EXHIBIT 10.47
                                 EXPLORATION AGREEMENT AND OPTION TO LEASE


           This   Agreement  is  made  and  effective  as  of  the  ___  day  of
_______________,  19__,  by and between  CHARLES  JACKSON,  MARIE  UNRUH,  JAMES
HOPKINS,  SR., TRACY HOPKINS, RICK JACKSON, MARA JACKSON, PAUL JACKSON and JARED
JACKSON (hereinafter  referred to as "LICENSOR") and GRIFFIN GOLD GROUP, INC., a
Delaware corporation, (hereinafter referred to as "LICENSEE"), agree as follows:

1.         Description of Property/Grant of Exploration Rights.
           LICENSOR is the owner of all or part of the unpatented  placer mining
claims described in EXHIBIT "A" attached hereto. LICENSOR grants to LICENSEE the
exclusive  right to explore  LICENSOR's  ownership  interest in the property set
forth in EXHIBIT  "A"  (LICENSOR's  interest is  hereinafter  referred to as the
"PREMISES").
           2.   Term.
           The term of this Agreement shall be five (5) years, unless terminated
earlier or extended.  LICENSEE shall have the right to extend for two additional
five (5) year terms upon the payment of Five Hundred Dollars  ($500.00) for each
such extension.
           3.   Consideration.
           In consideration for the granting of the exploration rights set forth
herein,  LICENSEE agrees to pay to LICENSOR each year in which this Agreement is
in effect on or before the  anniversary  date,  the sum of Five Hundred  Dollars
($500.00).  Upon execution of this Agreement,  LICENSEE shall pay the sum of One
Thousand Dollars ($1,000.00) which shall be full consideration for the first and
second  year's  payments.  LICENSORS  authorize  Rick  Jackson to  receive  such
payments for them, for their benefit, as follows:
                Rick Jackson
                P.O. Box 874
                Jacksonville, OR 97530

           4.   Conduct of Operations.
           During the term of this Agreement, LICENSEE shall have possession of,
and free and  unrestricted  access to, the  PREMISES and shall have the right to
explore,  investigate,  measure, sample (including bulk sample),  examine, test,
work, use, manage,  control and develop the PREMISES.  LICENSOR shall receive an
accounting  and  production  royalty,  pursuant to the terms of the Mining Lease
attached hereto as EXHIBIT "B", for all ores, minerals and concentrates  removed
and  sold  from the  PREMISES.  LICENSEE  may  trench  or drill  any part of the
PREMISES, may


<PAGE>

rehabilitate  existing mine  workings,  construct  new workings,  and may erect,
construct,  use, and maintain on the PREMISES such roads,  building  structures,
equipment and machinery as in its sole  discretion it may deem  necessary to its
operations.
           5.   Notice.
           Any notices required or permitted to be given to LICENSOR or LICENSEE
hereunder  shall be given in the manner  provided  herein and be  considered  as
delivered  and received when the same are delivered in person or received by the
addressee following deposit in the United States mail by registered mail, return
receipt  requested,  with postage prepaid.  All notices given hereunder shall be
addressed  to the persons  and  addresses  given below or such other  persons or
addresses  as the parties  may  designate  from time to time.  Any change in the
names  and/or  addresses of the persons  listed below shall be effective  thirty
(30) days from the giving of the notice to the other party as  provided  herein.
LICENSEE: Griffin Gold Group, Inc.
                  c/o LS Capital Corporation
                  15915 Katy Freeway, Suite 250
                  Houston, TX 77094
LICENSOR:                  Rick Jackson
                  P.O. Box 874
                  Jacksonville, OR 97530


           6.   Termination.
           Upon  termination or surrender  under the terms of this License,  all
rights of LICENSEE  under this  Agreement,  except as provided in Paragraph 11.,
shall  terminate and all payments  heretofore made under this Agreement shall be
retained by LICENSOR as full compensation,  as rental, for the use and occupancy
of said PREMISES and as consideration for which this Agreement is given.
           7.   Insurance.
           LICENSEE  shall,  at  its  sole  expense,  cause  to  be  issued  and
maintained  during  the  term  of  this  Agreement,  or any  extension  thereof,
workmen's  compensation  insurance coverage in accordance with the provisions of
California law.


<PAGE>

           8.   Indemnity.
           LICENSEE shall protect and indemnify and hold LICENSOR  harmless from
and against any and all claims, actions or causes of action, including,  without
limitation,  employees of LICENSEE,  contractors and employees of contractors of
LICENSEE, for injury to or death of persons or damage to property arising out of
or in connection with LICENSEE's exploration activities.
           9.   Compliance With Laws.
           LICENSEE shall conduct all exploration  activities in full compliance
with the  applicable  laws and  regulations  of the State of California  and the
United States of America  including,  but not limited to, the  provisions of the
Federal Land Management and Policy Act of 1976 and the  regulations  promulgated
pursuant thereto.
           10.    Option to Lease.
           During  the  term  of  this  Agreement,  or  during  the  term of any
extension hereof, LICENSEE may exercise an option to lease the PREMISES pursuant
to the terms and  conditions  set forth in the Mining Lease  attached  hereto as
EXHIBIT  "B" and made a part  hereof as though  set forth in its  entirety.  The
option to lease shall be deemed exercised when LICENSOR has received a certified
check in the amount of Five Thousand Dollars ($5,000.00),  together with two (2)
copies of EXHIBIT "B" that have been executed by LICENSEE.  LICENSOR  shall sign
one copy and return it  promptly  to  LICENSEE.  If LICENSOR is the owner at the
date of exercise of this option of less than one hundred  percent  (100%) of the
title to the  PREMISES,  LICENSOR  shall  receive an amount equal to  LICENSOR's
percentage ownership multiplied by Five Thousand Dollars ($5,000.00) pursuant to
this paragraph.
           11.    Removal of Property.
           LICENSEE shall have, and it is hereby given and granted,  ninety (90)
days  after  a  valid  forfeiture,  surrender,  or  other  termination  of  this
Agreement,  to remove  from the  PREMISES  all  machinery,  equipment,  personal
property and improvements erected or placed in or upon the said property by


