EXHIBIT 10.36
                               SERVICES AGREEMENT

         THIS  SERVICES  AGREEMENT  (the  "Agreement")  is made and entered into
effective  as of the 1st day of March,  1997 by and between  Griffin Gold Group,
Inc., a Delaware corporation ("Griffin"),  and Desert Minerals, Inc., a Delaware
corporation ("DMI").
                                                       RECITALS:

         WHEREAS,  Griffin  controls  certain  tracts  of  land  located  in the
Armagosa Valley in the upper Mohave Desert in California (the "Tracts"); and

         WHEREAS,  the sands  located  on the  Tracts  are  believed  to contain
precious minerals,  and Griffin is interesting in confirming whether or not such
sands contain precious minerals and if so, whether or not such precious minerals
can be extracted from such sands; and

         WHEREAS,  DMI  has  rights  to  a  certain  proprietary,   low-toxicity
microfine precious metals extraction technology (the "Technology") and a "pilot"
plant  capable  of  utilizing  the  Technology  (the  "Pilot  Plant"),  and  the
Technology  and the Pilot  Plant are  believed to be capable of  separating  any
precious minerals  contained in the sands mined from the Tracts from such sands;
and

         WHEREAS, both the Technology and the Pilot Plant are in a developmental
 stage, and


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both the Technology and the Pilot Plant will require additional financing and 
will involve additional costs and expenses; and

         WHEREAS,  if the  Technology  and  the  Pilot  Plant  are  successfully
developed,  DMI  intends  to  construct  a much  larger  plant for  commercially
exploiting the Technology (the "Definitive Plant"); and

         WHEREAS,  Griffin  desires to engage DMI to utilize the  Technology and
the  Pilot  Plant in an effort  to  confirm  whether  or not  precious  minerals
contained in the sands  located on the Tracts can be separated  from such sands,
and Griffin  desires to engage DMI to utilize the  Technology and the Definitive
Plant to  commercially  exploit the  precious  minerals  contained  in the sands
located on the Tracts, if precious minerals are confirmed to be contained in the
sands located on the Tracts, the Technology and the Pilot Plant are successfully
developed and are capable of extracting precious metals from such sands, and the
Definitive Plant is constructed; and

         WHEREAS,  Griffin is  willing  to  provide a portion of the  additional
financing and to bear a portion of the costs and expenses in connection with the
development of the Technology and the Pilot Plant; and

         WHEREAS,  DMI is willing  to be  engaged  by  Griffin  to  utilize  the
Technology  and the  Pilot  Plant in an  effort to  confirm  whether  or not any
precious  mineral  contained in the sands located on the Tracts can be extracted
from such  sands,  and DMI is willing  to be  engaged by Griffin to utilize  the
Technology  and the  Definitive  Plant  to  commercially  exploit  the  precious
minerals contained in the sands located on the Tracts, if Griffin so desires and
once the  Technology  and the Pilot  Plant are  successfully  developed  and are
proven capable of extracting precious metals from such sands, and the Definitive
Plant is constructed; and

         WHEREAS,  Griffin and DMI are willing to undertake all of the foregoing
upon the terms, provisions and conditions set forth hereinafter;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  hereinafter set forth and for other good and valuable  consideration,
the receipt,  adequacy and  sufficiency  of which are hereby  acknowledged,  the
parties hereto agree as follows:

                                   AGREEMENTS:

         l.  Engagement.   Subject  to  the  terms,  provisions  and  conditions
hereinafter stated, Griffin hereby engages DMI to utilize the Technology and the
Pilot  Plant  in an  effort  to  confirm  whether  or not any  precious  mineral
contained in the sands  located on the Tracts can be extracted  from such sands,
and DMI hereby  accepts  such  engagement.  The  preceding  engagement  shall be
subject to the following terms and  conditions,  in addition to all other terms,
provisions and conditions set forth herein:

