver,  observe  and perform  the terms of this  Agreement.  Neither
Globex's  execution  and  delivery of this  Agreement,  nor the  performance  or
observance by Globex of the provisions hereof,  violates,  or will violate,  any
provisions in Globex's articles of incorporation,  bylaws or other  constitutive
documents,  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
Globex or its property or the Collateral.  This Agreement has been duly executed
and  delivered  by Globex  and is the legal,  valid and  binding  obligation  of
Globex,  enforceable  against  Globex in accordance  with its terms  (subject to
applicable bankruptcy, reorganization,  insolvency or similar laws affecting the
enforcement of creditors' rights generally).

     (c) No suit, arbitration,  action or other proceeding is pending or, to the
best of TSVLP's knowledge,  threatened before any court,  governmental authority
or regulatory body against TSVLP.

     (d) Each of TSVLP and Globex  agree that prior to the  termination  of this
Agreement  they will in no way amend the terms and  provisions of any Collateral
Documents to which they are a party.

     10. No Representation or Guaranty; No Intention to Create  Cross-Interests;
No  Fiduciary  Duty.  Neither  TSVLP nor  Globex  makes to the other  Lender any
representation  or assumes  any  responsibility  in  respect  of the  execution,
construction  or  enforcement  of  this  Agreement  or  any  Loan  Agreement  or
Collateral  Document,  note or other instrument or agreement  executed by either
Lender.  Neither  Lender  shall be deemed as a result of this  Agreement to have
indirectly or directly  guaranteed any debts,  obligations or liabilities of the
other  Lender  or of  GCC.  The  purpose  of the  foregoing  provisions  of this
Agreement is to establish  certain  rights and  obligations as among the Lenders
which are necessary  because of their shared  interest in the  Collateral.  Each
Lender is the sole lender  under and in respect of its own Loan  Agreement  with
GCC, and nothing  herein shall be construed as an assignment,  participation  or
other  disposition  by one  Lender  with  respect  to the  other  Lender's  Loan
Agreement or in any indebtedness or liability thereunder.  Further, except as to
funds  received or  controlled  by either Lender as to which the other Lender is
entitled to participate hereunder,  nothing in this Agreement shall be deemed or
construed to expressly create a fiduciary relationship among or duty between the
Lenders,  who disavow the existence of any other such fiduciary  relationship or
duty to each other or to GCC.

     11.  Notices.  All  notices,   requests  and  consent,  demands  and  other
communications  which are required or  permitted to be given or made  hereunder,
shall be given in writing and will be served by personal delivery,  by reputable


                                       -6-

<PAGE>

overnight  courier  or by  postage  prepaid or by U.S.  certified  mail,  return
receipt  requested,  addressed to the  respective  parties at the  addresses set
forth in the  preamble  of this  Agreement.  All  notices,  requests,  consents,
demands and other  communications  hereunder shall be deemed given and effective
three days following the date on which such notice is deposited in the U.S. mail
or one business day after deposit with a reputable overnight courier,  addressed
as provided above,  or on the date  personally  delivered to and received by the
specified parties.

     12.  Governing  Law.  This  Agreement  shall be governed by the laws of the
State of Nevada, without regard to its rules concerning conflicts of law.

     13.   Counterparts.   This  Agreement  may  be  signed  in  any  number  of
counterparts,  each of which shall  constitute an original but all of which when
taken together shall  constitute  but one contract,  and shall become  effective
when copies hereof, taken together, bear the signatures of each of the parties.

     14. Agreement by GCC. GCC agrees that it will cooperate with the Lenders to
the full extent necessary to effect the purposes of this Agreement,  and that it
will not take any action in contravention of the provisions of this Agreement.

     15.  Conflicts.  In the event any  provision  of any  agreement,  including
either the TSVLP Security Agreement, the TSVLP Note, or the Globex Agreements or
Globex  Collateral  Agreements,  to  which  a  Lender  and GCC  are  parties  is
inconsistent  with the terms  hereof,  the  provisions of this  Agreement  shall
prevail as to the subject matter hereof.

     16.  Survival  of   Representations.   All   representations,   warranties,
covenants,  and agreements of the parties contained in this Agreement, or in any
instrument,  certificate,  opinion,  or other writing  provided for in it, shall
survive the recording of any Collateral Documents.

     17. Waiver.  Any of the terms or conditions of this Agreement may be waived
at any time by the party  entitled  to the benefit  thereof,  but no such waiver
shall  affect or impair the right of the  waiving  party to require  observance,
performance or satisfaction  either of that term or condition as it applies on a
subsequent occasion or of any other term or condition thereof.