<PAGE>

it. If not so removed by LICENSEE within said ninety (90) day period,  titles to
unremoved property will then vest in LICENSOR.
           12.    Information.
                12.1
           If the Option to Lease contained in Paragraph 10 is not exercised and
this Agreement is terminated,  LICENSOR may,  within ninety (90) days,  request,
and if requested,  LICENSEE shall supply  LICENSOR  copies of all Information as
defined  below.  As  used  in  this  Agreement,  "Information"  shall  mean  all
geological,   geophysical  and  geochemical  data,  maps  and  reports,  whether
acquired,  generated or compiled by or for LICENSEE.  LICENSEE warrants that all
information  supplied to LICENSOR  pursuant to the terms of this provision shall
be true and accurate copies of the Information  acquired,  generated or compiled
by or for LICENSEE;  provided,  however, that LICENSEE does not warrant that the
data contained  therein is an accurate  interpretation  of the geology described
therein.
                12.2
           Any and all  data,  information,  reports  and  samples  provided  by
LICENSEE to LICENSOR under the terms of this Agreement shall be treated and held
confidential  for the term of this  Agreement,  and for the  term of the  Mining
Lease attached as EXHIBIT "B", if LICENSEE should exercise its Option to Lease.
           13.  Default and Termination.
                13.1
           Default.
                The occurrence of any of the following  events shall  constitute
an event of default on the part of LICENSEE:
                13.1.1      Breach of Covenants.
                Failure (i) to perform any of LICENSEE's covenants hereunder,
including, but not


<PAGE>

limited to the failure to make a payment under  Paragraph 3 herein,  and (ii) to
remedy  such  failure  within  ninety  (90) days  after  written  demand is made
therefor.
                13.1.2      Assignments.
                The making of a general assignment by LICENSEE for the benefit 
of creditors.
                13.1.3      Bankruptcy.
                The filing of any form of voluntary petition in bankruptcy by 
LICENSEE, or the filing of an  involuntary  petition by  LICENSEE's  creditors, 
if such petition remains undischarged for a period of thirty (30) days.
                 13.1.4      Receivership.
                 The appointment of a receiver to take possession of 
substantially all of LICENSEE's  assets or of the interest held by LICENSEE 
under this Agreement,  if such receivership remains undissolved for a period of 
thirty (30) days.
                 13.1.5      Attachment.
                 The attachment or other judicial seizure of substantially all 
of LICENSEE's assets or of the  interest  held  under this  Agreement,  if such 
attachment  or other seizure  remains un dismissed or  undischarged  for a 
period of thirty (30) days after the levy thereof.
                  13.2     Remedies.
                  In  the  event  of the  occurrence  of any  event  of  default
mentioned in Paragraph 13.1 hereof,  LICENSOR  shall have the right,  so long as
default  continues,  to immediately  terminate this Agreement by giving LICENSEE
written notice of such termination.
         14.      Inurement.
         All covenants, conditions,  limitations and provisions herein contained
apply  and are  binding  upon the  parties  hereto  and their  heirs,  devisees,
successors and assigns.
         15.      Force Majeure.
         If, because of force majeure, LICENSEE is unable to carry out any of 
its obligations under this


<PAGE>

Agreement,  the  obligation  of  LICENSEE  shall be excused  to the extent  made
necessary by such force majeure and this Agreement shall be extended by a length
of time equal to its  continuance  not to exceed  maximum term permitted by law.
The term "force  majeure" as used herein shall  include,  but not be limited to,
acts of God,  acts of civil or  military  authority,  acts of war or the  public
enemy,  legislation,  acts or orders of any  court,  acts or  failure  to act of
regulatory agencies or administrative bodies having jurisdiction with respect to
the performance of this Agreement,  insurrections,  riots, strikes,  boycotts or
other labor disturbances, fire, flood, windstorm, explosion and other causes not
within the  reasonable  control of the parties  directly  affected  and claiming
suspension  of its  obligation  whether  or not like or similar to the causes or
occurrences specifically enumerated above.
         16.      Title.
         Each  LICENSOR  covenants  that said LICENSOR now owns and is in actual
possession  of an undivided  one-eighth  interest in the PREMISES free and clear
from all former grants,  sales,  liens,  or  encumbrances  of any kind, and that
there are no delinquent  taxes; and agrees to furnish LICENSEE upon request such
abstracts,  deeds, or other evidence of title as may be in LICENSOR's possession
and control.  LICENSEE may elect to correct any defects it  determines  exist in
title to the PREMISES, including, but not limited to, amendment, relinquishment,
relocation of existing  claims and location of additional  claims over fractions
within the PREMISES.
         17.      Counterparts.
         This  Agreement  may be  signed  in  counterparts  and  shall be deemed
effective  when all parties have  executed  this  Agreement  or any  counterpart
thereof.
         18.      Complete Agreement.
         This  Agreement  and all the terms and covenants  contained  herein are
deemed to be the complete and unequivocal  written  agreement of the parties and
no other agreements, either written or oral,


