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                                 MINING CONTRACT

                                     between

                         MINERA SAN XAVIER, S.A. DE C.V.

                                       And

                      WASHINGTON GROUP LATIN AMERICA, INC.

                             CERRO SAN PEDRO PROJECT

                           CERRO DE SAN PEDRO, MEXICO

                                      FINAL

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                                TABLE OF CONTENTS

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ARTICLE 1.            DEFINITIONS...............................................................................         1

ARTICLE 2.            INTENT OF AGREEMENT.......................................................................         4

ARTICLE 3.            SCOPE OF WORK.............................................................................         4

         3.1      Contractor's Facilities.......................................................................         4

         3.2      Pre-Production Period and Mine Development....................................................         5

         3.3      Haul Road.....................................................................................         5

         3.4      Mining........................................................................................         6

                  3.4.1    Mobilization.........................................................................         6

                  3.4.2    Clearing and Grubbing................................................................         6

                  3.4.3    Topsoil Stockpiles...................................................................         6

                  3.4.4    Road Construction and Maintenance....................................................         6

                  3.4.5    Drilling and Blasting ...............................................................         6

                  3.4.6    Waste Mining.........................................................................         7

                  3.4.7    Ore Mining...........................................................................         7

                  3.4.8    Reclamation..........................................................................         8

                  3.4.9    Pit dewatering.......................................................................         8

         3.5      Production Schedule and Mining................................................................         8

         3.6      Other Work....................................................................................         8

         3.7      Reporting.....................................................................................         8

         3.8      Meetings......................................................................................         9

         3.9      Inspection....................................................................................         9

         3.10     Concealed or Unknown Conditions...............................................................         9

ARTICLE 4.            CONTRACTOR'S RESPONSIBILITIES.............................................................        10

         4.1      Supervision and Direction.....................................................................        10

         4.2      Use of Local Resources........................................................................        10

         4.3      Permit Conditions.............................................................................        10

         4.4      Drilled and Blasted Inventory.................................................................        10

         4.5      Performance of Work...........................................................................        10

         4.6      Underground Voids.............................................................................        11
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         4.7      Security for Contractor's Property............................................................        11

         4.8      Labor, Materials and Equipment................................................................        11

         4.9      Mine Schedule.................................................................................        12

         4.10     Permits; Easements and Authorizations.........................................................        12

         4.11     Laws and Regulations..........................................................................        12

         4.12     Taxes and Payroll.............................................................................        13

         4.13     Use of Premises...............................................................................        13

         4.14     Ownership of Information, Data, Materials, Etc................................................        13

         4.15     Payment of Subcontractors and Suppliers - Liens Against Owner.................................        14

         4.16     Environmental Requirements....................................................................        14

         4.17     Explosives....................................................................................        15

         4.18     Retention and Modification of Contract Documents..............................................        15

         4.19     Safety and Protection.........................................................................        15

         4.20     Emergencies...................................................................................        16

         4.21     Project Manager...............................................................................        17

         4.22     Survey Monuments..............................................................................        17

ARTICLE 5.            OWNER'S RESPONSIBILITIES..................................................................        17

         5.1      Furnishing Data...............................................................................        17

         5.2      Permits.......................................................................................        17

         5.3      Explosives....................................................................................        18

         5.4      Payments......................................................................................        18

         5.5      Availability of Property......................................................................        18

         5.6      Reference Points..............................................................................        18

         5.7      Aerial Survey.................................................................................        18

         5.8      Surveying and Mapping of the Work.............................................................        18

         5.9      Assaying and Ore Control......................................................................        18

         5.10     Mine Planning.................................................................................        19

         5.11     Utilities and Fuel............................................................................        19

         5.12     Owner's Representative........................................................................        19
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         5.13     Security for the Property.....................................................................        19

ARTICLE 6.            WARRANTIES................................................................................        19

         6.1      Contractor's Warranty.........................................................................        19

                  6.1.1    Workmanship..........................................................................        20

                  6.1.2    Labor................................................................................        20

                  6.1.3    Other................................................................................        20

         6.2      Notice by Owner...............................................................................        20

         6.3      Access to Work................................................................................        20

         6.4      Owner May Stop the Work.......................................................................        21

         6.5      Correction or Removal of Defective Work.......................................................        21

         6.6      Acceptance of Defective Work..................................................................        21

         6.7      Owner May Correct Defective Work..............................................................        21

         6.8      Exclusive Remedy for Defective Work...........................................................        21

ARTICLE 7.            CONTRACT TERM.............................................................................        22

ARTICLE 8.            CONTRACT PRICE............................................................................        22

         8.1      Target Budget.................................................................................        22

         8.2      Actual Compensation...........................................................................        22

                  8.2.1    Cost of Work.........................................................................        22

                  8.2.2    Fee..................................................................................        23

         8.3      Incentive Adjustment .........................................................................        23

                  8.3.1    Underruns............................................................................        23

                  8.3.2    Overruns.............................................................................        23

                  8.3.3    Changes..............................................................................        23

         8.4      Productivity Improvement Option...............................................................        24

         8.5      Mobilization..................................................................................        24

         8.6      Haul Road Price...............................................................................        24

         8.7      Change Orders.................................................................................        24

ARTICLE 9.            PAYMENT...................................................................................        25

         9.1      Equipment Lease Payments......................................................................        25
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         9.2      Quantity Measurement for Purposes of Payment..................................................        25

         9.3      Invoices .....................................................................................        25

         9.4      Haul Road Invoices............................................................................        26

         9.5      Payment for Change Orders.....................................................................        26

         9.6      Inspection Upon Completion or Termination.....................................................        26

         9.7      Final Payment and Acceptance..................................................................        26

         9.8      Records and Audit.............................................................................        27

         9.9      Resolution....................................................................................        27

ARTICLE 10.           CONFIDENTIALITY...........................................................................        27

ARTICLE 11.           INSURANCE.................................................................................        28

         11.1     Contractor's Insurance........................................................................        28

                  11.1.1   Coverage.............................................................................        28

                  11.1.2   Contractor's Property................................................................        29

                  11.1.3   Endorsements and other Provisions....................................................        29

                  11.1.4   Certificates.........................................................................        29

                  11.1.5   Failure to Maintain..................................................................        30

         11.2     Owner's Insurance.............................................................................        30

                  11.2.1   Coverage.............................................................................        30

                  11.2.2   Endorsements and other Provisions....................................................        31

                  11.2.3   Certificates.........................................................................        31

         11.3     Owner's Bond..................................................................................        31

         11.4     Subcontractors................................................................................        31

         11.5     Effect of Insurance ..........................................................................        31

ARTICLE 12.           SUSPENSION OF WORK AND TERMINATION........................................................        32

         12.1     Suspension of Work............................................................................        32

         12.2     Termination by Owner..........................................................................        32

                  12.2.1   Termination for Convenience of Owner.................................................        32

                  12.2.2   Termination for Default of Contractor................................................        33

         12.3     Termination by Contractor for Default or Owner' Breach........................................        35
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         12.4     Remedy Not Exclusive..........................................................................        36

ARTICLE 13.           FORCE MAJEURE.............................................................................        36

ARTICLE 14.           NOTICES AND PAYMENTS......................................................................        37

ARTICLE 15.           DISPUTES AND ARBITRATION..................................................................        38

         15.1     Mediation.....................................................................................        38

                  15.1.1   Mediation Hierarchy..................................................................        38

                  15.1.2   Procedure............................................................................        38

         15.2     Arbitration...................................................................................        38

ARTICLE 16.           ASSIGNMENT AND SUBCONTRACTS...............................................................        39

         16.1     Assignment - General..........................................................................        39

         16.2     Assignability by Owner........................................................................        39

         16.3     Subcontracts..................................................................................        39

ARTICLE 17.           GOVERNING LAW.............................................................................        40

ARTICLE 18.           INDEMNITY.................................................................................        40

ARTICLE 19.           MISCELLANEOUS.............................................................................        40

         19.1     Entire Agreement; Amendment...................................................................        40

         19.2     Counterparts..................................................................................        41

         19.3     Severability..................................................................................        41

         19.4     Headings......................................................................................        41

         19.5     Waivers.......................................................................................        41

         19.6     Consequential Damages.........................................................................        41

         19.7     Limitation of Liability.......................................................................        41

         19.8     U. S. Export Regulations......................................................................        42

         19.9     Foreign Corrupt Practices Act.................................................................        42

         19.10    Conflicting Language..........................................................................        42

         19.11    Survival of Obligations.......................................................................        42

         19.12    Other Contractors.............................................................................        42

         19.13    Rights of Various Interests...................................................................        43

         19.14    Non-Payment of Remuneration to Owner's Employees..............................................        43
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19.15    Discrepancies.................................................................................        43

19.16    Independent Contractor........................................................................        43
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                                           EXHIBITS
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EXHIBIT A                     CONTRACT PRICE INCLUDING MOBILIZATION AND
                              DEMOBILIZATION

EXHIBIT B                     EQUIPMENT LEASE TERMS

EXHIBIT C                     HOURLY LABOR AND EQUIPMENT RATES

EXHIBIT D                     MINE SCHEDULE

EXHIBIT E                     LIST OF DRAWINGS AND SPECIFICATIONS

EXHIBIT F                     PROPERTY DESCRIPTION

EXHIBIT G                     STAND-BY RATES

EXHIBIT H                     DEMOBILIZATION SCHEDULE

EXHIBIT I                     PRICE ADJUSTMENT

EXHIBIT J                     TERMINATION SCHEDULE

EXHIBIT K                     PERMIT CONDITIONS

EXHIBIT L                     SECURITY BOND
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<PAGE>

                                MINING AGREEMENT

      THIS AGREEMENT is entered into as of ________________, 2003 (the
"Effective Date") between Minera San Xavier, S.A. de C.V., a Mexican
corporation, (a subsidiary of Metallica Resources Inc., a Canadian corporation),
("Owner"), and Washington Group Latin America, Inc., a Delaware, U.S.A.
corporation (a subsidiary of Washington Group International, Inc., an Ohio
corporation) ("Contractor").

