CHARGE OVER SHARES

THIS DEED is dated February 3, 1997

AND MADE BETWEEN:

(1)   GLOBAL GOLD CORPORATION, a Delaware Corporation whose registered office is
      438 West 37th Street, Suite 5H, New York, New York 10038, U.S.A. (the
      "Chargor"); and

IN FAVOUR OF

(2)   FIRST DYNASTY MINES LTD. whose registered office is at Temasek Avenue,
      #37-02 Millenia Tower, Singapore 039 192 ("FDM").

WITNESSES as follows:

1     Definitions and Interpretation

1.1   In this Charge unless the context otherwise requires:

      "Borrowed Money" means amounts advances by FDM to Global Gold Armenia
      Limited ("Global Armenia") pursuant to a convertible debenture issued
      dated 1997 by Global Armenia and guaranteed by the charger (the
      "Debenture") together without interest thereon.

      "Charged Property" means the property and rights of the Chargor which are
      the subject of any security created or purported to be created by this
      Charge

      "Derivative Assets" means all stocks shares warrants or other securities
      rights dividends interest or other property whether of a capital or income
      nature accruing offered issued or deriving at any time by way of dividend
      bonus redemption exchange purchase substitution conversion consolidation
      subdivision preference option or otherwise attributable to any of the
      Shares and Securities or any Derivative Assets previously described

      "Encumbrance" means any mortgage charge pledge lien assignment
      hypothecation security interest title retention preferential right or
      trust arrangement or other security arrangement or agreement or any right
      conferring a priority of payment

      "Enforcement Event" means any event set out in the Debenture.

      "Secured Liabilities" means all monies obligations and liabilities
      whatsoever whether for principal interest or otherwise in whatever
      currency which may now or at any time


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      in the future be due owing or incurred by the Chargor to FDM under the
      terms of the Debenture and/or this Charge whether actual or contingent and
      whether alone severally or jointly as principal guarantor surety or
      otherwise and in whatever name or style and whether on any current or
      other account or in any other manner whatsoever.

      "Shares and Securities" means all stocks shares and other securities:

            (i)   listed in the Schedule for which the stock or share
                  certificates or other documents of title have been deposited
                  by the Chargor with FDM; or

            (ii)  for which the stock or share certificates or other documents
                  of title have been deposited by the Chargor with FDM or its
                  agents or nominees or are held to the order of FDM.

      in each case whether held in the Cayman Islands or elsewhere and
      irrespective of whether in any such case the deposit was made or the
      certificates or other documents were received by FDM or its agents or
      nominees for the purposes of creating security, safe custody, collection
      or otherwise.

1.2   Reference to Clauses and Schedules are to the clauses and schedules to
      this Charge.

1.3   Clause headings are inserted for ease of reference only and are not to
      affect the interpretation of this Charge.

1.4   Except to the extent the context otherwise requires any reference in this
      document to "this Charge" and any other document referred to in it
      includes any document expressed to be supplemental to or collateral with
      or which is entered into pursuant to or in accordance herewith or
      therewith and shall be deemed to include any instruments amending varying
      supplementing novating or replacing the terms of any such documents from
      time to time.

1.5   References to a person are to be construed to include corporations firms
      companies partnerships individuals associations states and administrative
      and governmental and other entities whether or not a separate legal
      entity.

1,6   References to any person are to be construed to include references to that
      person's successors transferees and assigns whether direct or indirect.

1.7   References to any statutory provision are to be construed as references to
      that statutory provision as amended supplemented re-enacted or replaced
      from time to time (whether before or after the date of this Charge) and
      are to include any orders regulations instruments or other subordinated
      legislation made under or deriving validity from that statutory provision.


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1.8   The words "other" and "otherwise" are not to be construed ejusdem generis
      with any foregoing words where a wider construction is possible.

1.9   The words "including" and "in particular" are to be construed as being by
      way of illustration or emphasis only and are not to be construed as, nor
      shall they take effect as, limiting the generality of any foregoing words.

2     Covenant to Pay

2.1   The Chargor covenants with FDM that it will pay and discharge the Secured
      Liabilities when due to FDM.

2.2   The Chargor shall pay interest to the date of payment or discharge
      (notwithstanding any demand or any judgment obtained by FDM or the
      liquidation or administration of or any arrangement or composition with
      creditors by the Chargor) at the rate or rates applicable under the
      agreements or arrangements giving rise to the relevant obligations or
      liabilities. Such interest shall be compounded in the event of it not
      being punctually paid in accordance with the usual practice of banks in
      the Cayman Islands but without prejudice to the right of FDM to require
      payment of such interest.