<PAGE>
are contemplated with respect to said PREMISES.
         19.      Recordation.
         This  Agreement  shall not be  recorded,  however,  the  Memorandum  of
Exploration  Agreement with Option to Lease attached hereto as EXHIBIT "C" shall
be executed and recorded promptly following the execution of this Agreement.
                                    LICENSOR:
                       -----------------------------------
                                 CHARLES JACKSON

                       -----------------------------------
                                   MARIE UNRUH

                       -----------------------------------
                               JAMES HOPKINS, SR.

                       -----------------------------------
                                  TRACY HOPKINS

                       -----------------------------------
                                  RICK JACKSON

                       -----------------------------------
                                  MARA JACKSON

                       -----------------------------------
                                  PAUL JACKSON

                       -----------------------------------
                                  JARED JACKSON



                                    LICENSEE:

                            GRIFFIN GOLD GROUP, INC.

                     By ____________________________________
                                 Paul J. Montle
                               Its Vice-President


<PAGE>

GRIFFIN GOLD GROUP, INC./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE

                                Table of Contents


1.       Description of Property/Grant of Exploration Rights................  1

2.       Term...............................................................  1
         ----

3.       Consideration....................................................... 1
         -------------

4.       Conduct of Operations............................................... 2
         ---------------------

5.       Notice.............................................................. 2
         ------

6.       Termination......................................................... 3
         -----------

7.       Insurance........................................................... 3
         ---------

8.       Indemnity........................................................... 3
         ---------

9.       Compliance With Laws................................................ 3
         --------------------

10.      Option to Lease..................................................... 4
         ---------------

11.      Removal of Property................................................. 4
         -------------------

12.      Information......................................................... 4
         -----------

13.      Default and Termination............................................. 5
         -----------------------
13.1     Default............................................................. 5
                  -------
13.1.1   Breach of Covenants................................................  5
                                       -------------------
13.1.2               Assignments............................................  5
                                       -----------
13.1.3               Bankruptcy............................................  5
                                       ----------
13.1.4               Receivership..........................................  6
                                       ------------
13.1.5               Attachment............................................  6
                                       ----------
13.2     Remedies..........................................................  6
                  --------

14.      Inurement.........................................................  6
         ---------

15.      Force Majeure.....................................................  6
         -------------

16.      Title.............................................................. 6  

17.      Counterparts......................................................  7
         ------------
18.      Complete Agreement................................................  7
         ------------------
19.      Recordation......................................................  8
         -----------


<PAGE>

                                                EXHIBIT "A"

                                      UNPATENTED PLACER MINING CLAIMS

                                    Located in Inyo County, California


<TABLE>
<CAPTION>

                                                                                         Inyo County
                                            Township/Range             Date of            Document
Claim Name             Section                   SBB&M                Location             Number
CAMC
<S>                      <C>                      <C>                     <C>               <C>    

Amanda #7                 6                   20 N./7 E.               5-4-96              96-2325
269230
Amanda #8                 6                   20 N./7 E.               5-4-96              96-2326
269231
Amanda #9                 6                   20 N./7 E.               5-5-96              96-2327
269232
Amanda #10                5                   20 N./7 E.               5-5-96              96-2328
269233
Amanda #11                6                   20 N./7 E.               5-5-96              96-2329
269234
Amanda #12                7                   20 N./7 E.               5-5-96              96-2330
269235
Amanda #13                7                   20 N./7 E.               5-5-96              96-2331
269236
Amanda #15                8                   20 N./7 E.               5-5-96              96-2332
269237
Amanda #19                9                   20 N./7 E.               5-6-96              96-2333
269238
Amanda #20                4                   20 N./7 E.               5-6-96              96-2334
269239
</TABLE>

<PAGE>
                                                EXHIBIT "A"

                                      UNPATENTED PLACER MINING CLAIMS

                               Located in San Bernardino County, California

<TABLE>
<CAPTION>


                                                                                      San Bernardino County
                                           Township/Range           Date of                 Document
Claim Name             Section                  SBB&M              Location                  Number
                        CAMC
<S>                     <C>                       <C>                   <C>                  <C>    

Kurtise #1               35                  11 N./4 E.             6-16-96               1996-0260770
                       269295
Kurtise #2               35                  11 N./4 E.             6-16-96               1996-0260773
                       269296
Kurtise #3               35                  11 N./4 E.             6-16-96               1996-0260775
                       269297
Kurtise #4               35                  11 N./4 E.             6-16-96               1996-0260778
                       269298
Kurtise #9                2                  10 N./4 E.             6-16-96               1996-0260781
                       269299
Kurtise #10               2                  10 N./4 E.             6-16-96               1996-0260780
                       269300
Kurtise #11               2                  10 N./4 E.             6-17-96               1996-0260783
                       269301
Kurtise #12               2                  10 N./4 E.             6-17-96               1996-0260784
                       269302
Kurtise #13              11                  10 N./4 E.             6-17-96               1996-0260786
                       269303
Kurtise #14              11                  10 N./4 E.             6-17-96               1996-0260787
                       269304
Kurtise #15              11                  10 N./4 E.             6-18-96               1996-0260788
                       269305
Kurtise #16              11                  10 N./4 E.             6-18-96               1996-0260790
                       269306

