EXHIBIT 10.40
                          SECOND AMENDMENT TO AGREEMENT

      THIS SECOND  AMENDMENT TO AGREEMENT  (the "Second  Amendment") is made and
entered  into as of this  the  29th  day of  July,  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"),
and Griffin Gold Group, Inc., also a Delaware corporation ("Griffin").

                                                     Recitals

         WHEREAS,  the  parties  to  this  Second  Amendment,  entered  into  an
Agreement (the  "Agreement")  dated October 31, 1996,  together with W.D. Groves
who is no longer a party to the Agreement, 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, the Amendment was amended by a First Amendment to Agreement 
(the "First Amendment") in April 1997; and

         WHEREAS, all of the parties named above desire to amend the Agreement a
second time 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. The Agreement is hereby amended so that
the two references to "April 30, 1997" in Section 4 of the Agreement (changed to
July 31, 1997 by the First  Amendment) and the one reference to "April 30, 1997"
in Section 8 of the Agreement  (changed to July 31, 1997 by the First Amendment)
shall refer to "November 30, 1997."

         2.  Miscellaneous.  Except as otherwise  expressly provided herein, the
Agreement is not amended, modified or affected by this Second 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  Second  Amendment  becomes  effective,   the  terms,
"Agreement," "hereof," "herein," "hereunder" and terms of like import, when used


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herein or in the Agreement shall,  except where the context otherwise  requires,
refer to the  Agreement,  as  amended  by this  Second  Amendment.  This  Second
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.

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

ZEOTECH INDUSTRIES, INC.


By:_________________________________       ____________________________________
                                                       Ed Hemsted
Name Printed:_______________________

Title:______________________________


KJM CAPITAL CORP.


By:_________________________________      ____________________________________
                                                     Keith J. McKenzie
Name Printed:_______________________

Title:______________________________


GRIFFIN GOLD GROUP, INC.


By:_________________________________       ____________________________________
                                                        Kent E. Lovelace, Jr.
Name Printed:_______________________

Title:______________________________


LS CAPITAL CORPORATION


By:_________________________________      ____________________________________
                                                              Douglas Schmitt
Name Printed:_______________________

Title:______________________________


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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:_________________________________          _________________________________
                                                              Ed Hemsted
Name Printed:_______________________

Title:______________________________


KJM CAPITAL CORP.


By:_________________________________                       ___________________
                                                           Keith J. McKenzie
Name Printed:_______________________

Title:______________________________


GRIFFIN GOLD GROUP, INC.


By:_________________________________                 __________________________
                                                           Kent E. Lovelace, Jr.
Name Printed:_______________________

Title:______________________________



LS CAPITAL CORPORATION



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By:_________________________________

Name Printed:_______________________

Title:______________________________