      WHEREAS, Owner owns and operates the Mine;

      WHEREAS, Owner desires to engage the services of an independent contractor
to drill, blast, excavate, mine and haul certain quantities of Ore and Waste
material at the Mine, and to construct access and facilities to enable the
efficient performance of the same;

      WHEREAS, Contractor is engaged in the business of drilling, blasting,
excavating, mining, hauling, and performing construction-related services and
desires to perform such services at the Mine, as necessary to implement the
Work; and,

      WHEREAS, Contractor agrees to (i) furnish the experience, knowledge, skill
and judgment required to cooperate with and advance the interests of Owner
through industry standard mining methods, careful supervision and efficient
administration and (ii) implement the Work expeditiously, timely and
economically consistent with the interests of Owner, all of which Contractor is
able and willing to do for the compensation and in accordance with the terms and
conditions set forth in this Agreement.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein
and for other good and valuable consideration hereinafter set forth, Owner and
Contractor agree as follows:

                                   ARTICLE 1.

                                   DEFINITIONS

      Wherever used in this Agreement, the following terms have the meanings
indicated which are applicable to both the singular and plural thereof:

      "Agreement" shall mean the understanding between Owner and Contractor
regarding the Work, as embodied in this executed document, including all
Contract Documents.

      "Bank Cubic Meters" or "BCM", as used herein shall mean the volume of Ore
and Waste in place before drilling, blasting or ripping.

      "Billing Period" shall mean the time period between the 15th day of one
month until the 15th day of the next month with respect to the Equipment Lease
Payment and shall mean the time

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period between the end of one month and the end of the next month with respect
to payment for performance of the Work.

      "Change Order" shall mean a written notice by Owner specifically
identified as such for a Variation in accordance with Section 8.7.

      "Contract Documents" shall mean all Exhibits, Drawings, Specifications,
Tables, and Schedules attached to or incorporated by reference into the
Agreement and any Change Orders hereafter issued in connection with the Work.

      "Contract Price" shall mean the monies payable by Owner to Contractor
denominated in U.S. Dollars pursuant to this Agreement.

      "Contract Term" shall mean the term during which this Agreement shall be
effective as set forth in Article 7.

      "Contract Year" shall mean each consecutive twelve (12) month period
commencing at completion of the Pre-Production Period.

      "Contractor's Representative" shall mean Contractor's duly authorized
representative appointed to administer this Agreement, as described in Section
4.21.

      "Day" shall mean a calendar day unless otherwise specified.

      "Defective" shall mean, when describing the Work, Work that fails to
comply with this Agreement, applicable laws, rules and regulations, standard
industry practices or permit conditions.

      "Development Plan" shall mean the plan dated September 2003 delivered by
Contractor to Owner describing the development of the Project

      "Drawings" shall mean the drawings, prepared or approved by Owner, which
show the character and scope of the Work to be performed pursuant to this
Agreement and which are attached hereto as Exhibit E, as such drawings may be
revised, amended or supplemented from time to time during the Contract Term.

      "Equipment" shall mean all machinery, apparatus, tools, appliances,
materials, articles and all other items required to be provided by Contractor to
carry out the Work.

      "Equipment Lease Payment" shall have the meaning set forth in Section 9.1.

      "Event of Force Majeure" shall mean any event that is not reasonably
foreseeable and is beyond the reasonable control and without the fault or
negligence of the party relying thereon,

                                      -2-
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including, but not limited to: acts of God; declared or undeclared war;
terrorism; riots; civil commotion; natural disasters; fires; floods; epidemics;
quarantine restrictions; strikes; freight embargos; governmental injunctions;
orders or prohibitions; changes in law; unusually severe weather; delays of
Subcontractors or suppliers due to such causes; or material adverse changes in
the economics of the Project, as contemplated in the Development Plan, so as to
render the assumptions and conclusion therein inapplicable.

      "Extra Work Rate Schedules" shall mean the schedules set forth in Exhibit
C as such schedules may be amended from time to time in accordance with this
Agreement.

      "Ground Penetrating Radar" shall mean electronic equipment used to produce
images of conditions beneath the surface of the ground useful in detecting
subsurface voids.

      "Haul Road" shall have the meaning set forth in Section 3.3.

      "Labor" shall mean all labor and services of any description (supervisory,
skilled, or unskilled) necessary for the performance of the Work.

      "Mine Schedule" shall mean the schedule of Mine production set forth on
Exhibit D as such schedule may be amended from time to time in accordance with
this Agreement.

      "Mine" or "Cerro San Pedro Mine" shall mean the Ore deposit and associated
Waste and overburden located on the Property.

      "Mining" shall have the meaning as set forth in Section 3.4.

      "Ore" shall mean mineralized rock that has been characterized by Owner as
economic and which is to be segregated from Waste rock as quantified in Exhibit
D.

      "Other Contractor" shall mean any other person, firm, or corporation
employed by Owner on the Project and any Subcontractor of any such person, firm,
or corporation otherwise than through Contractor.

      "Other Work" shall mean any Work under this Agreement described in Section
3.6.

      "Owner's Representative" shall mean Owner's duly authorized representative
appointed to administer this Agreement pursuant to Section 5.12.

      "Pre-Production Period" shall mean the time period in which Work is being
done by Contractor at the Site to prepare the Mine to produce Ore on a
sustainable basis as further described in Section 3.2.

                                      -3-
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      "Project" shall mean the Cerro San Pedro Mine Project of which the Work
may be the whole or part.

      "Project Manager" shall mean that person employed by Contractor to oversee
and manage the Work at the Work site as set forth in Section 4.21.

      "Property" or "Site" shall mean the real property situated in Cerro San
Pedro, Mexico, owned or controlled by Owner as the same may change from time to
time and which, as of the Effective Date, includes those properties located on
lands more particularly described in Exhibit F.

      "Specifications" shall mean those portions of this Agreement incorporated
herein that consist of written technical descriptions of materials, equipment,
construction systems, standards, and workmanship as applied to the Work and
certain administrative details applicable thereto.

      "Subcontractor" shall mean an individual, firm, corporation, association,
partnership or other entity having a direct contract with Contractor or with any
other Subcontractor for the performance of any part of the Work.

      "Variations" shall mean any variation, alteration, amendment, deletion or
addition to the Work as set forth in Change Orders.

      "Waste" shall mean all rock material other than Ore, which, pursuant to
this Agreement, is mined as quantified in Exhibit D.

      "Work" shall mean all or any portion of the Labor, services or materials
required to be performed or furnished by Contractor pursuant to this Agreement.

                                   ARTICLE 2.

                               INTENT OF AGREEMENT

      It is the intent of this Agreement and the Contract Documents to
completely describe the Work and the roles and responsibilities of the parties
with respect to the Work and each other.

                                   ARTICLE 3.

                                  SCOPE OF WORK

      3.1   CONTRACTOR'S FACILITIES

      Contractor shall provide maintenance facilities for the Equipment and for
the operation of the Mine. Work and facilities that are the responsibility of
Contractor consist of the following:

                                      -4-
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   -  Mining area grading and Site preparation,

   -  Erection of Contractor's shop and office,

   -  Utility tie-ins,

   -  Construction of warehousing and storage areas,

   -  Construction of fueling and lubrication facilities, exclusive of diesel
      fuel storage tanks, and

   -  Construction of a water distribution system for the Mine from Owner's
      water storage tanks, exclusive of the water storage tanks.

The Equipment maintenance and lubrication facilities shall have an impermeable
surface to prevent fuels, lubricants, chemicals, and contaminated water from
entering the soil.

      3.2   PRE-PRODUCTION PERIOD AND MINE DEVELOPMENT

      Owner shall provide a pre-production Mining sequence to Contractor.

      The Pre-Production Period shall commence with pre-stripping of Waste, and
construction of the Haul Road, as described in Section 3.3 and shall continue
for approximately nine (9) months thereafter. During the Pre-Production Period,
Contractor shall perform all pioneering Work necessary to bring Equipment to the
top of the pit wall and begin the cut required for pit development. Contractor
shall be responsible to insure that material loosened by its machinery and
blasting on the crest and slopes of the hills above the town of Cerro de San
Pedro will be contained so as to not roll into the town of Cerro de San Pedro.