</TABLE>
<PAGE>
                                   EXHIBIT "B"

GRIFFIN GOLD GROUP, INC./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE



                                  MINING LEASE

This Agreement is made and effective as of the ___ day of_________, 19__, by and
between CHARLES JACKSON,  MARIE UNRUH, JAMES HOPKINS,  SR., TRACY HOPKINS,  RICK
JACKSON,  MARA JACKSON, PAUL JACKSON and JARED JACKSON (hereafter referred to as
"LESSOR"),  and GRIFFIN  GOLD GROUP,  INC., a Delaware  corporation,  (hereafter
"LESSEE").
                         1.           DESCRIPTION OF PROPERTY.
LESSOR is the owner of all or part of the unpatented placer mining claims 
described on EXHIBIT "A" attached hereto.
                         2.                GRANT OF LEASE.
                                                  2.1   LESSOR   hereby   leases
exclusively  to  LESSEE,   subject  to  the  terms  and  conditions  hereinafter
expressed,
LESSOR's  interest  in the  property  set forth in EXHIBIT "A"  attached  hereto
(LESSOR's interest is hereafter referred to as "LEASED PROPERTY").
2.2 This lease is granted for the purpose of the exploration,  development,  and
mining of the LEASED PROPERTY for minerals as may be found therein  (hereinafter
referred to as the "Leased  Minerals").  LESSEE is hereby  granted the exclusive
right to enter into  possession of the LEASED  PROPERTY,  and during the term of
this lease, to remain in possession thereof,  and to develop,  mine, operate and
use the  property  and any  surface or  underground  rights,  including  but not
limited to access,  and water or water rights,  and to mine,  extract and remove
from the LEASED PROPERTY the Leased Minerals and to treat,  mill,  ship, sell or
otherwise  dispose of the same and receive the full proceeds thereof (subject to
the obligation of royalty payment as specified below); and to construct, use and
operate thereon and therein structures, excavations, roads, equipment

<PAGE>
GRIFFIN GOLD GROUP, INC./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE



and other improvements or facilities which LESSEE shall deem reasonably required
for, or in  connection  with,  the full  enjoyment  of the rights and  interests
granted to LESSEE by this lease.
                         3.                TERM OF LEASE.
The term of this Mining  Lease shall be for twenty (20) years from and after the
date of this  lease and for so long  thereafter  as LESSEE is in  production  on
properties located within a five (5) mile radius of the nearest LEASED PROPERTY.
For purposes of this paragraph, production shall be defined as the processing of
ore.  LESSEE may  terminate  this lease at any time by  delivery  to LESSOR of a
quitclaim  deed to the  LEASED  PROPERTY,  provided  that  LESSEE is not then in
default under the terms of this lease.
4. ROYALTIES AND CONSIDERATION.
4.1 Advance Minimum Royalty.
LESSEE shall pay to LESSOR advance minimum royalties
as follows:
                        a)   Upon execution of this agreement         $1,000.00
                        b)   On or before the anniversary date
                                 and each anniversary date thereafter $1,000.00
4.2          Production Royalties.
4.2.1A  production  royalty for all minerals mined,  removed,  and sold from the
property  set forth in EXHIBIT  "A" equal to 2.5  percent  (2.5%) of the Smelter
Returns shall be calculated. LESSOR, as defined in this Agreement, shall receive
a percentage  of the  production  royalty  calculated  equal to LESSOR's  actual
ownership interest of the property described in EXHIBIT "A".
4.2.2The term "Smelter Returns" shall be defined to be the gross amount received
from the


<PAGE>
GRIFFIN GOLD GROUP, INC./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE



sale of valuable  minerals after recovery of all exploration,  development,  and
capital  costs and less all  taxes  levied,  incurred  or  imposed  on the sale,
severance or production of such minerals and less costs of  extraction,  mining,
milling, treating,  transportation to the smelter and/or refinery,  smelting and
refining charges and costs of sale.
                                                4.3           Manner of Payment.
                                                                     4.3.1All
minerals  mined,  removed and extracted  from the LEASED  PROPERTY shall be sold
under the name of
LESSEE and a royalty  settlement sheet accounting for such transactions shall be
furnished  to  LESSOR  on or  before  the  twenty-fifth  (25th)  day of the next
succeeding  calendar month for all sales made and received  during the preceding
calendar quarter.  All production royalty payments,  accompanied by a settlement
sheet  required by this lease,  shall be made to LESSOR at the address set forth
in  Paragraph  12.1  below,  or such other  person or  address  as LESSOR  shall
designate by written notice pursuant to the provisions of Paragraph 8 by mail or
personal  delivery.  LESSEE shall receive a cumulative credit against production
royalties  for all  minimum  royalties  paid  pursuant  to this lease  agreement
regardless of the year in which said minimum  royalties are paid and  production
royalties  shall  not be  payable  until  the  production  royalty  set forth in
Paragraph 4.2 exceeds the cumulative  sums paid by LESSEE  pursuant to Paragraph
4.1. If the Leased  Minerals are sold to, or processed by, a smelter or refinery
owned, operated,  affiliated with or controlled by LESSEE, in no event shall the
royalties  computed  herein be less than  would  have been paid had the ore been
sold to or  processed  by a major  smelter  or  refinery  not  owned,  operated,
affiliated with, or controlled by LESSEE.
                         5.         CONDUCT OF MINING OPERATIONS.
                                                5.1                General.