2.3   All sums payable by the Chargor under this Charge shall be paid without
      any set-off counterclaim withholding or deduction whatsoever unless
      required by law in which even the Chargor will simultaneously with making
      the relevant payment under this Charge pay to FDM such additional amount
      as will result in the receipt by FDM of the full amount which would
      otherwise have been receivable and will supply FDM promptly with evidence
      satisfactory to FDM that the Chargor has accounted to the relevant
      authority for the sum withheld or deducted.

3     Charge

3.1   The Chargor as beneficial owner (with the intent that the security so
      constituted shall extend to all beneficial interests of the Chargor in the
      Charged Property and to any proceeds of sale or other realisation of the
      Charged Property or any part of it) and as continuing security for the
      payment and discharge of the Secured Liabilities charges the Shares and
      Securities and the Derivative Assets to FDM.

4     Deposit of Title Documents and Further Assurance

4.1   The Chargor shall on the execution of this Charge deposit with FDM (at its
      office in Vancouver or as otherwise directed by FDM) all stock or share
      certificates or other documents of title to or representing the Charged
      Property together with such duly executed transfers or assignments with
      the name of the transferee date and consideration left blank as FDM may
      require to enable FDM to vest the same in FDM or its nominees or, after
      the occurrence of an Enforcement Event, any purchaser to the intent that
      FDM


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      may at any time after the occurrence of an Enforcement Event without
      notice present them for registration.

4.2   The Chargor shall subject to clause 4.3 upon the accrual offer issue or
      receipt of any Derivative Assets deliver or pay to FDM or procure the
      delivery or payment to FDM of all such Derivative Assets or the stock or
      share certificates or other documents of title to or representing them
      together with such duly executed transfers or assignments with the name of
      the transferee date and consideration left blank as FDM may require to
      enable FDM to vest the same in FDM or its nominees or, after the
      occurrence of an Enforcement Event, any purchaser to the intent that FDM
      may at any time after the occurrence of an Enforcement Event without
      notice present them for registration.

4.3   For so long as no Enforcement Event has occurred the Chargor will receive
      all dividends interest and other income deriving from and received by it
      in respect of the Charged Property for the account of the Chargor and will
      promptly pay such dividends interest and other income to the Chargor on
      receipt.

4.4   Without prejudice to anything else contained in this Charge the Chargor
      shall at any time at the request of FDM but at the cost of the Chargor
      promptly sign seal execute deliver and do all deeds instruments transfers
      renunciations proxies notices documents acts and things in such form as
      FDM may from time to time require for perfecting or protecting the
      security over the Charged Property or any part of it or for facilitating
      its realisation.

5     Representations Warranties and Covenants by the Chargor

5.1   The Chargor represents and warrants to FDM and undertakes that:

      (a)   it is and will be the sole absolute and beneficial owner and the
            registered holder of all of the Charged Property free from
            Encumbrances and will not create or attempt to create or permit to
            arise or subsist any Encumbrance (other than this Charge) on or over
            the Charged Property;

      (b)   it has not sold or otherwise disposed of or agreed to sell or
            otherwise dispose of or granted or agreed to grant any option in
            respect of all or any of its right title and interest in and to the
            Charged Property or any part of it and will not do any of the
            foregoing at any time during the subsistence of this Charge;

      (c)   except as disclosed in writing approved by FDM the Shares and
            Securities are and will at all times be fully paid and there are and
            will be no monies or liabilities outstanding in respect of any of
            the Charged Property;

      (d)   the Charged Property has been and will at all times be duly
            authorised and validly issued and is and will at all times be free
            from any restriction on transfer or rights of pre-emption;


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      (e)   it has and will at all times have the necessary power to enter into
            and perform its obligations under this Charge;

      (f)   this Charge constitutes its legal valid binding and enforceable
            obligations and is a security over all and every part of the Charged
            Property effective in accordance with its terms;

      (g)   this Charge does not and will not conflict with or result in any
            breach or constitute a default under any agreement instrument or
            obligation to which the Chargor is a party or by which it is bound;

      (h)   all necessary authorisations and consents to enable or entitle it to
            enter into this Charge have been obtained and will remain in full
            force and effect at all times during the subsistence of the security
            constituted by this Charge; and

      (i)   it will procure due compliance with its obligations in this Charge
            by all nominees in whose name or names any Charged Property is
            registered or holding any certificates or other documents of title
            relating to any Charged Property.