      3.3   HAUL ROAD

      Contractor shall construct a haul road from the Mine to the leach pad area
(the "Haul Road") during the Pre-Production Period to accommodate the Mine haul
trucks hauling Ore to the heap leach area. Construction of the Haul Road
includes placement of Mine Waste fill, drilling, blasting, and ripping of cut
material, dozing or loading/hauling and placement of cut material, cutting of
ditches and placement of safety berms along the Haul Road, and final capping and
grading of the Haul Road. The Haul Road will be constructed following an
alignment that has been developed by Owner and Contractor at a width and grade
to allow for safe use by the Mine haul trucks. Contractor shall not be
responsible for the design and construction of the San Pedro River and Cerro de
San Pedro road crossings, which will be designed and constructed by Other
Contractors; provided, that Contractor shall provide random fill for the
construction of such crossings. Contractor shall construct the Haul Road for a
lump-sum price as described in Section 8.6.

                                      -5-
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      3.4   MINING

      Contractor shall perform Mining in accordance with the terms and
conditions set forth in this Agreement. Without restricting the generality of
the foregoing, Mining, includes, but is not limited to:

            3.4.1 Mobilization

            Mobilization and establishment of Labor and Equipment on Site, and
            the demobilization and disestablishment of same.

            3.4.2 Clearing and Grubbing

            Clearing and grubbing of Contractor's area, pit, stockpile, and
            Waste dump areas and all other areas required for execution of the
            Work; stripping of topsoil and placing in stockpiles as directed by
            Owner.

            3.4.3 Topsoil Stockpiles

            Establishment and maintenance of topsoil stockpiles, and Waste dump
            areas in accordance with Owner's requirements. Plant material shall
            be stockpiled for use of the local population or for future
            reclamation activities.

            3.4.4 Road Construction and Maintenance

            Construction, maintenance and dust suppression of access, haul and
            other roads, including temporary ramps, all Work areas on the
            Property and roads as directed by Owner and as reasonably
            anticipated by the Development Plan and Specifications. In all
            construction Work involving fill material, Contractor shall maintain
            existing drainage, or provide alternate drainage paths or runoff
            control for surface water from precipitation.

            Contractor shall be responsible for grading and maintaining berms on
            roads and waste dumps. Salts, such as magnesium chloride, or other
            surface treatments shall be provided by Owner (or Contractor at
            Owner's expense) and shall be used on the roads to minimize water
            consumption in dust control.

            3.4.5 Drilling and Blasting

            Drilling and blasting of Waste and Ore material in accordance with
            Exhibit D; Contractor shall maintain a size distribution in the
            blasted Ore material suitable for gold extraction through the heap
            leach process. Contractor shall provide adequate and safe access to
            Owner's personnel for purposes of sampling the drill cuttings to
            determine optimal Ore / Waste boundaries.

                                      -6-
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            Due to the proximity of the Mine to the town of Cerro de San Pedro
            and to the historic church of San Pedro Apostol, Contractor shall
            coordinate closely with Owner to carefully monitor blasting. Crushed
            stone for stemming shall be used, if required, to minimize fly-rock,
            and to improve fragmentation of the Ore material.

            To enhance the performance of the heap leach process, the size
            distribution of Ore material shall have a maximum dimension of 900
            mm.

            Peak particle velocity at the church shall be limited to 0.5 ft/sec,
            (which is the UNITED STATES BUREAU OF MINES standard for old
            construction). Monitor points, installed and monitored by Owner,
            shall include the dome and corners of the foundation of the San
            Pedro Apostol church, as well as strategic points to be determined
            by Owner within the town of Cerro de San Pedro. This may require the
            use of decking and/or smaller holes in the area close to the town.
            Exact blasting parameters to be followed by Contractor will be based
            on test blasting and/or initial operating experience.

            3.4.6 Waste Mining

            Excavating, loading, hauling and dumping Waste from the Mine, in
            accordance with the Mine Schedule issued by Owner and attached
            hereto as Exhibit D. Waste material shall be loaded as per the
            Owner's Ore/Waste instructions. The Waste shall be transported to
            the dump area designated by Owner.

            Contractor shall maintain dumps in a safe manner including but not
            limited to providing for:

                  - Safety berms,

                  - Adequate lighting for night operation,

                  - Face height and crest shape,

                  - Final reclamation slope requirements near dump limits,

                  - Encapsulation of potential acid generating material
                    containing sulfides as identified by Owner, and

                  - Surface drainage to minimize rain water entering the dump.

            3.4.7 Ore Mining

            Excavating, loading, hauling and leach pad placement of Ore material
            shall be loaded as directed by Owner's Ore/Waste selection. The Ore
            shall be transported to the leach pad area and stacked in accordance
            with Owner's pad loading plan. Contractor shall observe traffic
            patterns on the heap to limit compaction of the Ore, and shall
            perform a dozing and ripping program to insure permeability of the
            Ore prior to irrigating with leach solution.

                                      -7-
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            3.4.8 Reclamation

            Demolition and reclamation of Contractor's maintenance facilities
            shall be considered part of the Contractor's demobilization cost.
            Reclamation of dumps, roads and cleared areas as required by Owner
            shall be negotiated separately and is not part of the scope of Work
            defined in this Agreement.

            3.4.9 Pit dewatering

            Pit dewatering including pumping or other diversion of surface water
            and rain run-off water to a location designated by Owner. Any
            dewatering of underground water or construction of sediment control
            structures which may be required under this Agreement shall be the
            responsibility of Owner or shall be performed by Contractor as Other
            Work, according to Owner's direction. Contractor shall maintain
            drainage control around the pit to minimize runoff that enters the
            pit and erosion of areas around the pit.

      3.5   PRODUCTION SCHEDULE AND MINING

      The Mine Schedule shall be determined by Owner and incorporated into this
Agreement as Exhibit D, and shall be updated as production experience and
geology indicate. Standby time shall be paid by Owner to Contractor at the
applicable rates set forth in Exhibit G as such rates may be amended from time
to time by Contractor after discussions with Owner.

      At Owner's discretion, specific Work to be performed according to the
Mining Schedule may be changed for the week or month as long as the product of
the quantities multiplied by haul distances of production remains within 10% of
the monthly schedule or 5% of the quarterly schedule as set forth in Exhibit D.

      3.6   OTHER WORK

      From time to time during the Contract Term, Owner may have other
miscellaneous Work requirements for which it shall request the services of
Contractor. Contractor shall exercise all reasonable efforts to comply with such
requests. Such Other Work shall be conducted only at the written direction of
Owner, and shall be paid for in accordance with the hourly rate calculations
established in Exhibit C, unless agreed otherwise in a written Change Order
signed by Owner and Contractor;

      3.7   REPORTING

      Contractor shall provide Owner with timely production reports on a weekly,
monthly, and annual basis as agreed by Owner and Contractor. The reporting of
production shall include, but is not limited to:

   - Locations of loading equipment by bench designation,

   - Truck counts for all material moved by bench and destination, and truck
     load factor used,

                                      -8-
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   - Number of drill holes drilled, loaded with explosive and shot,

   - Quantity of explosive used and number of holes using decked charges,

   - Safety violations and incident or accident investigations and the results
     thereof,

   - Fuel consumption and hours operated for each piece of Equipment, and

   - Electric power consumption.

      3.8   MEETINGS

      Contractor's Representative and Owner's Representative shall meet as
reasonably required to review Contractor's progress of Work and to outline
daily, monthly, and annual activities required to implement the Work.

      3.9   INSPECTION

      Contractor shall inspect the Property and workings thereon and shall take
all action reasonably necessary to inform itself as to the character of all
conditions, favorable and unfavorable, to the performance of the Work prior to
commencement of performance, including complying with applicable laws,
regulations, ordinances, permits and licenses.

      3.10  CONCEALED OR UNKNOWN CONDITIONS

      In the event Contractor encounters conditions on the Property which are
(a) subsurface or otherwise concealed physical conditions of a nature which
differ materially from those ordinarily found to exist and generally recognized
as inherent in Mining activities of the character provided for in the Contract
Documents or (b) unknown physical conditions of an unusual nature, and not
generally recognized as inherent in Mining activities of the character provided
for in the Contract Documents, Contractor shall promptly inform Owner of such
conditions before such conditions are disturbed and in no event later than seven
(7) days after the first observance of the conditions. Owner shall promptly
investigate such conditions and, if they differ materially from those ordinarily
encountered and cause an increase or decrease in Contractor's cost of, or time
required for, performance of any part of the Work, Owner shall recommend an
equitable adjustment in the Mine Schedule, Contract Price and/or Contract Term,
as applicable. If Owner determines that the conditions at the Property are not
materially different from those indicated in the Agreement or are generally
recognized as inherent in Mining activities of the character provided for in the
Contract Documents, and that no change in the terms of the Agreement is
justified, Owner shall so notify Contractor in writing, stating the reasons.
Claims by Contractor in opposition to such determination must be made within
twenty-one (21) days after Owner has given such notice of the decision.

      The existence of prior underground workings within the pit area is known,
including the area of the Gran Hundido. Maps of the workings to the extent known
to Owner are attached as Exhibit E.

                                      -9-
<PAGE>

                                   ARTICLE 4.