     18.  Succession.  Subject to the  provisions  otherwise  contained  in this
Agreement,  this  Agreement  shall inure to the benefit of and be binding on the
successors and assigns of the respective parties hereto.  This Agreement may not
be assigned by either  Lender  without  the prior  written  consent of the other
Lender, and may not be assigned by any other party.

                                      -7-

<PAGE>


     19.  Parties in Interest.  Nothing in this  Agreement,  whether  express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement  on any  persons  other than the  parties  to it and their  respective
successors and assigns, nor is anything in this Agreement intended to relieve or
discharge the  obligation or liability of any third persons to any party to this
Agreement,  nor  shall  any  provision  give  any  third  persons  any  right of
subrogation or action over against any party to this Agreement.

     20. Specific Performance. Each party's obligations under this Agreement are
unique.  The parties  each  acknowledge  that,  if any party  should  default in
performance of the duties and obligations imposed by this Agreement, it would be
extremely  impracticable  to measure the  resulting  damages.  Accordingly,  the
nondefaulting party, in addition to any other available rights or remedies,  may
sue in equity for specific  performance and the parties each expressly waive the
defense that a remedy in damages will be adequate.

     21.  Attorneys'  Fees.  If the services of any attorney are required by any
party to secure the  performance  hereof or otherwise upon the breach or default
of another party to this agreement,  or if any judicial remedy or arbitration is
necessary to enforce or interpret any provision of this  Agreement or the rights
and duties of any person in  relation  thereto,  the  prevailing  party shall be
entitled to recover its reasonable attorneys' fees, costs and other expenses, in
addition to any other relief to which such party may be entitled.

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

     23. Public Announcements. Each party shall obtain the prior written consent
of the other parties to this  Agreement  before  making any public  announcement
with  respect to this  Agreement,  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.

     24.  Confidentiality.  Except as  otherwise  set forth in  Section  23, the
parties  hereto  and  their  collective   representatives  shall  forever  treat
confidentially  all  information  concerning  the terms and  conditions  of this
Agreement,  all  related  agreements,   and  of  the  transactions  contemplated
hereunder or thereunder  (collectively  "Confidential  Information");  provided,
however,  that  Confidential  Information  shall not include  information  which
concerns the Tonkin Springs  Project which is or becomes  generally known to the
public other than as the result of a breach of the provisions of this Section 24
by any  party  hereto  or its  representatives.  The  obligation  to  treat  the
Confidential  Information  confidentially shall not apply to the extent that any
party or its  representatives  shall be required to disclose such information in
connection  with an  investigation  or legal  proceeding  where the  failure  to
disclose  such  information  could  result in  liability  for  contempt or other
censure  or   penalty;   provided,   however,   that  such   party   and/or  its
representatives  shall  notify the other  parties as soon as possible and in any
event prior to such  disclosure and shall  cooperate with the other party in the
event that the other party elects to legally contest such disclosure.









                                       -8-

<PAGE>



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


                                    TONKIN SPRINGS VENTURE LIMITED
                                    PARTNERSHIP, a Nevada limited partnership



                                    By: Tonkin Springs Gold Mining Company
                                        General Partner

                                        /s/  WILLIAM REID                (name)
                                        ----------------------------------------
 
                                                                         (title)
                                       -----------------------------------------


                                    TONKIN SPRINGS GOLD MINING
                                    COMPANY, a Colorado corporation



                                    By: /s/  WILLIAM REID
                                        ---------------------------------------
                                        William W. Reid                  (name)
                                        ---------------------------------------
                                        President                       (title)
                                        ---------------------------------------


                                    U.S. GOLD CORPORATION, a Colorado
                                    corporation



                                    By: ---------------------------------------

                                        ---------------------------------(name)

                                        --------------------------------(title)

                                    GLOBEX MINING ENTERPRISES INC., a
                                    Quebec corporation



                                    By: /s/  JACK STOCH
                                        ---------------------------------------
                                        Jack Stoch                       (name)
                                        ---------------------------------------
                                        President                       (title)
                                        ---------------------------------------






                                       -9-

<PAGE>

     GCC is executing this Agreement for purposes of the agreements contained in
Sections 1, 3, 4(c), 13 and 14.


                                        GOLD CAPITAL CORPORATION, a Colorado
                                        corporation


                                        By: /S/  BILL M. CONRAD
                                            -----------------------------------
                                                 Bill M. Conrad
                                            ------------------------------(name)
                                                 Pres
                                            -----------------------------(title)






                                      -10-