EXHIBIT 10.39
                          FIRST AMENDMENT TO AGREEMENT

      THIS FIRST  AMENDMENT TO  AGREEMENT  (the "First  Amendment")  is made and
entered  into as of this  the  22nd  day of  April,  1997 by and  among  Zeotech
Industries,  Inc., Ed Hemsted,  KJM Capital Corp.,  Keith J.  McKenzie,  Kent E.
Lovelace,  Jr., LS Capital  Corporation,  a Delaware corporation ("LS Capital"),
Griffin Gold Group, Inc., also a Delaware corporation  ("Griffin"),  and Douglas
Schmitt ("Schmitt").  For all purposes hereof, the preceding parties (other than
Schmitt) are referred to hereinafter as the "Remaining Parties."

                                    Recitals

         WHEREAS,  W.D. Groves ("Groves") and the Remaining Parties entered into
an Agreement (the "Agreement") dated October 31, 1996 regarding the contribution
of certain mining claims to Griffin,  the issuance of certain shares of stock in
Griffin,  the  issuance  of certain  shares of stock in LS  Capital,  additional
capital  contributions  to  Griffin,  the  registration  with the United  States
Securities  and Exchange  Commission of certain shares of stock in Griffin owned
by LS  Capital,  the  declaration  by LS Capital of an in-kind  dividend  to its
stockholders of the shares so registered, and various additional matters;

         WHEREAS,  during  April  1997,  Groves  executed a Release  and Partial
Termination  Agreement  pursuant to which he terminated his status as a party to
the  Agreement  and  all of his  rights,  liabilities,  obligations,  duties  or
responsibilities with respect thereto;

         WHEREAS,  Schmitt will  receive  shares of common stock in Griffin upon
the  satisfaction  of  certain  performance  standards  set forth in a  separate
agreement,  and the Remaining  Parties  require Schmitt to become a party to the
Agreement for certain  matters,  and Schmitt is willing to become a party to the
Agreement for certain matters; and

         WHEREAS,  all of the parties  named above desire to amend the Agreement
upon the terms, provisions and conditions set forth hereinafter;

                                                     Agreement

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the undersigned parties to amend the Agreement, the undersigned parties agree
as follows (all undefined, capitalized terms used herein shall have the meanings
assigned to such terms in the Agreement):

         1.       Amendments to the Agreement.

                  a.       The Agreement is hereby amended in all relevant 
respects so that all

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references to Grove be and hereby are deleted.

                  b. The Agreement is hereby  amended so that the two references
to "April  30,  1997" in Section 4 of the  Agreement  and the one  reference  to
"April 30, 1997" in Section 8 of the Agreement shall refer to "July 31, 1997."

                  c. The Agreement is hereby  amended in the following  respects
with respect to Schmitt,  effective  immediately  upon  Schmitt's  acquiring any
shares of common stock in Griffin:

                           (i) Schmitt shall be a "Contributor" for purposes of,
         and shall be  subject  to all  terms,  provisions  and  conditions  of,
         Section 2(c) of the Agreement for all purposes whatsoever;

                           (ii)     Schmitt shall be deemed to have made all the
         representations and warranties contained in Section 5(a) (if Schmitt is
         a non-U.S. resident) or all the representations and warranties 
         contained in Section 5(b) (if Schmitt is a U.S. resident);

                           (iii)   Schmitt  shall  be  subject  to  all  of  the
         consequences  of  termination  of the  Agreement  as set  forth  in the
         introductory  language  of  Section 8 and in Section  8(a) and  Section
         8(d);

                           (iv)  Schmitt  shall  be  subject  to the  terms  and
         provisions  of Section 9(a) with regard to survival of  representations
         and warranties  and to the terms,  provisions and conditions of Section
         9(b) as an indemnifying party and Section 9(c) as an indemnified party;

                           (v) Schmitt shall be subject to terms, provisions and
         conditions of Section 10(a) as an indemnifying party,  Section 10(b) as
         an indemnified party, and the procedure set forth in Section 10(c); and

                           (vi)  Schmitt  shall be  subject  to  general  terms,
         provisions and conditions of Section 11.