                          CONTRACTOR'S RESPONSIBILITIES

      4.1   SUPERVISION AND DIRECTION

      Contractor shall supervise and direct all Work and shall ensure that the
Work is conducted in accordance with the standard of care described in Section
6.1.1. Contractor shall be solely responsible for the means, methods,
techniques, sequences and procedures of the Work and for coordinating all
aspects of the Work to meet Owner's objectives, including without limitation the
objectives of Mining the Property for the production and segregation of Ore and
Waste. Contractor shall be responsible for ensuring that all Work complies fully
with the requirements of this Agreement. Notwithstanding the foregoing, Owner
shall have the right to provide overall planning, oversight and direction for
the Work to be performed pursuant to this Agreement.

      4.2   USE OF LOCAL RESOURCES

      Contractor shall make commercially reasonable efforts in compliance with
permit requirements to use local resources (materials and Labor) in performance
of the Work. Contractor shall maximize the number of Mexican citizens in
management and supervisory roles, and endeavor to use all national staff for the
operating, maintenance and labor force. Contractor shall use commercially
reasonable efforts to maximize the use of local materials and suppliers.

      4.3   PERMIT CONDITIONS

      Contractor shall comply with all licensing and permitting requirements
necessary to perform the Work as required by this Agreement. Contractor is
responsible for fully informing itself of all local and federal Mexican laws,
regulations, taxes, permit requirements, etc., applicable to the Work, including
but not limited to those conditions set forth in three letters from the
Secretaria de Medio Ambiente, Recursos Naturales (SEMARNAT) dated February 26,
1999, September 3, 2001, and April 2, 2002 respectively, attached hereto as
Exhibit K.

      4.4   DRILLED AND BLASTED INVENTORY

      Contractor shall, as soon as Mine development permits, maintain an in-pit
inventory of broken material, as required for flexibility to meet the Mine
Schedule production requirements. Contractor shall maintain a broken in-pit
reserve of Ore and Waste as reasonably determined by Owner to maximize the
efficiency of short term planning and to avoid production delays.

      4.5   PERFORMANCE OF WORK

      Contractor shall perform the Work according to the professional standard
of care and performance set forth in Section 6.1.1, using qualified Labor, and
in accordance with Owner's directions. In addition, Contractor shall conform the
Work to the Agreement and to any

                                      -10-
<PAGE>

applicable orders or regulations of any lawful body having the right to require
that the Work be performed in the manner specified by such body.

      Contractor shall promptly notify Owner, in writing, of any facts or
conditions which would affect the Contractor's ability to maintain the Mine
Schedule, to meet the stipulated completion dates, or to meet the required
production levels. If Contractor fails to maintain the progress necessary for
the completion of the phase or activity and/or the production levels required by
the Mine Schedule, except as limited by Article 13 (Force Majeure), Owner shall
have all rights and remedies provided by this Agreement including those set
forth in Paragraph 12.2 (Termination by Owner). In addition, Owner shall be
entitled to order Contractor to take such actions, at the Contractor's expense,
including supplying additional Labor, working additional hours or furnishing
additional Equipment as Owner deems necessary to regain and thereafter maintain
the progress required by the Mine Schedule.

      4.6   UNDERGROUND VOIDS

      Contractor shall use Ground Penetrating Radar, extended blast holes, or
other similar techniques to supplement the existing mapping of currently known
underground works. Safe operation, blasting practice, and production accounting
will require the best possible information on the existence of void spaces in
the rock mass.

      4.7   SECURITY FOR CONTRACTOR'S PROPERTY

      Notwithstanding Owner's obligation to provide perimeter and general Site
security pursuant to Section 5.13, Contractor shall be responsible for
protection within the Site of Contractor's Equipment and facilities under its
control, and the active Work areas under the Contractor's control.

      4.8   LABOR, MATERIALS AND EQUIPMENT

      Contractor shall furnish materials, Equipment, Labor, transportation, and
machinery, tools, appliances, lubricants, maintenance and office facilities,
compressed air and field sanitary facilities and other facilities, and
incidentals necessary for the completion of the Work. Owner shall supply water,
power, fuel, fuel tanks, water tanks, telephones and radio repeater access to
Contractor facilities, which shall be located in a location specified by Owner
and agreed to by Contractor. Contractor shall supply mine radios, bear charges
for telephone use and provide any other facilities it deems necessary to
complete its obligations under this Agreement. Contractor shall be responsible
for protection of, policing of, and quality control of Contractor's materials.

      Contractor shall employ sufficient Labor to ensure that the Work is fully,
properly and timely performed in accordance with the terms and conditions of
this Agreement. Labor shall have adequate training, skill and experience to
perform the Work assigned to them. Labor engaged in special or skilled Work
shall have sufficient experience with such Work and the operation of Equipment
associated therewith.

                                      -11-
<PAGE>

      Contractor shall cause all persons performing Labor for Contractor to
adhere to the safety and conduct rules of Contractor and Owner at the Site and
shall immediately remove from the Site any person employed by Contractor or any
Subcontractor who Contractor determines to be incompetent, disorderly or
intemperate, who violates safety rules or who interferes in any way with the
operations of Owner or Other Contractors on the Site and all such persons shall
be denied further admission to the Site. Upon Owner's written request,
Contractor shall immediately remove from the Site, any superintendent, assistant
or workman who for any due cause is unsatisfactory to Owner and such removal has
been discussed with Contractor. Owner shall not be liable for any costs incurred
by Contractor resulting from such removal including any indemnity or
compensation or replacement cost.

      4.9   MINE SCHEDULE

      Contractor shall perform the Work under this Agreement producing
quantities consistent with the Mine Schedule attached hereto as Exhibit D. If
Contractor falls behind such Mine Schedule for any reason other than a
suspension of Work as described in Article 12 or an event of Force Majeure, then
Contractor must, at no additional cost to Owner, take additional steps to
improve its progress, including bringing in additional Labor and Equipment to
recover Mine Schedule. Contractor shall be deemed to be behind Mine Schedule if,
in any month of any Contract Year, it has excavated, loaded, hauled and dumped
pro rata less than ninety percent (90%), or if in any quarter, it has excavated,
loaded, hauled and dumped pro rata less than ninety five percent (95%) of the
Ore and Waste stipulated in Exhibit D to be excavated, loaded, hauled and
dumped, unless directed to deviate from the Mine Schedule by the Owner. If
Contractor persistently fails to take additional steps to recover the Mine
Schedule, Owner may withhold monthly payments (other than Equipment Lease
Payments) until Contractor achieves recovery of the Mine Schedule or achieves
what the parties agree upon as a reasonably achievable recovery of the Mine
Schedule. Contractor shall be deemed to have persistently failed to recover the
Mine Schedule if at the end of a calendar month or quarter, as applicable, the
Mine Schedule has not been met and Contractor has failed to meet the 90% monthly
minimum stated above in this Section in any three or more of the immediately
preceding twelve months or has failed to meet the quarterly 95% minimum in any
two or more of the immediately preceding eight quarters.

      4.10  PERMITS; EASEMENTS AND AUTHORIZATIONS

      Contractor shall obtain those governmental permits, licenses, contracts
and authorizations necessary to perform the Work, except those which (a) have
been obtained by Owner prior to the execution of this Agreement and/or (b) Owner
is obligated by law to obtain, such as the mining permit. The parties shall
cooperate with each other to obtain permits, licenses, easements, rights of
ways, contracts and authorizations to complete the Work.

      4.11  LAWS AND REGULATIONS

      Contractor shall give such notices and comply with those laws, ordinances,
rules, regulations and court or governmental orders applicable to the Work.

                                      -12-
<PAGE>

      4.12  TAXES AND PAYROLL

      Contractor shall pay salaries and wages, including fringe benefits,
subsistence and other benefits required by law or applicable collective
bargaining agreements for Work performed by its employees. Contractor shall
deduct or withhold from such wages and salaries where required and pay
contributions and taxes due under income tax laws, insurance contributions,
unemployment compensation and other similar statutes, ordinances or regulations.
Contractor shall pay personal property taxes applicable to its Work and
Equipment. Contractor shall communicate with Owner regarding general information
as to prevailing wages and salary rates for workers in the vicinity of the
Project so as to facilitate Owner's and Contractor's ability to maintain stable
work forces. Contractor is not required to disclose specific cost data regarding
its employees.

      4.13  USE OF PREMISES

      Contractor shall confine all Equipment, the storage of materials and
Equipment, and the activities of Labor to the Property or such other areas
permitted by law, ordinances, permits or this Agreement.

      During progress of the Work, Contractor shall keep its facilities
maintained in a clean, safe and orderly condition and the Property free from
accumulations of waste materials, rubbish and other debris resulting from the
Work. Contractor shall ensure that the facilities, buildings and Work areas for
which Contractor is responsible are maintained according to standard industry
conditions. Refuse disposal areas shall be designated by Owner. Refuse left by
Contractor in other areas may be cleaned up by Owner at Contractor's cost
following forty-eight (48) hours notice given to Contractor by Owner. Toxic and
hazardous materials generated by Contractor from materials brought onto the Site
by Contractor in connection with the Work shall not be disposed of on the
Property but shall be removed by Contractor to a government authorized disposal
site.

      Upon termination or expiration of this Agreement, Contractor shall remove
its waste materials, rubbish and debris from and about the Property as well as
its tools, appliances, Equipment and machinery, and surplus materials, and shall
leave the Site ready for occupancy by Owner. Contractor shall have six (6)
months to remove its Equipment and materials from the Property. Upon termination
or expiration of this Agreement, Contractor shall remove its Labor from the
Property and shall deliver possession thereof to Owner.