<PAGE>
GRIFFIN GOLD GROUP, INC./CHARLES JACKSON, et al.

                                 EXPLORATION AGREEMENT AND OPTION TO LEASE



LESSEE shall conduct, and cause all mining activities to be conducted in a
prudent, workmanlike, miner-like manner in accordance with established mining 
practices.
5.2           Commingling of Ore.
LESSEE may commingle ore from the LEASED PROPERTY with ore from
other  properties,  either  before  or  after  concentration  or  beneficiation,
provided that the method and procedures  LESSEE uses to commingle the ore and to
determine  the weight and grade of the ore removed from the LEASED  PROPERTY and
of the ore with  which it is  commingled  shall  be a method  recognized  by the
mining industry and conducted in accordance with generally  accepted  accounting
principles.  LESSEE shall use that method to  determine  weight and grade and to
allocate net returns from the commingled ore between the LEASED PROPERTY and the
other  properties from which the other  commingled ore was removed and to assure
that the share of  production  received by LESSOR is  representative  of the ore
that  was  produced  from  the  LEASED  PROPERTY.  All such  weight,  grade  and
allocation  calculations  by LESSEE shall be done in accordance  with  generally
accepted accounting principles and in a manner recognized by the mining industry
as practical  and  sufficient at that time.  If it is  impractical  to determine
which por tions of any of the costs and expenses  described  in Paragraph  4.2.2
above are directly  attributable to ore removed from the LEASED  PROPERTY,  such
costs and expenses  shall be allocated on a  straight-line,  per-ton basis among
all ores  that  give  rise to those  expenses,  in  accordance  with  acceptable
accounting standards.
5.3          Cross-Mining Rights.
LESSEE is hereby granted the right, if it so desires, to mine or remove from the
LEASED PROPERTY any ores, waste, water and other materials existing therein or
thereon or in any part thereof, through or


<PAGE>
GRIFFIN GOLD GROUP, INC./CHARLES JACKSON, et al.

                                 EXPLORATION AGREEMENT AND OPTION TO LEASE



by means of  shafts,  openings  or pits  which  may be sunk or made  upon  other
property owned,  controlled,  or operated by or for LESSEE  (hereinafter  "Other
Property"). LESSEE also may stockpile any ores, waste, or other materials and/or
concentrated  products of ores or materials  (collectively  "Products") from the
LEASED PROPERTY,  or any part thereof, upon stockpile grounds situated upon such
Other Property. In the event LESSEE stockpiles Products from the LEASED PROPERTY
on  Other  Properties,  LESSEE  shall  execute  or  cause  to be  executed  such
instruments  as LESSOR may  reasonably  request in writing to evidence  LESSOR's
royalty interest in the Products so stockpiled.  Any such instrument executed by
LESSEE,  however,  expressly  shall  acknowledge  LESSEE's  right  to  sell  the
stockpiled Products.  LESSEE also, if it so desires, may use the LEASED PROPERTY
and any  shafts,  openings,  pits  and  stockpile  grounds  sunk or made for the
mining,  removal  and/or  stockpiling  of any Products from the LEASED  PROPERTY
and/or  from the  Other  Property,  or for any  purpose  or  purposes  connected
therewith,  provided,  however,  that such use of the LEASED  PROPERTY  does not
prevent or interfere with the mining or removal of ore from the LEASED PROPERTY.
                         6.         RECORDS AND BOOKS OF ACCOUNT.
                                                6.1            Books of Account.
                          LESSEE shall keep complete,  true and proper books and
records of account showing all minerals mined and
removed from the LEASED PROPERTY and recording all sales, transfers, conveyances
or other dispositions of ores, minerals or other materials taken from the LEASED
PROPERTY in accordance with generally accepted accounting principles. Said books
and  records  shall be open to  examination  by  LESSOR  or its duly  authorized
representative  during  regular  business  hours and shall  include  any and all
documents necessary to establish a gross selling price of the ores, minerals


<PAGE>
GRIFFIN GOLD GROUP, INC./CHARLES JACKSON, et al.

                                 EXPLORATION AGREEMENT AND OPTION TO LEASE



or other materials taken from the Leased Premises.  LESSOR is hereby granted the
right at LESSOR's  expense to examine and make a copy or copies of said books or
records or any portion thereof.
6.2               Inspection.
LESSOR or its duly authorized agents shall have, following advanced notice,
the right at reasonable times under  reasonable  circumstances to enter upon the
LEASED  PROPERTY  for the  purpose  of  inspecting  operations  and  work  being
performed by LESSEE pursuant to this lease. Such entry shall be at LESSOR's risk
and LESSEE shall not be liable for injury to LESSOR unless such injury is caused
by the willful or grossly negligent conduct of LESSEE.
                         7.       PROTECTING FROM LIENS AND TAXES.
                                                  7.1  LESSEE   shall  keep  the
subject premises and every part thereof free and clear of any and all liens and
encumbrances  for work  performed  upon the subject  premises,  or for materials
furnished to it while this agreement remains in force and effect.
                                                7.2  LESSEE  shall pay not later
than ten (10) days before due, one hundred percent (100%) of all taxes and
assessments that may be levied or assessed  against the premises,  including all
taxes that may be levied or assessed as a direct or indirect  result of LESSEE's
mining  activities,  and  including,  but not limited  to,  taxes on the mineral
estate, real property improvements and personal property and possessory interest
taxes.  LESSOR shall forward to LESSEE,  upon receipt,  all notices of taxes and
assessments  due.  LESSOR  shall be  responsible  for  payment  of all  taxes or
assessments due as a result of its activities.
8. NOTICE.