5.2   The Chargor undertakes to FDM to provide a copy of any report accounts
      circular or notice received in respect of or in connection with any of the
      Charged Property to FDM forthwith upon the receipt by the Chargor.

5.3   The Chargor shall promptly pay all calls or other payments due and will
      discharge all other obligations in respect of any part of the Charged
      Property and if the Chargor fails to fulfil any such obligations FDM may,
      but shall not be obliged to, make such payments on behalf of the Chargor
      in which event any sums so paid shall be reimbursed on demand by the
      Chargor to FDM together with interest as provided for in the Debenture
      from the date of payment by FDM until repayment whether before or after
      judgment.

5.4   The Chargor shall indemnify FDM on a full indemnity basis against calls or
      other payments relating to the Charged Property and any defect in the
      Chargor's title to the Charged Property and against all actions
      proceedings losses costs claims and demands suffered or incurred in
      respect of anything done or omitted in any way relating the the Charged
      Property or in the exercise or purported exercise of the powers contained
      in this Charge by FDM.

5.5   The Chargor shall not do or cause or permit anything to be done which may
      adversely affect the security created or purported to be created by this
      Charge or which is a variation or abrogation of the rights attaching to or
      conferred by all or any part of the Charged Property without the prior
      written consent of FDM and shall take such action as FDM may in its
      discretion direct in relation to any proposed compromise arrangement
      reorganisation conversion repayment offer or scheme of arrangement


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<PAGE>

      affecting all or any part of the Charged Property.

6 Rights of FDM

6.1   FDM may at its discretion (in the name of the Chargor or otherwise
      subject to clause 4.3 after the occurrence of any Enforcement Event and
      without any consent or authority on the part of the Chargor) exercise any
      voting rights and any powers or rights which may be exercised by the
      person or persons in whose name or names the Charged Property is
      registered.

6.2   Following the occurrence of an Enforcement Event all dividends interest
      and other income forming part of the Charged Property shall, unless
      otherwise agreed between FDM and the Chargor, be paid without any set-off
      or deduction whatsoever to an interest bearing suspense account and
      retained by FDM until applied as hereinafter provided as part of the
      Charged Property and any such monies which may be received by the Chargor
      shall pending such payment be held in trust for FDM.

6.3   The powers conferred on FDM by this Charge are solely to protect its
      interests in the Charged Property and shall not impose any duty on it to
      exercise any such powers. FDM shall not have any duty as to any Charged
      Property and shall incur no liability for:

      (a)   ascertaining or taking action in respect of any calls instalments
            conversions exchanges maturities tenders or other matters in
            relation to any Charged Property or the nature or sufficiency of any
            payment whether or not FDM has or is deemed to have knowledge of
            such matters; or

      (b)   taking any necessary steps to preserve rights against prior parties
            or any other rights pertaining to any Charged Property.

6.4   FDM shall not be liable to account as mortgagee in possession in respect
      of all or any of the Charged Property and shall not be liable for any loss
      upon realisation or for any failure to present any interest coupon or any
      bond or stock drawn for repayment or for any failure to pay any call or
      installments or to accept any offer or to notify the Chargor of any such
      matter or for any failure to ensure that the correct amounts (if any) are
      paid or received in respect of the Charged Property or for any negligence
      or default by its nominees or agents or for any other loss of any nature
      whatsoever in connection with the Charged Property.

7. Enforcement

7.1 If any Enforcement Event shall occur and be continuing then:

      (a)   FDM shall cease to be under any further financial commitment to the
            Chargor and may at any time thereafter declare the Secured
            Liabilities (or such of them as FDM may specify) immediately due and
            payable forthwith on


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            demand; and

      (b)   the security constituted by this Charge shall become immediately
            enforceable and the power of sale shall become immediately
            exercisable.