      4.14  OWNERSHIP OF INFORMATION, DATA, MATERIALS, ETC.

      All information and data obtained during the performance of the Work shall
be the sole and exclusive property of Owner, with the exception of Contractor's
cost related information. Owner shall also have exclusive ownership of all
material on the Property, including but not limited to the following: rocks,
ores or mineral specimens; materials purchased for Site construction; any and
all fixtures, improvements, buildings or facilities existing on or affixed to
the Property; and all other items of personal property and equipment other than
the Equipment, buildings, facilities and materials owned by Contractor or its
Subcontractors and brought onto

                                      -13-
<PAGE>

the Property by Contractor or its Subcontractors to complete the Work. Removal
by Contractor of any such or similar property of Owner, without Owner's prior
written consent, is strictly prohibited.

      4.15  PAYMENT OF SUBCONTRACTORS AND SUPPLIERS - LIENS AGAINST OWNER

      Contractor shall promptly pay for Labor and materials supplied to it in
conjunction with its performance of the Work. Contractor shall keep Owner's
title to the Property and workings, equipment improvements, facilities, fixtures
and appurtenances to or on the Property free and clear of all liens and
encumbrances whatsoever that may arise by or through Contractor's or its
Subcontractors' performance of the Work. In the event that any lien or
encumbrance is filed against the Property prior to payment of all compensation
due to Contractor under this Agreement, and if such lien or encumbrance is not
paid, bonded around or discharged by Contractor, Owner may, but is not obligated
to, pay or discharge such liens and encumbrances from any funds retained by
Owner which are due to Contractor. To the extent that such retained funds are
insufficient to cover the costs associated with discharging any liens or
encumbrances Owner may, but shall not be obligated to, pay or discharge any
liens or encumbrances from its own funds and shall have a claim against
Contractor for such amounts and Contractor shall be obligated to reimburse Owner
therefor. The provisions of this paragraph shall survive any termination or
expiration of this Agreement notwithstanding any payment or settlement between
the parties unless such settlement is in writing and such writing explicitly
refers to this paragraph.

      4.16  ENVIRONMENTAL REQUIREMENTS

      Contractor shall comply with applicable health, safety, and environmental
protection regulations associated with the Work.

      Owner acknowledges that in Owner's processing operations, Contractor has
no discretion or control under this Agreement regarding the release,
transportation, storage, remediation or disposal of any Materials of
Environmental Concern (as defined below), and that Contractor has no authority
to make decisions or implement actions or mechanisms to prevent and abate damage
caused by disposal, transportation, storage, remediation and release of those
Materials of Environmental Concern. Owner shall indemnify, defend at Owner's
cost and hold Contractor and its affiliates harmless from any and all liability
associated with the release, transportation, storage, remediation or disposal of
Materials of Environmental Concern except insofar as such liability is
determined to have been caused by the negligence or intentional misconduct of
Contractor.

      Owner shall remain solely responsible and indemnify Contractor for, and
Contractor shall not assume any responsibility for and shall in no event be
liable for, (a) the environmental condition of the Property on or prior to the
Effective Date of this Agreement, (b) any Materials of Environmental Concern
which have arisen on or prior to the Effective Date or hereafter arise from, or
are otherwise related to, activities or operations of whatever nature presently
or formerly conducted on or about the Property by Owner or third parties (other
than Contractor or its Subcontractors), or (c) liability arising under any
regulations, law, ordinance, rule, order or

                                      -14-
<PAGE>

guidance documents now in effect or later enacted or issued and pertaining to
such activities or operations.

      Contractor shall be fully responsible for unauthorized releases or
discharges or improper handling of petroleum, oil, fuel that is placed in
Contractor's control, solvents and other Materials of Environmental Concern
generated by Contractor or brought onto the Site by Contractor for use in
connection with its Equipment or in the performance of the Work, or hazardous or
toxic waste therefrom.

      For purposes of this Section, "Materials of Environmental Concern" shall
mean (a) those substances included within the statutory and/or regulatory
definitions of "hazardous substance," "hazardous waste," "extremely hazardous
substance," "regulated substance," "hazardous materials," or "toxic substances,"
under any applicable federal, state or local law, rule or regulations pertaining
to the protection of the environment as such regulations are updated and amended
from time to time; (b) any material, waste or substance which is (i) petroleum,
oil or a component thereof, (ii) any chemical, chemical released from the rock,
or chemically-treated residue, (iii) explosives, (iv) radioactive materials
(including naturally occurring radioactive materials), or (v) solid wastes that
pose imminent and substantial endangerment to human health and safety or the
environment; and (c) other substances, materials or wastes that are or become
classified or regulated as hazardous or toxic under any applicable federal,
state or local law, rule or regulation.

      4.17  EXPLOSIVES

      Contractor shall utilize explosives in compliance with applicable permits
and other applicable laws and regulations and under the terms of an explosives
license held by Owner.

      4.18  RETENTION AND MODIFICATION OF CONTRACT DOCUMENTS

      Contractor shall keep one record copy of all Specifications, Drawings, and
of all addenda and modifications thereto, in good order and annotated to show
all changes made during the Contract Term. These documents shall be available to
Owner for examination and copying and shall be delivered to Owner upon
expiration or termination of this Agreement. No changes to this Agreement or to
any of the documents referenced in this Section shall be effective unless in
writing and executed by both Owner and Contractor.

      4.19  SAFETY AND PROTECTION

      Prior to commencement of the Work, Contractor shall prepare and submit to
Owner for its approval a written safety plan conforming with applicable
regulatory requirements, consistent with Owner's safety policies and procedures
at the Site (to be provided by Owner and reviewed by Contractor prior to
mobilization), and setting forth key performance indicators, safety procedures
and policies and reporting and administrative systems. Owner shall have the
right, at any time and from time-to-time, to reasonably change, alter, modify,
or reject Contractor's safety plan. Contractor shall comply with the written
directives of Owner concerning safety or, if

                                      -15-
<PAGE>

Contractor deems compliance with such directives unreasonable or unachievable by
Contractor, Contractor shall promptly notify Owner in writing. Owner may stop
the Work at any time to address safety issues or when Owner deems that
Contractor is not in compliance with its safety plan or with state and/or
federal safety requirements. Contractor shall initiate, maintain, and supervise
the safety program at the Mine. All expenses relating to safety in connection
with the Work shall be borne by Contractor. Contractor shall be responsible for
initiating, maintaining and supervising all safety precautions and programs in
connection with the Work, including barricades, warning lights, and signs.

      Contractor shall comply with applicable laws, ordinances, rules,
regulations and orders of any public body having jurisdiction over the Work and
shall establish, supervise and maintain all necessary precautionary programs for
such safety. Contractor shall train, furnish, require and assure that all Labor
follow safe work practices.

      Contractor acknowledges that the Work is to be done in an existing mining
area, and that adequate precautions shall be required. Contractor shall use
Ground Penetrating Radar, extended blast holes, or other similar techniques to
supplement the existing mapping of currently known underground works. This
information shall be coordinated with Owner's survey control, and shall be
provided to Owner for use in mined quantity calculations and to provide improved
planning abilities.

      Contractor, at Contractor's cost, shall provide Contractor's Labor with
any necessary special personal protection specific to the Work. Contractor shall
install and maintain all necessary guards on machines, lockouts, and any other
device(s) required by law, permit, or Owner's safety policy to help ensure
worker, environmental, and public safety.

      Contractor shall designate a responsible member of its organization on the
Property whose duty shall be the prevention of accidents and compliance with all
safety requirements. This person shall be competent and experienced in such
matters and shall be the Project Manager unless otherwise designated in writing
by Contractor to Owner.

      4.20  EMERGENCIES

      In the event of an emergency which affects the safety or protection of
persons on the premises, or Work located on the Property or adjacent thereto, in
which Contractor has the ability to respond, Contractor shall be authorized to
act to prevent threatened damage, injury or loss, without special instruction or
authorization from Owner. Contractor shall give Owner prompt written notice of
any significant deviations in the Work from or to this Agreement caused thereby.
Contractor shall immediately notify Owner of any unsafe conditions encountered
or of which it becomes aware and shall take reasonable actions to protect its
Equipment and personnel from such conditions pending action by the Owner to
remedy the condition.

                                      -16-
<PAGE>

      4.21  PROJECT MANAGER

      Contractor shall employ at all times during the provision of the Work and
keep at the Work Site, a competent and experienced resident Project Manager. The
Project Manager shall be approved by Owner, and shall not be replaced without
the Owner's approval. Owner may, from time to time and within reason, request in
writing that Contractor replace the Project Manager and Contractor shall attempt
to promptly comply with Owner's request. Unless otherwise designated, the
Project Manager shall be Contractor's Representative at the Site and shall have
full authority to act on behalf of Contractor regarding administration of this
Agreement. All communications given to the Project Manager by Owner shall be
deemed to have been given to Contractor.

      Contractor shall also provide adequate supervisory personnel to assist the
Project Manager in the performance of the Project Manager's duties.