(a) In DMI's efforts to confirm whether or not any precious mineral contained in
the sands located on the Tracts can be extracted  from such sands,  DMI shall be
obligated to process such sand at the Pilot Plant but only in such quantities as
are  reasonable  in view 
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of the  capacity  of the Pilot  Plant and DMI's
obligations  to  its  other  customers  and  other  persons  with  whom  it  has
contracted.  (b) Upon  receipt at the Pilot Plant from  Griffin of a quantity of
sand  complying  with the  restriction  set forth  above,  DMI shall  proceed as
promptly as is reasonably  possible to process such sand using the Technology to
confirm  whether or not any precious  mineral  contained in the sands located on
the Tracts can be extracted from such sands. In this  connection,  as soon as is
reasonably  possible  after such sand is received at the Pilot Plant,  DMI shall
inform  Griffin as to date by which the  related  processing  is  expected to be
completed.  If at any time DMI realizes that it will not be able to complete the
processing by the date previously  indicated to Griffin,  DMI shall  immediately
notify Griffin,  and DMI and Griffin shall reasonably discuss the possibility of
extending the date for completion if legitimate reasons for the delay exist.
     (c)             As promptly  as is  reasonably  possible  after the  
completion  of the
processing of any sand pursuant to this Agreement,  DMI shall deliver its report
as to whether or not any precious mineral  contained in the sands located on the
Tracts can be extracted  from such sands.  Such report shall be in such form and
containing such information as Griffin shall reasonably  request.  Griffin shall
have the right for 10 days to  review  the  report  and  communicate  to DMI its
tentative  comments  on any  matter  in  which  it  regards  the  report  or the
processing to be deficient in its reasonable  discretion.  DMI and Griffin shall
then  reasonably  cooperate  with  each  other  in an  effort  to cure  any such
deficiencies  and to modify the report or the  processing.  Notwithstanding  the
preceding,  DMI shall endeavor to cure any matter in which Griffin  believes the
initial report or processing to be deficient within a reasonable  period of time
after Griffin has communicated to DMI such deficiencies.  Once DMI believes that
the  deficiencies  have been cure, it shall notify  Griffin to such effect,  and
Griffin shall have the right to review the modified  report and  processing.  If
the  modified  report  or  processing  is  still  deficient  to  Griffin  in its
reasonable  discretion,  Griffin  shall  have the right to notify  DMI as to the
remaining   deficiencies  and  to  permit  DMI  the  opportunity  to  cure  such
deficiencies  to the  reasonable  satisfaction  of Griffin  within a  reasonable
period of time. This procedure of notice,  review,  report of  deficiencies  and
attempt to cure shall be followed  until an  acceptable  report or processing or
both are finalized.  If either DMI or Griffin  believes that they will be unable
to agree upon the final report and processing,  then either DMI or Griffin shall
be entitled to submit the issue to  arbitration  in  accordance  with Section 18
hereof.


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         2.  Non-Exclusivity.  Griffin hereby recognizes that during the term of
this  Agreement,  DMI will be engaged by persons  other than Griffin in much the
same capacity in which Griffin is engaging DMI hereunder.  Furthermore,  Griffin
hereby  consents  to DMI's  engagement  by all such other  persons,  and Griffin
hereby recognizes that DMI's engagement hereunder is not exclusive.

         3 Standard  of  Performance.  In  providing  services  pursuant to this
Agreement,  DMI shall use  reasonable  and its best  efforts,  shall render such
services  in a competent  manner of the  highest  caliber,  and  cooperate  with
Griffin and to take all  suggestions  of Griffin under  serious  considerations.
However, Griffin hereby acknowledges that the Technology and the Pilot Plant are
new and  unproven.  Accordingly,  Griffin  hereby  acknowledges  that DMI is not
making  any  representation,  warranty  or  guarantee  as to the  results of the
Technology and the Pilot Plant or any other matter relating to this Agreement.

         4.  Payment  for  Services.  In  consideration  of the  services  to be
provided by DMI to Griffin  hereunder,  Griffin agrees to pay to DMI a fee equal
to the  sum of (a) all  direct  costs  incurred  by DMI  during  the  course  of
processing  Griffin's  sands (without any allocation for any overhead  amounts),
plus (b) 10% of the amount of (a)  immediately  preceding.  All fees that become
due to DMI pursuant to this Agreement for any services  rendered by DMI shall be
due and  payable  to DMI within 30 days  after the final  report of the  related
services  is  approved  and  accepted  by Griffin  pursuant  to the above,  such
approval and acceptance being deemed given and made for purposes of this Section
4 only on the 10th day  after the  initial  report of the  related  services  is
delivered unless Griffin has communicated to DMI its deficiency  comments on any
tentative results prior to such 10th day, in which case only actual approval and
acceptance shall commence the aforementioned  30-day period.  Moreover,  Griffin
may, at DMI's discretion, pay for the fee provided for by this Section 4 through
the payment of costs,  expenses or capital expenditures  incurred by DMI, and if
Griffin  pays any fee  through  this  method,  the fee owed by Griffin  shall be
credited with the amount of the DMI costs, expenses or capital expenditures paid
by Griffin.