<PAGE>



GRIFFIN GOLD GROUP, INC./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE



Any notices  required  or  permitted  to be given to LESSOR or LESSEE  hereunder
shall be considered as delivered when received by the parties to whom they shall
be directed.  Notice shall be given by personal  delivery or by registered mail,
postage  prepaid  and return  receipt  requested,  addressed  to the persons and
addresses  given  below or to such other  person or address as the  parties  may
designate by written notice from time to time.

LICENSEE:                             Griffin Gold Group, Inc.
                                      c/o LS Capital Corporation
                                      15915 Katy Freeway, Suite 250
                                      Houston, TX 77094


LICENSOR:                              Rick Jackson
                                       P.O. Box 874
                                       Jacksonville, OR 97530


Changes in the above names and addresses shall be effected by sending notice as 
set forth herein and said change shall be effective fifteen (15) days from 
receipt thereof.
9.               WASTE AND REFUSE.
LESSEE agrees to dispose of refuse from all mining activities conducted pursuant
to this lease in accordance with good mining practice and in accordance with the
provisions of applicable ordinances, laws and regulations.
10.                  INSURANCE.
LESSEE shall, at its sole cost and expense, cause to be issued and maintained 
during the term of this lease or any extension thereof workers' compensation  
insurance coverage in accordance with the provisions of California law.
11.             COMPLIANCE WITH LAWS.


<PAGE>
GRIFFIN GOLD GROUP, INC./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE



LESSEE shall  conduct and cause to be conducted  all mining  activities  in full
compliance  with the  applicable  laws of the State of California and the United
States of America.
                        12.                    TITLE.
                                                12.1Each  LESSOR  warrants  that
said LESSOR is the owner of an undivided 1/8th interest in the LEASED
PROPERTY  and that there are no defects in LESSOR's  title  which  would  affect
LESSEE's right to possession and use pursuant to the terms of this lease.
                          LESSORS authorize Rick Jackson to receive all payments
for them, for their benefit, as follows:
                                                          Rick Jackson
                                                          P.O. Box 874
                                                          Jacksonville, OR 97530

                                                12.2  In  the  event   that  any
defect in LESSOR's title is determined to exist,  LESSOR shall, at its sole cost
and
expense, take such steps as may be required,  including, but not limited to, the
commencement of litigation,  the location of additional claims,  relinquishment,
amendment or relocation of existing  claims held by LESSOR.  In the event LESSOR
fails or refuses to take or complete  appropriate steps to correct any defect in
LESSOR's  title,  LESSEE may elect to correct such defect and deduct the cost of
such  correction,   including  attorneys  fees,  from  the  payment  obligations
contained  in this  lease.  LESSEE  also may make such  deductions  for costs or
corrections to title to the LEASED PROPERTY incurred by LESSEE prior to the date
of this Lease.
12.3In the event it is
determined that LESSOR owns less than one hundred percent (100%) of the LEASED
PROPERTY,  then LESSOR's  rights under this Agreement shall be adjusted so as to
reflect the actual  interest  owned. It is the intention of the parties that the
full ownership of LESSOR be included in this Mining Lease.
13. DEFAULT AND TERMINATION.


<PAGE>
GRIFFIN GOLD GROUP, INC./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE



13.1               Default.
The occurrence of any of the following events shall constitute an event of 
default on the part of LESSEE:
       13.1.1      Breach of Covenants.
       Failure (i) to perform any of LESSEE's covenants hereunder, and (ii) to 
       remedy such failure within ninety (90) days after written demand is made
       therefore.
       13.1.2   Assignments.
       The making of a general assignment by LESSEE for the benefit of creditors
       13.1.3   Bankruptcy.
       The filing of any form of voluntary petition in bankruptcy by LESSEE, or 
       the filing of an  involuntary  petition by LESSEE's  creditors,  if such 
       petition  remains undischarged for a period of thirty (30) days.
       13.1.4   Receivership.
       The appointment of a receiver to take possession of substantially all of 
       LESSEE's assets or of the interest held by LESSEE under this lease, if 
       such  receivership remains undissolved for a period of thirty (30) days.
       13.1.5   Attachment.
       The attachment or other judicial seizure of substantially all of LESSEE's
       assets or of the  interest  held under this lease,  if such  attachment  
       or other  seizure remains  undismissed or undischarged  for a period of 
       thirty (30) days after the levy thereof.
13.2     Remedies.
       13.2.1   Termination.
       In the event of the occurrence of any event of default mentioned in 
       Paragraph 13.1