8 Power of Sale

8.1   At any time after the security constituted by this Charge has become
      enforceable FDM may without further notice to the Chargor exercise the
      power to sell or otherwise dispose of the whole or any part of the Charged
      Property, in such manner and on such terms and for such consideration
      (whether payable immediately or by instalments) as FDM shall in its
      absolute discretion think fit and without liability for loss whatsoever,
      and may (without prejudice to any right which it may have under any other
      provision of this Charge) treat such part of the Charged property as
      consists of money as if it were the proceeds of such a sale or other
      disposal. FDM shall after the payment of any claims having priority to the
      security created by this Charge apply the proceeds without prejudice to
      the right of FDM to recover any shortfall from the Chargor in paying the
      costs of sale or other disposal and in or towards the discharge of the
      Secured Liabilities in such order as FDM in its absolute discretion thinks
      fit and the surplus (if any) of such proceeds shall be paid to the person
      or persons entitled to it including without limitation the Chargor.

9 Protection of Third Parties

9.1   No purchaser mortgagee or other person dealing with FDM shall be concerned
      to enquire whether the Secured Liabilities have become payable or whether
      any power which it is purporting to exercise has become exercisable or
      whether any money is due under this Charge or as to the application of any
      money paid raised or borrowed or as to the propriety or regularity of
      any sale by or other dealing with FDM.

10 Power of Attorney

10.1  The Chargor by way of security irrevocably appoints FDM to be the attorney
      of the Chargor (with full powers of substitution and delegation) for the
      Chargor and in its name or otherwise and on its behalf and as its act and
      deed to sign seal execute deliver protect and do all deeds instruments
      transfers renunciations proxies notices documents acts and things which
      the Chargor may or ought to do under the covenants and provisions
      contained in this Charge and generally in its name and on its behalf to
      exercise all or any of the powers authorities and discretions conferred by
      or pursuant to this Charge on FDM and to execute and deliver and otherwise
      protect any deed assurance agreement instrument or act which it may deem
      proper in the exercise of all or any of the powers authorities or
      discretions conferred on FDM pursuant to this Charge.

10.2  The Chargor ratifies and confirms and agrees to ratify and confirm
      anything such


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      attorney shall lawfully and properly do or purport to do by virtue of
      clause 10.1 and all money expended by any such attorney shall be deemed to
      be expenses incurred by FDM under this Charge.

10.3  The Chargor undertakes to procure that all registered holders from time to
      time of any of the Charged Property shall forthwith grant FDM a power of
      attorney on the terms set out in clause 10.1 in respect of such Charged
      Property.

11 Discharge of Security

11.1  The security constituted by this Charge shall be continuing and shall not
      be considered as satisfied or discharged by any intermediate payment or
      settlement of the whole or any part of the Secured Liabilities or any
      other matter or thing whatsoever including the insolvency liquidation or
      administration of the Chargor and shall be binding until all the Secured
      Liabilities have been unconditionally and irrevocably paid and discharged
      in full.

11.2  Upon the irrevocable payment or discharge in full of the Secured
      Liabilities FDM will or will procure that its nominees will (as the case
      may be) at the request and cost of the Chargor retransfer to the Chargor
      all FDM's right title and interest in or to the Charged Property freed
      from this Charge.

11.3  Upon any release of the Charged Property FDM or its nominees (as the case
      may be) shall not be bound to release or transfer to the Chargor the
      identical stocks shares or securities which were deposited with or
      transferred to it or them and the Chargor shall accept shares and
      securities of the same class and denomination or such other securities as
      then represent the Charged Property.

12 Avoidance of Payments

12.1  No assurance security or payment which may be avoided or adjusted under
      any enactment relating to bankruptcy or insolvency and no release
      settlement or discharge given or made by FDM on the faith of any such
      assurance security or payment shall prejudice or affect the right of FDM
      to recover from the Chargor (including the right to recover any monies
      which it may have been compelled by due process of law to refund and any
      costs payable by it pursuant to otherwise incurred in connection with such
      process) or to enforce the security created by or pursuant to this Charge
      to the full extent of the Secured Liabilities.

13 Communications

13.1  Every notice demand or other communication under this Charge shall be in
      writing and may be delivered personally or by letter telex or facsimile
      transmission despatched by FDM to the Chargor to its address specified at
      the head of this Charge or to the


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<PAGE>

      following numbers:

      Chargor
      c/o Global Gold Corporation
      438 West 37th Street

      Attn:  Mr. Drury Gallagher, President

      Fax no:  (212) 967-3018

      or to such other address and or telex number or facsimile number as may be
      notified in accordance with this Clause by the relevant party to the other
      party for such purpose.