          5. Term. The term of this Agreement  shall begin on the effective date
hereof and shall  continue  for two years  thereafter  unless this  Agreement is
terminated earlier in accordance with the provisions of Section 6 below.

6. Termination Upon Certain Events. (a) Notwithstanding  anything else contained
herein,  Griffin may  terminate  this  Agreement  and be relieved of any further
liability  hereunder (except for obligations  provided for in Section 4(a) above
concerning accrued but unpaid fees and the obligations provided for in Section 7
below)  at any time  after  notice  is  given to DMI  after  and  regarding  the
following  events:  (i) DMI's  failure to provide  the  services  required of it
hereunder up to the standards set forth in Section 3 hereof, provided,  however,
that DMI has  failed  to cure such  failure  within  30 days  after  the  notice
required  by this  Section  6(a) has been  given;  or <PAGE>  (ii)  DMI's  other
material breach of this  Agreement,  provided,  however,  that DMI has failed to
cure such breach  within 30 days after the notice  required by this Section 6(a)
has been given.  (b)  Notwithstanding  anything else contained  herein,  DMI may
terminate  this  Agreement  and be relieved of any further  liability  hereunder
(except  obligations  provided  for in Sections 7 and 8 below) at any time after
notice is given to  Griffin  after  and  regarding  the  following  events:  (i)
Griffin's  failure to pay amounts that become due under Section 4(a),  provided,
however,  that Griffin has failed to cure such failure  within 30 days after the
notice  required by this Section 6(b) has been given;  or (ii)  Griffin's  other
material breach of this Agreement, provided, however, that Griffin has failed to
cure such breach  within 30 days after the notice  required by this Section 6(b)
has been given. (c) Notwithstanding anything else contained herein, either party
may  immediately  terminate  this  Agreement  and be  relieved  of  any  further
liability  hereunder (except for obligations  provided for in Section 4(a) above
concerning accrued but unpaid fees and the obligations  provided for in Sections
7 and 8 below) at any time after  notice is given to the other  party  after the
other  party's  dissolution,   insolvency,  filing  of  a  voluntary  bankruptcy
petition,  filing against it an involuntary bankruptcy petition,  rendering of a
material  judgment  against  it,  assignment  for the benefit of  creditors,  or
admission  in writing of its  inability to pay its debts as they become due. (d)
This Agreement shall automatically  terminate upon the execution and delivery of
an agreement pertaining to the Definitive Plant by DMI and Griffin.
         7.       Confidentiality.

         Each party  hereto (the  "Recipient"  for  purposes of this  Section 7)
hereby  recognizes and acknowledges  that it will receive  information  from, or
will  develop  information  on the  behalf  of,  the  other  party  hereto  (the
"Disclosing  Party" for purposes of this Section 7) pertaining to the Disclosing
Party and its business or its properties that is confidential  and  proprietary.
All such information is referred to hereinafter as the "Information". Each party
as  the  Recipient  hereby  agrees  to  maintain  on a  confidential  basis  all
Information,  and each party as the  Recipient  hereby  agrees that it will not,
without the prior express  written  consent of the other party as the Disclosing
Party,  use for its or anyone else's benefit or disclose to any other person any
Information,  except in connection with such  Recipient's work on behalf of such
Disclosing  Party.  Each party as the  Recipient  hereby  acknowledges  that, as
between  the  other  party as the  Disclosing  Party  and such  Recipient,  such
Disclosing  Party has the complete,  sole and full right,  title and interest in
and to the Information, and that such


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Recipient  has no rights,  expressed or implied,  with respect to the  foregoing
other than those  expressly  provided for to the contrary in a writing signed by
both such  Disclosing  Party and such  Recipient.  Each  party as the  Recipient
further agrees that it will,  immediately upon the request of the other party as
the Disclosing  Party,  return to such Disclosing Party all written  Information
and  all  writings  regarding  oral  Information   whether  such  writings  were
authorized  or  not.  Each  party  as  the  Recipient  hereby  agrees  that  the
confidentiality  agreement  provided  for hereby  shall last with respect to any
Information for ten years after such Information is disclosed by the other party
as the  Disclosing  Party to such  Recipient or  developed by such  Recipient on
behalf of such Disclosing Party, as the case may be.