      4.22  SURVEY MONUMENTS

      Contractor shall protect and preserve the existing reference points and
shall make no changes or relocations of such reference points without the prior
written approval of Owner. Contractor shall reimburse Owner's cost for monuments
destroyed by Contractor's negligence or willful misconduct.

                                   ARTICLE 5.

                            OWNER'S RESPONSIBILITIES

      5.1   FURNISHING DATA

      Owner shall promptly furnish the data required of Owner under the terms of
this Agreement, including but not limited to, the Mine Schedule planning maps,
topographic data, production schedules, location of existing workings and
infrastructure, and Ore/Waste delineation.

      5.2   PERMITS

      Unless otherwise agreed to in writing, Owner shall obtain all necessary
environmental and other permits, licenses, easements, authorizations and any
rights-of-way from the appropriate private or governmental parties for the
Project.

      Owner shall use commercially reasonable efforts to obtain such permits,
licenses, easements, authorizations, rights-of-way, approvals and, in the event
of any significant delays, shall keep Contractor apprised of all material
developments during the approval process and, to the extent they can reasonably
be obtained, shall provide Contractor with the necessary temporary permits,
licenses, easements, authorization, rights-of-way and approvals for the
performance of Work.

                                      -17-
<PAGE>

      5.3   EXPLOSIVES

      Owner shall obtain a license to procure and utilize and, as operations
warrant, store explosives, and shall permit Contractor to operate under the
terms of the license.

      5.4   PAYMENTS

      Owner shall make payments to Contractor pursuant to Articles 8 and 9 of
this Agreement.

      5.5   AVAILABILITY OF PROPERTY

      Owner shall furnish the Property upon which the Work is to be performed
and provide all easements and rights-of-way for access thereto, and to such
other lands designated for the use by Contractor.

      5.6   REFERENCE POINTS

      Owner shall provide all engineering surveys necessary to establish
reference points to enable Contractor to proceed with the Work.

      5.7   AERIAL SURVEY

      Owner shall conduct an aerial baseline topographical survey or shall
supply a reasonably current existing survey prior to Contractor commencing the
Work.

      5.8   SURVEYING AND MAPPING OF THE WORK

      Owner shall provide survey control of the Work including crests, toes,
leach pads, and Waste dumps. The control of crests and toes shall be used to
reconcile monthly payments to the Contractor. Control of pits and dumps shall be
provided on planning maps to accurately communicate production objectives.
Annual audits by an independent licensed surveyor, approved by both Owner and
Contractor shall be performed to resolve any differences in the accounts.

      Surveying of known and safely accessible underground voids shall be
provided by Owner to Contractor.

      5.9   ASSAYING AND ORE CONTROL

      Owner shall collect and assay samples from the blast holes to use for
creating dig limits for Ore and Waste. After commissioning of Owner's on-site
assay laboratory, the assay results shall be available within forty-eight (48)
hours of sample collection. These limits shall be provided in the weekly Mine
plan maps as well as flagged and taped in the Mine. Contractor shall follow
these limits closely to maximize the value of the Ore delivered to the leach
pads.

                                      -18-
<PAGE>

Payment for Ore and Waste shall be determined by the intersection of these
lines with the surveyed pit advance.

      5.10  MINE PLANNING

      Owner shall provide Contractor with weekly, monthly and annual plan maps
and production tables. Plans shall contain the best available information
concerning planned and realized pit advance, Ore and Waste boundaries, and
special conditions to be encountered.

      5.11  UTILITIES AND FUEL

      Owner shall provide water, electricity, and access to telephone services
to a location on the Site designated by Owner and agreed to by Contractor. Owner
shall provide the Contractor with diesel fuel for Contractor's Equipment.
Contractor shall provide Owner an itemized list of Equipment it intends to use
at the Site.

      5.12  OWNER'S REPRESENTATIVE

      Owner shall be represented at the Mine by Owner's Representative. The
duties, responsibilities and the limitations of authority of Owner's
Representative during Mining operations are set forth in this Agreement and
shall not be enlarged without the prior written consent of Owner. Absent express
written notice changing the Owner's Representative, Owner's mine manager at the
Mine shall be the Owner's Representative under this Agreement.

      Owner's Representative shall have authority to reject Work that is
Defective. Owner's Representative shall not be responsible for Contractor's
means, methods, techniques, sequences, procedures, or the safety precautions and
programs incident thereto, and shall not be responsible for Contractor's failure
to perform the Work in accordance with this Agreement. Owner's Representative
shall not be responsible for the acts or omissions of Contractor, any
Subcontractors, or the agents or employees of Contractor or Subcontractor, or
any other persons at the Mine or otherwise performing any of the Work.

      5.13  SECURITY FOR THE PROPERTY

      Perimeter and general Site security, including necessary fencing,
monitors, communications, and guards as necessary, shall be provided by Owner.

                                   ARTICLE 6.

                                   WARRANTIES

      6.1   CONTRACTOR'S WARRANTY

      Contractor warrants as follows with respect to performance of the Work:

                                      -19-
<PAGE>

            6.1.1 Workmanship.

            All Work shall be executed by Contractor in accordance with the
            terms and provisions of this Agreement and with that degree of
            efficiency, care and skill ordinarily exercised by members of the
            mining profession performing the same or similar work at comparable
            sites in accordance with good mining practices.

            6.1.2 Labor.

            Contractor's professional and hourly Labor shall have proper
            qualifications for the Work assigned to them hereunder and their
            services shall conform to the standard of care and performance
            described in Section 6.1.1.

            6.1.3 Other.

            All of the Work shall be completed by Contractor in accordance with
            the Specifications, Drawings and Contract Documents at the prices,
            rates and markups contained herein, and in compliance with all
            applicable health, safety and environmental laws, rules,
            regulations, decrees and orders described herein as well as all
            rules, guidelines and procedures of Owner relating thereto.

      6.2   NOTICE BY OWNER

      Owner shall give Contractor written notice of all Defective Work within
one working day after Owner's discovery thereof.

      6.3   ACCESS TO WORK

      Owner's Representative, Owner's agents, other representatives of Owner,
testing agencies and governmental agencies with jurisdictional interests in the
Mine and Property shall have access to the Work at all reasonable times for
their observation, inspection and testing. Contractor shall provide proper and
safe conditions for such access.

      If the Specifications, Owner's instructions, laws, ordinances, or any
public authority require any Work to be specially tested or approved, Contractor
shall give Owner timely notice of its readiness for inspection, and if the
inspection is by an authority other than Owner, of the date fixed for such
inspection. Inspections by Owner shall be made promptly, and where practicable
at the Work Site. If Contractor conceals any part of the Work without approval
or consent of Owner and which Contractor had been notified will be tested, the
Work must, if required by Owner, be uncovered for examination and properly
restored at Contractor's expense, unless Owner has unreasonably delayed
inspection.

                                      -20-
<PAGE>

      6.4   OWNER MAY STOP THE WORK

      If at any time Owner determines that the Work being performed is
Defective, Owner may order Contractor to stop the Work until Contractor remedies
the Defective Work or supplies sufficient skilled Labor or suitable materials or
equipment to remove or correct the Work.

      6.5   CORRECTION OR REMOVAL OF DEFECTIVE WORK

      If required by Owner, Contractor shall promptly and without additional
cost to Owner correct or remove any Defective Work. Defective Work that Owner
requires to be removed from the Site shall be removed by Contractor as soon as
practical after written demand from Owner's Representative, taking into
consideration the applicable Mine development and production schedules, and
shall be replaced and re-executed or repaired promptly in accordance with the
requirements of this Agreement at Contractor's expense. Such Defective Work
shall be corrected or removed promptly and diligently. Contractor shall bear the
expense of making good all work of Other Contractors destroyed or damaged by
such correction or removal.

      6.6   ACCEPTANCE OF DEFECTIVE WORK

      If, instead of requiring Contractor to correct or remove Defective Work,
Owner prefers to accept it, Owner may (but shall not be obligated to) accept
Defective Work by giving Contractor written notice and charging Contractor for
the amount by which the value of the Contractor's Work has been reduced.

      6.7   OWNER MAY CORRECT DEFECTIVE WORK

      If Contractor fails, after written notice by Owner, within a reasonable
time to proceed to correct or remove Defective Work, Owner may, after ten (10)
days' written notice to Contractor, correct and remove any such Defective Work
itself or engage another party to do so, without regard to whether the cost of
correction by or on behalf of Owner is greater or less than the cost for
Contractor to correct or replace the Defective Work. Contractor shall allow
Owner, Owner's Representatives, agents, and employees such access to the
Property as may be necessary to enable Owner to exercise its rights under this
Section. All reasonable direct costs to Owner in exercising such rights shall be
paid and reimbursed by Contractor and Owner shall have the right to set off any
such amounts against amounts that Owner might otherwise be or become obligated
to pay to Contractor.