13.2  Every notice demand or other communication shall be deemed to have been
      received (if sent by post) 5 working days after being posted prepaid
      airmail (if posted from or to an address outside the Cayman Islands) and
      (if delivered personally or despatched by telex subject to receiving the
      correct telex answerback or by facsimile transmission) at the time of
      delivery or despatch if during normal business hours in the place of
      intended receipt on a working day in the place of intended receipt and
      otherwise at the opening of business in that place on the next succeeding
      such working day.

14 Currency Indemnity

14.1  If under any applicable law or regulation or pursuant to a judgment or
      order being made or registered against the Chargor or the liquidation of
      the Chargor or without limitation for any other reason any payment under
      or in connection with this Charge is made or falls to be satisfied in a
      currency (the "payment currency") other than the currency in which such
      payment is expressed to be due under or in connection with this Charge
      (the "contractual currency") then to the extent that the amount of such
      payment actually received by FDM when converted into the contractual
      currency at the rate of exchange falls short of the amount due under or in
      connection with this Charge the Chargor as a separate and independent
      obligation shall indemnify and hold harmless FDM against the amount of
      such shortfall. For the purposes of this Clause "rate of exchange" means
      the rate at which FDM is able on or about the date of such payment to
      purchase, in accordance with its normal practice, the contractual currency
      with the payment currency and shall take into account (and the Chargor
      shall be liable for) any premium and other costs of exchange including any
      taxes or duties incurred by reason of any such exchange.

15 Miscellaneous

15.1  No delay or omission on the party of FDM in exercising any right or remedy
      under this Charge shall impair that right or remedy or operate as or be
      taken to be a waiver of it nor shall any single partial or defective
      exercise of any such right or remedy preclude


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      any other or further exercise under this Charge or that or any other right
      or remedy.

15.2  FDM's rights under this Charge are cumulative and not exclusive of any
      rights provided by law and may be exercised from time to time and as often
      as FDM deems expedient.

15.3  Any waiver by FDM of any terms of this Charge or any consent or approval
      given by FDM under it shall only be effective if given in writing and then
      only for the purpose and upon the terms and conditions if any on which it
      is given.

15.4  The security constituted by this Charge shall be in addition to and shall
      not be prejudiced determined or affected by nor operate so as in any way
      to determine prejudice or affect any Encumbrance which FDM amy now or at
      any time in the future hold for or in respect of the Secured Liabilities
      or any part of them and shall not be prejudiced by time or indulgence
      granted to any person or any abstention by FDM in perfecting or enforcing
      any remedies securities guarantees or rights it may now or in the future
      have from or against the Chargor or any other person or any waiver release
      variation act omission forbearance unenforceability indulgence or
      invalidity of any such remedy security guarantee or right.

15.5  If at any time any one or more of the provisions of this Charge is or
      becomes illegal invalid or unenforceable in any respect under any law of
      any jurisdiction neither the legality validity or enforceability of the
      remaining provisions of this Charge nor the legality validity or
      enforceability of such provision under the law of any other jurisdiction
      shall be in any way affected or impaired as a result.

15.6  Any statement certificate or determination of FDM as to the Secured
      Liabilities or without limitation any other matter provided for in this
      Charge shall be in the absence of manifest error be conclusive and binding
      on the Chargor.

15.7  The parties agree that if requested by FDM United States UCC fiduciary
      statements will be filed in such jurisdictions as required by it, such
      fiduciary statements to be signed solely by Chargor.

16 Law and Jurisdiction

16.1  This Charge is governed by and shall be construed in accordance with the
      laws of the Cayman Islands.


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IN WITNESS whereof the Chargor and FDM have executed and delivered this Charge
as a Deed the day and year first before written.

Executed as a Deed by GLOBAL     )
GOLD CORPORATION                 )
by:                              )
                                 )
                                 )
/s/ Robert Gain                  )
Director                         )
------------------------------   )
Witnessed in the presence of:


/s/ [ILLEGIBLE]


Executed as a Deed by FIRST     )
DYNASTY MINES LTD.              )
by:                             )
                                )
                                )
______________________________  )
Witnessed in the presence of:   )


Consented to by Global Gold Armenia Limited.

Dated:              1997


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                                    SCHEDULE


Number of shares                                 Description of shares



100,000                                         Ordinary Shares in the
                                                capital of Global Gold
                                                Armenia Limited, a Cayman
                                                Islands exempted, company
                                                of a par value of US$0.01
                                                each registered in the
                                                name of Global Gold Corporation


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