         2.  Miscellaneous.  Except as otherwise  expressly provided herein, the
Agreement is not amended,  modified or affected by this First Amendment.  Except
as  expressly  set  forth  herein,  all of  the  terms,  conditions,  covenants,
representations, warranties and all other provisions of the Agreement are herein
ratified and confirmed  and shall remain in full force and effect.  On and after
the  date  on  which  this  First  Amendment  becomes   effective,   the  terms,
"Agreement," "hereof," "herein," "hereunder" and terms of like import, when used
herein or in the Agreement shall,  except where the context otherwise  requires,
refer to the Agreement, as amended by this First Amendment. This First Amendment
may be executed  into one or more  counterparts,  and it shall not be  necessary
that the  signatures of all parties  hereto be contained on any one  counterpart
hereof; each counterpart shall be deemed an original,  but all of which together
shall constitute one and the same instrument.

                                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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         IN WITNESS  WHEREOF,  the  undersigned  have set their  hands  hereunto
effective as of the first date written above.

ZEOTECH INDUSTRIES, INC.

By: /S/ Ed Hemsted, by power of attorney                      /S/ Ed Hemsted
                                                              Ed Hemsted
Name Printed: Ed Hemsted

Title: President


KJM CAPITAL CORP.

By:/S/ K.J. McKenzie                                 /S/ K.J. McKenzie
                                                     Keith J. McKenzie
Name Printed: Keith J. McKenzie

Title: President


GRIFFIN GOLD GROUP, INC.


By: /S/ Paul J. Montle                                /S/Kent E. Lovelace, Jr.
                                                     Kent E. Lovelace, Jr.
Name Printed: Paul J Montle

Title: Vice President


LS CAPITAL CORPORATION

By: /S/ Paul J. Montle                               /S/ Douglas Schmitt
                                                              Douglas Schmitt
Name Printed: Paul J Montle

Title: President

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                                   CERTIFICATE

         Each of the  undersigned  hereby  certifies and  acknowledges  that the
undersigned  has signed and  executed  the  foregoing  agreement  with  multiple
original signature pages at separate locations to be effective  immediately upon
signing and that the transmission of a telecopier  facsimile of their respective
signatures,  each to the other, shall be sufficient to cause the mutual delivery
of this  executed  agreement in order to bind the parties and make the agreement
effective upon the date of signing.  It is further  certified,  acknowledged and
agreed that the original signature pages are to be circulated hereafter but that
the failure of any party to obtain the original  signature pages hereafter shall
not affect the validity and  effectiveness  of this agreement which is effective
from and after the execution by all parties and the  transmission  by telecopier
facsimile of the signature of all parties, each to the other.

         IN WITNESS  WHEREOF,  the parties hereto have signed their names hereto
as of the first date written above.

ZEOTECH INDUSTRIES, INC.

By: /S/ Ed Hemsted, by power of attorney                      /S/ Ed Hemsted
                                                              Ed Hemsted
Name Printed: Ed Hemsted

Title: President


KJM CAPITAL CORP.

By:/S/ K.J. McKenzie                                 /S/ K.J. McKenzie
                                                     Keith J. McKenzie
Name Printed: Keith J. McKenzie

Title: President


GRIFFIN GOLD GROUP, INC.


By: /S/ Paul J. Montle                                /S/Kent E. Lovelace, Jr.
                                                     Kent E. Lovelace, Jr.
Name Printed: Paul J Montle

Title: Vice President



LS CAPITAL CORPORATION

By: /S/ Paul J. Montle                               /S/ Douglas Schmitt
                                                              Douglas Schmitt


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Name Printed: Paul J Montle

Title: President