      6.8   EXCLUSIVE REMEDY FOR DEFECTIVE WORK

      The warranties set forth in this Article 6 are exclusive, and in lieu of
any and all other warranties relating to the standards of performance or quality
of the Work, whether statutory, express or implied, and Contractor disclaims any
such other warranties, including but not limited to any and all warranties of
merchantability and/or fitness for a particular purpose and any and all
warranties arising from course of dealing and/or usage of trade. Any other
statements of fact or descriptions expressed in this Agreement shall not be
deemed to constitute a warranty of the nature or quality of the Work or any part
thereof. The remedies provided for in this Article 6

                                      -21-
<PAGE>

shall constitute complete fulfillment of, and Owner's exclusive remedy for, all
the liabilities or responsibilities of Contractor to Owner for such Defective
Work, whether the claims of Owner are based in contract, tort (including
negligence and strict liability), delay, warranty, indemnity, error and omission
or otherwise; provided that the remedies specified in this Section shall not be
construed to establish any limitation with respect to any obligations or
liabilities of the Contractor set forth elsewhere in this Contract as to matter
other than Defective Work.

                                   ARTICLE 7.

                                  CONTRACT TERM

      The term of this Agreement (the "Contract Term") shall commence on the
Effective Date and, subject to prior termination as hereinafter provided, shall
end as set forth in Exhibit D.

                                   ARTICLE 8.

                                 CONTRACT PRICE

      8.1   TARGET BUDGET

      Unadjusted compensation to Contractor for performance of the Work shall be
based upon the quantities of Ore and Waste excavated and the target budget,
which is attached hereto as Exhibit A (the "Target Budget"). The process
described in Section 8.4 shall be used to revise Exhibit A each year prior to
the start of the Work in the subsequent year.

      8.2   ACTUAL COMPENSATION

      Contractor's "Actual Compensation" shall be the actual direct cost
incurred in the performance of the Work and a Fee as further described below:

            8.2.1 Cost of Work. Contractor shall be reimbursed the actual direct
cost incurred in performance of the Work, based on the following factors:

                  (a)   Cost of Mobilizing Equipment to Project Site;

                  (b)   Cost of labor for all on-site employees performing the
      Work, consisting of wages, payroll taxes and insurances, and fringe
      benefits;

                  (c)   Cost of procured goods, consisting of materials, small
      tools, supplies, consumables, on-site-offices and facilities, office
      supplies and consumables, and utilities;

                                      -22-
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                  (d)   Cost of procured services, consisting of subcontractors
      and janitorial services;

                  (e)   Cost of capital equipment ownership or leasing expense.

                  (f)   Corporate G&A - Contractor shall be paid $700,000 per
      year ($58,333.33 per month) for area office and home office overhead and
      support services and other general and administrative expenses.

            8.2.2 Fee. Contractor shall be paid an annual fee (the "Fee")
equivalent to a 20% before tax return on Contractor's average invested capital
for the year, including working capital (value at month end of inventory and
accounts receivable, less accounts payable and other associated liabilities) and
fair market value of Contractor's Equipment at the Site for performance of the
Work; provided, that Contractor's Fee shall not be less than 15% or more than
the percentages shown as "Max Fee Percentage of Costs" in Exhibit A of the
actual costs per Sections 8.2.1 (a) through (e) per year, as stipulated in
Section 8.1 above; and provided further, that the Fee shall be subject to the
terms of Section 8.3.

      8.3   INCENTIVE ADJUSTMENT

      As an incentive to perform the Work at minimum cost, Contractor's
compensation shall be subject to annual adjustment based on its cost
performance, as follows:

            8.3.1 Underruns. If the Actual Compensation, per Section 8.2, is
less than the Target Budget amount, Contractor's compensation for such Work
shall be increased in the amount of 50% of such underrun.

            8.3.2 Overruns. If the Actual Compensation, per Section 8.2, is more
than the Target Budget, Contractor's compensation for such Work shall be
decreased in the amount of 50% of such overrun, to the limit of the Fee.

            8.3.3 Changes. In the event that (a) changes are made to the scope
of the Work, (b) Contractor encounters unanticipated conditions at the Site
which differ from the basis used to develop the Target Budget, or (c)
performance of the Work is affected by an event of Force Majeure, the parties
shall agree on an equitable adjustment to the Target Budget amount and the Mine
Schedule.

      Examples of incentive adjustments are set forth in Exhibit I.

      On a monthly basis, Target Budget will be compared to Actual Compensation
to estimate year to date underrun or overrun. Final adjustments to the Fee will
be calculated at year-end and invoiced on the January invoice following
year-end.

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<PAGE>

      8.4   PRODUCTIVITY IMPROVEMENT OPTION

      Owner shall provide a Mine Plan to Contractor each year by September 1,
showing a detailed annual plan for the following calendar year, and annual plans
for each year thereafter. Contractor shall develop the Target Budget for the
following years based on the updated Mine Plan by October 15 of each year. If
the revised Mine Plan and Target Budget are acceptable, both parties agree to
confirm approval on or before December 1 for implementation starting January 1
of the following year. If the revised Mine Plan and Target Budget are not
acceptable, both parties agree to continue work under the latest approved Mine
Plan and Target Budget scenario until a revised Mine Plan and Target Budget can
be agreed upon.

      8.5   MOBILIZATION

      After mobilization has begun Owner shall pay to Contractor the
mobilization payment specified in Exhibit A in such amounts and according to the
schedule provided in Exhibit A.

      8.6   HAUL ROAD PRICE

      The lump sum price of Contractor constructing the Haul Road according to
Section 3.3 is $1,100,000. This price excludes the construction of the San Pedro
River and Cerro de San Pedro road crossings, other than providing random Mine
Waste fill, and the mining and hauling of Mine Waste for the road construction.

      8.7   CHANGE ORDERS

      Owner may make Variations without invalidating this Agreement by issuing a
written Change Order. Variations shall not affect the Mine Schedule for
completion of the Work unless the parties agree to deviate from such dates or
quantities at the time the Variation is authorized. Compensation for any
Variation to be performed by Contractor shall be established in the written
Change Order to be agreed upon by Owner and Contractor and shall be based on the
hourly Labor and Equipment rates set forth in Exhibit C.

      Mine design and production characteristics provided in the Project
Development Plan were used to estimate the costs provided in Exhibit A to this
Agreement. If Owner makes material changes in the Mine Schedule (i.e. more than
10% deviation from the Mine Schedule set forth in Exhibit D), pit design,
material destinations (i.e. changes that affect haul cycles), or other
operational parameters that affect operating costs, Contractor shall determine
the effect on the operating costs and discuss such changes with Owner to
determine whether a price change is warranted. In the event a price change is
warranted, such change shall be set forth in a Change Order.

                                      -24-
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                                   ARTICLE 9.

                                     PAYMENT

      9.1   EQUIPMENT LEASE PAYMENTS

      Payments shall be made by Owner to Contractor in U.S. Dollars on the 15th
of each month according to Exhibit B for equipment lease costs associated with
the Project (the "Equipment Lease Payments").

      9.2   QUANTITY MEASUREMENT FOR PURPOSES OF PAYMENT

      Measurement of the volume of Ore and Waste excavated for purposes of
establishing Work performed by Contractor shall be by Bank Cubic Meter (BCM)
determined by field surveys completed as of the first working day of each
calendar month. Mined volume shall be determined by multiplying the average face
advance on each bench by the surveyed bench height as set forth in the Mine
Schedule. Calculated volumes shall be reduced by the best estimate of existing
voids, be it from previous mapping, from new mapping based on openings to the
surface, or on analysis by Ground Penetrating Radar. Within the total volume per
time period, the Ore and Waste quantities shall be determined by intersecting
the calculated Ore control delineations with the average face advance.

      9.3   INVOICES

      Owner shall pay Contractor for the monthly volume of Ore and Waste
excavated by Contractor, made or completed as of the end of each calendar month.

      Contractor shall submit invoices for the material mined on a monthly
basis. The invoice shall be based on a field survey. The total amount due for
the Work accomplished in the entire month will be adjusted to reflect the amount
billed in the mid-month Equipment Lease Payment. Owner shall perform field
surveys on the first working day of each calendar month to determine the volume
excavated during the previous month. A copy of the survey results shall be
provided to Contractor.

      Within five (5) days following the field survey for the monthly volume
estimation, Owner and Contractor shall agree on the volumes of Ore and Waste
excavated during the preceding month. Within ten (10) days from the first of
each month during the performance of the Work, Contractor shall submit an
invoice to Owner for that part of the Work performed during the preceding month.
The invoice shall be issued from Contractor's office located at the Site.

      Owner shall pay the undisputed portions of all invoices no later than the
last day of the month in which the invoice is delivered; provided, however, that
if Owner disputes all or any portion of the invoice, Owner shall, within seven
(7) business days after receipt of the invoice, notify Contractor of the item(s)
disputed, and specify the reason therefor, and payment of the

                                      -25-
<PAGE>

disputed portion of the item may be withheld until resolution of the dispute.
Owner and Contractor shall promptly attempt to resolve the dispute. Disputes as
to a portion of or specific item on an invoice shall not excuse Owner from
payment of the undisputed portion. For invoices not paid within the stipulated
time, and not under dispute, finance charges at the rate of 1% per month shall
apply. Payments shall be made by electronic transfer to an account designated in
writing by Contractor. Contractor and Owner agree to cooperate on the place of
invoice issuance and payment so as to mitigate tax consequences to either to the
extent they may lawfully do so.

      9.4   HAUL ROAD INVOICES

      Owner shall pay for the construction of the Haul Road on a monthly percent
complete basis. Each month, the percentage of the Haul Road that has been
completed will be estimated by the Contractor and Owner, using a mutually agreed
upon methodology, and that percentage of the total price as given in Section 8.6
will be billed to the Owner by the Contractor in its end of monthly invoice.