<PAGE>
GRIFFIN GOLD GROUP, INC./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE



hereof,  LESSOR,  shall  have  the  right,  so long  as  default  continues,  to
immediately  terminate  this  lease by  giving  LESSEE  written  notice  of such
termination.
13.2.2   Eviction.
In the event of any such termination of this lease, LESSOR may then or at any 
time thereafter,  re-enter the LEASED  PROPERTY,  or any part  thereof,  and 
expel or remove  therefrom  LESSEE and any other person  occupying  the same,  
using such force as may be  necessary  so to do, and again  repossess  and enjoy
the LEASED PROPERTY,  without  prejudice to any other  remedies  that LESSOR may
have under this  lease,  or at law or  equity,  by reason of  LESSEE's  default 
or of such termination.
13.2.3   Damages.
In the event of any such termination of this lease, LESSOR shall have all of the
rights and remedies of a landlord  provided by Section  1951.2 of the Civil Code
of the State of California.
13.2.4   Remedies of LESSOR.
In the event LESSEE breaches this lease and abandons the LEASED PROPERTY,
LESSOR shall have all of the  remedies of a landlord  provided by the Civil Code
of the State of California.
13.2.5   Default by Landlord.
In the event of default by LESSOR, LESSEE shall have all of the remedies of a
tenant provided by the laws of the State of California.
13.3     Termination by LESSEE.
This agreement may be terminated by LESSEE at any time by the giving of three(3)


<PAGE>
GRIFFIN GOLD GROUP, INC./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE



months written notice.
                  13.4     Information.
                  Upon  termination  of this  Agreement  LESSEE  shall (upon the
request of LESSOR made within 60 days of termination) provide LESSOR with copies
of all Information as defined below.  As used in this  Agreement,  "Information"
shall mean all  geological,  geophysical  and  geochemical  data, all laboratory
testing results, maps and reports, whether acquired, generated or compiled by or
for LESSEE.  LESSEE warrants that all Information supplied to LESSOR pursuant to
the terms of this provision shall be true and accurate copies of the Information
acquired,  generated  or com piled by or for  LESSEE;  provided,  however,  that
LESSEE  does  not  warrant  that  the  data  contained  therein  is an  accurate
interpretation of the geology described therein.
                           13.4.1 Upon execution of this Agreement, LESSOR shall
provide LESSEE access
to all geologic, geophysical and geochemical data concerning the LEASED PROPERTY
which has been acquired, generated, or compiled by LESSOR.
13.4.2  Any and all data, information, reports and samples provided by LESSEE to
LESSOR under the terms of this Agreement shall be treated and held  confidential
for the term of this Agreement.
         14.      FORCE MAJEURE.
         The  failure  to  perform  or  comply  with  any  of the  covenants  or
conditions  hereof  on the  part  of  LESSEE  (including,  but not  limited  to,
production  requirements set forth in Paragraph 3 above) will not be grounds for
cancellation,  penalty,  termination or forfeiture  hereof,  during such time as
failure to perform  is caused or  compliance  is  prevented  by severe  weather,
explosion,  unusual mining casualty, mill shutdowns, damage to or destruction of
mill or mill plant facility, fire, flood,


<PAGE>
GRIFFIN GOLD GROUP, INC./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE



civil or military  authority,  insurrection,  strikes,  riots,  inability  after
diligent effort to obtain  competent  workmen or material or necessary  permits,
fuel shortages,  inadequate or shortages of transportation facilities not due to
the negligence or lack of diligence by LESSEE,  governmental actions or policies
which  substantially  restrict the legality or  profitability  of extracting and
selling any of the valuable  minerals  produced under the Mining Lease,  acts of
God, or any  circumstances  or conditions  beyond the control of LESSEE,  and in
such an event,  LESSEE  shall be excused  from,  and not held liable  for,  such
failure to perform or comply.
         15.      INUREMENT.
         This lease  shall  inure to the  benefit  of and be binding  upon their
respective heirs, trustees, conservators, successors and assigns of the parties.
         16.      RECORDATION.
         This agreement is not to be recorded.  LESSEE may, however, prepare and
submit to LESSOR for signature, a memorandum of this agreement for recordation.
         17.      ASSIGNMENT.
                  17.1     Assignment by LESSOR.
                  LESSOR  agrees  that it shall  give  notice  to  LESSEE of its
intention to sell or otherwise assign the Lease or LEASED PROPERTY. Upon receipt
of a bona fide offer to purchase the Lease or LEASED PROPERTY,  the LESSOR shall
forthwith  give  notice,  to be  accompanied  by a true  copy of such  offer  to
purchase attached thereto,  to LESSEE, and LESSEE shall have ninety (90) days in
which to present to LESSOR a written counter offer, such counter offer to be for
greater   consideration  than  the  offer,   expressed  in  cash  or  marketable
securities.  Upon  receipt of such counter  offer,  LESSOR will have thirty (30)
days to sell to LESSEE or to give notice to


<PAGE>
GRIFFIN GOLD GROUP, INC./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE



LESSEE of receipt of a further  counter  offer for  greater  consideration  than
LESSEE's counter offer. In the event of a further counter offer being presented,
LESSEE will have  fifteen  (15) days from  receipt of notice to raise its offer,
and the offers and counter offers shall thereafter be limited to a response time
of fifteen (15) days from receipt of notice.
                  17.2     Assignment by LESSEE.
                  LESSEE may assign this Lease without the prior written consent
of LESSOR provided LESSEE guarantees the obligations of the assignee; otherwise,
this Lease shall not be assigned by LESSEE without the prior written  consent of
LESSOR which consent shall not be unreasonably withheld.
         18.      REMOVAL OF EQUIPMENT.
         At the  termination  of  this  lease,  LESSEE  may  remove  any and all
equipment  it placed  on the  property  during  the term of this  lease,  or any
extension  thereof,  provided  said removal is com pleted within one (1) year of
the termination date.
         19.      COUNTERPARTS.
         This  agreement  may be  signed  in  counterparts  and  shall be deemed
effective  when all parties have  executed  this  agreement  or any  counterpart
thereof.
         20.      COMPLETE AGREEMENT.
         This writing and all terms and covenants contained herein are deemed to
be the complete and unequivocal  written agreement of the parties,  and no other
agreements,  either  written  or oral,  are  contemplated  with  respect to said
property.
         21.      CALIFORNIA LAW.
         This lease shall be governed by and construed and interpreted under the
internal laws of the State



<PAGE>
GRIFFIN GOLD GROUP, INC./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE



of California.
         22.      SEVERABILITY.
         If any term, covenant, condition or provision of this agreement is held
by a court of competent jurisdiction to be invalid, void, or unenforceable,  the
remainder  of the  provisions  hereof  shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
         23.      TITLE HEADINGS.
         The  headings  of the  respective  paragraphs  of  this  Agreement  are
inserted  for  convenience  only and  shall  not be  deemed to be a part of this
Agreement and considered in construing this Agreement.
                                                              LESSEE:

GRIFFIN GOLD GROUP, INC.

By ____________________________________
Its______________________________

By ____________________________________
Its______________________________



LESSOR:

-----------------------------------
CHARLES JACKSON

-----------------------------------
MARIE UNRUH

-----------------------------------
JAMES HOPKINS, SR.

-----------------------------------
TRACY HOPKINS

-----------------------------------
RICK JACKSON

-----------------------------------
MARA JACKSON

-----------------------------------
PAUL JACKSON

-----------------------------------
JARED JACKSON

<PAGE>
GRIFFIN GOLD GROUP, INC./CHARLES JACKSON, et al.

                    EXPLORATION AGREEMENT AND OPTION TO LEASE


                                  MINING LEASE

                                Table of Contents


1.       DESCRIPTION OF PROPERTY............................................  1
         -----------------------

2.       GRANT OF LEASE.....................................................  1
         --------------

3.       TERM OF LEASE......................................................  2
         -------------

4.       ROYALTIES AND CONSIDERATION........................................  2
         ---------------------------
         4.1      Advance Minimum Royalty...................................  2
                  -----------------------
         4.2      Production Royalties......................................  2
                  --------------------
         4.3      Manner of Payment.........................................  3
                  -----------------

5.       CONDUCT OF MINING OPERATIONS.......................................  4
         ----------------------------
         5.1      General...................................................  4
                  -------
         5.2      Commingling of Ore........................................  4
                  ------------------
         5.3      Cross-Mining Rights.......................................  5
                  -------------------

6.       RECORDS AND BOOKS OF ACCOUNT.......................................  5
         ----------------------------
         6.1      Books of Account..........................................  5
                  ----------------
         6.2      Inspection................................................  6
                  ----------

7.       PROTECTING FROM LIENS AND TAXES....................................  6
         -------------------------------

8.       NOTICE.............................................................  7
         ------

9.       WASTE AND REFUSE..................................................  7
         ----------------

10.      INSURANCE.........................................................  8
         ---------

11.      COMPLIANCE WITH LAWS..............................................  8
         --------------------

12.      TITLE.............................................................  8
         -----

13.      DEFAULT AND TERMINATION...........................................  9
         -----------------------
         13.1     Default..................................................  9
                  -------
                  13.1.1   Breach of Covenants.............................  9
                           -------------------
                  13.1.2   Assignments.....................................  9
                           -----------
                  13.1.3   Bankruptcy......................................  9
                           ----------

<PAGE>
GRIFFIN GOLD GROUP, INC./CHARLES JACKSON, et al.

                                               MINING LEASE

                                         Table of Contents (con't)


                  13.1.4   Receivership..................................... 10
                           ------------
                  13.1.5   Attachment....................................... 10
                           ----------
      13.2     Remedies.................................................. 10
                  --------
                  13.2.1   Termination...................................... 10
                           -----------
                  13.2.2   Eviction......................................... 10
                           --------
                  13.2.3   Damages.......................................... 11
                           -------
                  13.2.4   Remedies of LESSOR............................... 11
                           ------------------
                  13.2.5   Default by Landlord.............................. 11
                           -------------------
         13.3     Termination by LESSEE..................................... 11
                  ---------------------
         13.4     Information............................................... 11
                  -----------

14.      FORCE MAJEURE...................................................... 12
         -------------

15.      INUREMENT.......................................................... 13
         ---------

16.      RECORDATION........................................................ 13
         -----------

17.      ASSIGNMENT......................................................... 13
         ----------
         17.1     Assignment by LESSOR...................................... 13
                  --------------------
         17.2     Assignment by LESSEE...................................... 14
                  --------------------

18.      REMOVAL OF EQUIPMENT............................................... 14
         --------------------

19.      COUNTERPARTS....................................................... 14
         ------------

20.      COMPLETE AGREEMENT................................................. 14
      ------------------

21.      CALIFORNIA LAW..................................................... 14
         --------------

22.      SEVERABILITY....................................................... 14
         ------------

23.      TITLE HEADINGS..................................................... 15
         --------------