         8.  Property  of  Griffin.  DMI  acknowledges  that the  services to be
provided  by  it  pursuant  to  this  Agreement  are  on  a  "for  hire"  basis.
Accordingly,  DMI acknowledges that all right, title,  interest and ownership in
and to all  tangible  or  intangible  property  created by DMI  pursuant to this
Agreement  shall vest in Griffin,  and DMI hereby assigns and conveys to Griffin
all  right,  title,  interest  and  ownership  in and to all  such  tangible  or
intangible  property.  DMI agrees to take such  further  action as  Griffin  may
reasonably  request  with  regard to the  perfection  of its  ownership  in such
tangible or intangible property.  DMI agrees that, upon the termination of DMI's
engagement  with  Griffin,  DMI  shall  immediately  surrender  to  Griffin  all
property,  equipment,  funds,  lists,  books,  records,  and other  materials of
Griffin or any affiliate thereof in the possession of or provided to DMI.
         9. Definitive  Plant. In the event that the Technology  meets Griffin's
expectations,  Griffin and DMI each agree to  negotiate  in good faith the form,
terms,  provisions and  conditions of an agreement  pertaining to the Definitive
Plant with a view to the execution and delivery of the same.

         10. Law Governing. THIS AGREEMENT HAS BEEN ENTERED INTO IN THE STATE OF
TEXAS AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE
STATE OF TEXAS.

         11.  Notices.  Any notice or request herein required or permitted to be
given to any party  hereunder  shall be given in writing and shall be personally
delivered  or sent to such party by prepaid  mail at the address set forth below
the  signature of such party  hereto or at such other  address as such party may
designate by written  communication  to the other party to this Agreement.  Each
notice  given in  accordance  with this  paragraph  shall be deemed to have been
given, if personally delivered, on the date personally delivered, or, if mailed,
on the third day following the day on which it is deposited in the United States
mail,  certified or registered  mail,  return  receipt  requested,  with postage
prepaid.

         12.  Headings.  The headings of the  paragraphs of this  Agreement have
been inserted for  convenience of reference only and shall in no way restrict or
modify any of the terms or provisions hereof.

         13.  Severability.  If any  provision  of this  Agreement is held to be
illegal, invalid, or unenforceable under present or future laws effective during
the term hereof,  such  provision  shall be fully  severable and this  Agreement
shall be construed  and enforced as if such  illegal,  invalid or  unenforceable
provision  had  never  comprised  a part of  this  Agreement  and the  remaining
provisions of this Agreement shall remain in full force and effect and shall not
be  affected  by the  illegal,  invalid  or  unenforceable  provision  or by its
severance from this


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Agreement.  Furthermore,  in lieu  of such  illegal,  invalid  or  unenforceable
provision,  there  shall be added  automatically  as a part of this  Agreement a
provision  as  similar  in  terms to such  illegal,  invalid,  or  unenforceable
provision as may be possible and be legal, valid, and enforceable.

         14. Entire Agreement.  This Agreement embodies the entire agreement and
understanding  between the parties  hereto  with  respect to the subject  matter
hereof and supersede all prior agreements and understandings, whether written or
oral, relating to the subject matter hereof.

         15.  Binding  Effect.  This  Agreement  shall be binding upon and shall
inure to the benefit of each party hereto and its  successors  and assigns,  but
neither this  Agreement  nor any rights  hereunder  may be assigned by any party
hereto without the consent in writing of the other party.

         16. Remedies.  No remedy conferred by any of the specific provisions of
this  Agreement is intended to be exclusive  of any other  remedy,  and each and
every remedy shall be cumulative  and shall be in addition to every other remedy
given  hereunder or now or hereafter  existing at law or in equity or by statute
or otherwise. The election of any one or more remedies by any party hereto shall
not constitute a waiver of the right to pursue other available remedies.
         17. Independent Contractor. DMI and Griffin are independent contracting
parties,  and nothing in this  Agreement  shall make  either  party the agent or
legal representative of the other for any purpose whatsoever,  nor does it grant
either party any authority to assume or to create any  obligations  on behalf of
or in the name of the other.

         18.  Arbitration.  All disputes  arising out of this Agreement shall be
submitted by either party hereto to  arbitration  in Houston,  Texas pursuant to
the rules of the American Arbitration Association,  Commercial Division, as such
party's sole remedy in this regard.

         IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of
the first date written above.

        "GRIFFIN""

    GRIFFIN GOLD GROUP, INC.




BY:_________________________________


NAME:_______________________________


TITLE:______________________________


ADDRESS:____________________________

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                   "DMI"

DESERT MINERALS, INC.



BY:_________________________________


NAME:_______________________________


TITLE:______________________________


ADDRESS:____________________________
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