EXHIBIT 10.38
                    RELEASE AND PARTIAL TERMINATION AGREEMENT

THIS  RELEASE AND PARTIAL  TERMINATION  AGREEMENT  (the  "Release")  is made and
entered  into  this  the  22nd  day of  April,  1997 by and  among  W.D.  Groves
("Groves"),  on the one hand,  and  Zeotech  Industries,  Inc.  ("Zeotech"),  Ed
Hemsted ("Hemsted"),  KJM Capital Corp. ("KJM"), Keith J. McKenzie ("McKenzie"),
Kent  E.  Lovelace,  Jr.  ("Lovelace"),   LS  Capital  Corporation,  a  Delaware
corporation ("LS Capital"), and Griffin Gold Group, Inc., a Delaware corporation
("Griffin"),  on the  other  hand.  For  purposes  of this  Agreement,  Zeotech,
Hemsted,  KJM,  McKenzie,  Lovelace,  LS Capital  and  Griffin  are  referred to
hereinafter  singly as a "Remaining  Party" and  collectively  as the "Remaining
Parties."
                                    Recitals

         WHEREAS, Groves and each Remaining Party 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; and

         WHEREAS,  Groves and each  Remaining  Party want to  terminate  Groves'
status as a party to the  Agreement and his rights and  obligations  thereunder,
but leave  unaltered the Remaining  Parties'  status as parties to the Agreement
and their respective rights and obligations thereunder;

                                    Agreement


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         NOW,  THEREFORE,  in  consideration  of (a)  the  mutual  promises  and
agreements  herein  contained,  (b)  $10.00  and (c)  other  good  and  valuable
consideration  (the  receipt,  sufficiency  and  adequacy  of the  consideration
recited in (a), (b) and (c) immediately  preceding are hereby  acknowledged  and
confessed by each party hereto), each party hereto hereby agrees as follows:

         1. Groves hereby  acknowledges  that he received  166,666 shares of the
common stock of LS Capital pursuant to the Agreement. Groves does hereby assign,
transfer  and convey to Hemsted,  without any further  deed or act,  full right,
title and interest in and to the foregoing 166,666 shares of the common stock of
LS  Capital,  free  and  clear  of all  liens,  mortgages,  security  interests,
encumbrances,  claims and  restrictions on the transfer  thereof.  Groves hereby
further  acknowledges  that  the  Agreement  provided  that  he was  to  receive
1,250,000  shares of the common  stock of Griffin,  although  Groves has not yet
been issued such shares.  Notwithstanding any other provisions contained herein,
Groves does hereby assign,  transfer and convey to Douglas  Schmitt and Hemsted,
without any further  deed or act,  full right,  title and interest in and to 90%
and 10%, respectively,  of the shares of the common stock of Griffin that he was
to receive  pursuant to the term,  provisions  and  conditions of the Agreement,
free and clear of all liens, mortgages, security interests, encumbrances, claims
and  restrictions  on the transfer  thereof.  Groves  hereby agrees that he will
execute and deliver,  or cause to be executed and  delivered,  from time to time
after the date  hereof,  upon the request of Hemsted or Schmitt (as the case may
be), such other instruments of assignment, transfer and conveyance and will take
such other  action as Hemsted  or  Schmitt  (as the case may be) may  reasonably
require to effectuate and/or evidence the assignments, transfers and conveyances
provided  for  herein.  Groves  hereby  represents  and  warrants to Hemsted and
Schmitt that the execution by Groves and delivery to Hemsted and Schmitt of this
Release and related  documentation  will vest in Hemsted and Schmitt full right,
title  and  interest  in and to the  shares  of  common  stock  purported  to be
assigned,  transferred and conveyed to them above, free and clear of any and all
encumbrances,  security  interests,  liens,  charges,  claims,  restrictions  or
limitations,  whatsoever,  by any  person  of any kind,  including  those on the
transfer thereof, whether known or unknown.

         2.  Groves'  status  as a  party  to the  Agreement  be and  hereby  is
terminated  effective  upon the  execution  and  delivery of this  Release,  and
henceforth Groves shall have no further rights, liabilities, obligations, duties
or responsibilities with respect to the Agreement. Notwithstanding the preceding
or anything else contained herein,  the Remaining  Parties' status as parties to
the Agreement, and their respective rights, liabilities, obligations, duties and
responsibilities with respect thereto, remain unaffected by this Release.

         3. By execution of this Release, Groves represents and warrants to each
of the Remaining  Parties that he has not conveyed,  assigned,  or in any manner
transferred,  in  whole or in part,  to any  third  party  any  right,  title or
interest  that he has  heretofore  held under the  Agreement.  Groves  expressly
represents  and warrants to the Remaining  Parties that he has full authority to
enter into this Release and to terminate  his status as a party to the Agreement
and his  rights,  liabilities,  obligations,  duties and  responsibilities  with
respect thereto.

         4.   Groves   (and  each  of  Groves'   heirs,   beneficiaries,   legal
representatives,  affiliates,  agents,  successors  and  assigns)  has  this day
released and by these presents does


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release,  acquit and forever  discharge each of the Remaining Parties (and their
respective   heirs,    beneficiaries,    legal   representatives,    affiliates,
shareholders,  directors,  officers,  employees, agents, successors and assigns)
from any and all  Claims.  For  purposes  of this  Release,  "Claims"  means all
demands,  complaints,   claims,  rights,  actions,  causes  of  actions,  suits,
proceedings,  damages,  judgments,  costs,  expenses,  compensation,   promises,
agreements, debts, liabilities and obligations of any kind whatsoever, at common
law, by statute,  contract,  or  otherwise,  which a releasing  party now has or
might  have,  or in the part had or might have had,  against a  released  party,
known or unknown, directly or indirectly relating to the Agreement.

         5. By execution of this Release, Groves represents and warrants to each
of the Remaining  Parties that no Claim that he now has or might have, or in the
part had or might have had, against any person released  hereby,  has previously
been conveyed,  assigned, or in any manner transferred,  in whole or in part, to
any  third  party.  Groves  expressly  represents  and  warrants  to each of the
Remaining  Parties that he has full  authority to enter into this Release and to
release any and all Claims he now has or might have, or in the part had or might
have had, against each person released hereby.

         6. THIS RELEASE SHALL BE GOVERNED BY,  CONSTRUED UNDER, AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

         7. It is expressly understood and agreed that the terms of this Release
are contractual and not merely recitations.

         8. It is further  understood and agreed that this Release  contains the
entire  agreement  between  Groves and each  Remaining  Party  pertaining to the
subject matter hereof and supersedes any and all prior agreements, arrangements,
or  understandings  between  Groves and each Remaining  Party  pertaining to the
subject  matter  hereof.  No  oral  understandings,   statements,  promises,  or
inducements  contrary to the terms of this Release exist. This Release cannot be
changed or terminated except in writing signed by all parties hereto.

         9. Should any court, by judgment or decree, determine that this Release
does not fully and finally  discharge all Claims which a releasing party now has
or might have, or in the part had or might have had,  against a released  party,
prior to the date of this Release,  then each  releasing  party hereby agrees to
reform this document to release any such Claims not hereby released.

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

"GROVES"


/S/W.D. Groves, PhD., P.Eng.
W.D. Groves, PhD., P.Eng.

"REMAINING PARTIES"

ZEOTECH INDUSTRIES, INC.

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

Title: President

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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

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.


/S/ Ed Hemsted, by power of attorney
W.D. Groves, PhD., P.Eng.


ZEOTECH INDUSTRIES, INC.

By: /S/ Ed Hemsted                                   /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

Name Printed: Paul J Montle

Title: President