      9.5   PAYMENT FOR CHANGE ORDERS

      All Work described in a Change Order and performed by Contractor in any
given period shall be invoiced by Contractor at the hourly Labor and Equipment
rates set forth in Exhibit C. The hourly rates include the Equipment operator,
operating and maintenance supplies, and necessary maintenance labor to keep the
Equipment in operable condition, ownership costs, Contractor's overhead and
profit. Non-equipment related supplies and permanent materials, which may be
required to complete the Work described in a Change Order (culverts, for
example), shall be invoiced at cost or shall be provided by Owner. All records
for Work described in a Change Order shall be substantiated by Contractor and
countersigned by Owner's Representative.

      9.6   INSPECTION UPON COMPLETION OR TERMINATION

      At the conclusion of the Contract Term, upon written notice from
Contractor that the Work is complete, or upon termination of the Work as
provided in Article 12, Owner shall make a final inspection and shall notify
Contractor in writing of incomplete or Defective Work. Contractor shall take
such measures as are necessary to complete or correct the Defective Work.

      9.7   FINAL PAYMENT AND ACCEPTANCE

      When the final invoice and accompanying documentation are accurate as to
form and substance, and Contractor has completed demobilization by cleaning up
the Site and removing its Equipment and other property as provided for in
Section 4.13, Owner shall pay Contractor the amount invoiced, within thirty (30)
days after receipt thereof. For invoices not paid within the stipulated time,
finance charges at the rate of 1% per month shall apply. Notwithstanding any
provision hereof to the contrary, Owner shall only be obligated to pay for that
Work which it has not identified as Defective.

                                      -26-
<PAGE>

      9.8   RECORDS AND AUDIT

      Contractor shall keep complete and accurate records fully supporting its
invoices to Owner showing, as applicable, the quantity or volume of services
and/or the actual costs to it of all items of Labor, material, Equipment,
supplies, services, and other expenditures of whatever nature for which it is
entitled to reimbursement for extra Work under this Contract (the "Relevant
Records"). The Relevant Records shall be maintained in accordance with sound
bookkeeping practices applicable to the industry and shall exclude Contractor's
costs that are reimbursed by Owner at fixed unit or percentage rates.

      Owner shall have two years after the completion of this Agreement in which
to make an audit of the Relevant Records, and Contractor shall preserve the
Relevant Records for such period. Owner shall have access, during Contractor's
normal business hours to all Contractor's (including those of any affiliated or
subsidiary company involved in the Work) and all Subcontractors' Relevant
Records. Owner shall also have the right to reproduce any of the Relevant
Records.

      9.9   RESOLUTION

      All audit exceptions or other disagreements including, without limitation,
any concerning Defective Work, that are not agreed to and settled during the
course of the audit shall be resolved between Owner and Contractor. In no event
shall Contractor refuse to perform the Work because of an unresolved dispute;
provided that Contractor may refuse to perform the Work if Owner is in default
of any part of its payment obligation not affected by a pending dispute and
written notice of same is given to Owner.

                                  ARTICLE 10.

                               CONFIDENTIALITY

      During the Contract Term the parties shall treat all information acquired
under this Agreement as confidential and shall not use the name of either party
or of any officer, director, employee or affiliated entity of either party or of
the Property in any press release, announcement, advertisement or publication,
either verbal or in writing, or disclose any information whatsoever that it may
obtain under or pursuant to this Agreement to third parties or to the public
without first having obtained the written approval of the other party as to the
form and content of any such disclosure, release or publication. The parties
shall not use, sell, give, disclose or otherwise make available to third parties
or to the public at any time any knowledge or information relating to internal
proprietary techniques and methods used by either party for purposes of
geological interpretation, extraction, Mining, processing of minerals or any
other proprietary information of the other party. The obligations of
confidentiality under this Article shall apply to each of the officers,
employees, agents and Subcontractors of Contractor. The covenants and
requirements of confidentiality set forth in this Article shall survive the
termination or expiration of this Agreement and shall be fully effective and
binding for a period of three years thereafter. The above restrictions shall not
apply with respect to:

                                      -27-
<PAGE>

                  (a)   information that at the time of disclosure is generally
      available to the public;

                  (b)   information that after disclosure becomes generally
      available to the public by publication or otherwise through no fault of
      either party;

                  (c)   written information that was in the party's possession
      prior to disclosure hereunder and which was not acquired under an
      obligation of confidentiality directly or indirectly from the disclosing
      party;

                  (d)   information received by the party after the time of
      disclosure hereunder from a third party without notice to the party of any
      obligation of confidentiality or other restrictions with respect to use
      thereof;

                  (e)   information that is independently developed by the
      receiving party;

                  (f)   information that is required by appropriate legal
      authority to be disclosed (but only to the extent of such requirement).

      At the end of the Work or the termination of this Agreement, each party
shall return to the other all documents obtained from the other party during the
Contract Term pertaining to the Work, including, but not limited to, plans,
Specifications, schedules, maps, geological data, drawings, photographs,
surveys, and other writings, as requested.

                                   ARTICLE 11.

                                    INSURANCE

      The following are the insurance obligations for the parties as set forth
in the Agreement:

      11.1  CONTRACTOR'S INSURANCE

            11.1.1 Coverage. Through the life of the Agreement, Contractor shall
pay for and maintain in full force and effect the following insurance with
companies authorized to do business in the Project jurisdiction.

                  (a)   Employers Liability insurance covering legal liability
      to employees for accidents and/or illnesses arising out of or in the
      course of their employment. The said insurance shall be effected for an
      amount not less than one million dollars (U.S.$1,000,000) for any one
      occurrence.

                  (b)   Workers Compensation insurance covering their employees
      as required by the laws of Mexico for Mexican nationals. For expatriate
      employees working in Mexico Contractor shall provide at its expense
      Workers' Compensation insurance as required by Mexican law and the laws
      pertaining to Workers' Compensation within the respective expatriate
      employee's country of hire.

                                      -28-
<PAGE>

                  (c)   Automobile Liability insurance covering owned, non-owned
      and hired automobiles in conformance with the automobile liability
      regulations in Mexico and an amount of not less than one million dollars
      (U.S. $1,000,000.00) per accident for combined bodily injury and property
      damage liability

                  (d)   Commercial General Third Party Liability insurance with
      limits of not less than $10,000,000 any one loss and annual aggregate per
      location, combined single limit bodily injury and property damage
      liability including products/completed operations, and contractual
      liability insurance.

                  (e)   Aircraft Liability. If performance of the Work requires
      the use of aircraft and/or helicopters (unless provided by the Owner),
      Contractor shall carry, or shall ensure that the owner of the aircraft
      carries Comprehensive Aircraft Liability insurance, including hull and
      passenger liability without any seat limitation of not less than five
      million dollars (U.S.$5,000,000) combined single limit or one million
      dollars (US$1,000,000) per seat which ever is greater for bodily injury
      and property damage (including cargo liability if an exposure exists).
      Such insurance shall contain a waiver of subrogation as to any claims
      against Owner as respects physical damage (hull) coverage.

            11.1.2 Contractor's Property. Contractor shall, as it deems
necessary, carry fire, theft, physical damage or other insurance on its own
tools, Equipment, reusable materials (such as form work and scaffolding),
trailers, maintenance and storage buildings and facilities and any property of
its employees. Contractor waives all rights of recovery from the Owner for
damage to or destruction of the property listed in this subsection and agrees to
waive its underwriter's rights of subrogation if insured.

            11.1.3 Endorsements and other Provisions. In connection with the
coverages Contractor is required or may carry pursuant to this Section 11.1, the
following shall apply:

                  (a)   All policies of insurance carried by Contractor pursuant
      to Section 11.1.1 shall provide that coverage may not be cancelled,
      terminated, materially changed or renewal refused without at least thirty
      (30) days prior written notice to Owner.

                  (b)   Any and all deductibles specified in the above insurance
      policies shall be assumed by, for the account of, and at the sole risk of
      Contractor.

                  (c)   All insurance carried by Contractor pursuant to this
      Section shall contain endorsements waiving the insurer's right to
      subrogation against Owner, its respective subsidiaries, associated and
      affiliated companies and their employees, officers and directors.

                  (d)   The provisions of the insurance specifications as
      described above shall apply to Contractor, and these specifications shall
      be incorporated in any subcontract or agreement between Contractor and its
      subcontractors or consultants who perform any portion of the Work under
      this Agreement.

            11.1.4 Certificates. Prior to beginning the Work, certificates of
insurance shall be provided to Owner for all the specific insurance coverages
required and Owner shall have the

                                      -29-
<PAGE>

right to approve the same. Contractor shall deliver to Owner certificates of all
insurance to be carried pursuant to this Agreement. It shall be a condition of
approval of such certificates that the required insurance must be arranged with
insurance companies authorized to do business in Mexico. Upon request,
Contractor and its Subcontractors shall permit Owner to examine any of the
Project-specific insurance policies specified herein. Each certificate shall
include a provision that Owner shall be given at least thirty (30) days prior
written notice by certified or registered mail of any termination, cancellation
or reduction of coverage. Owner's approval or failure to disapprove the
insurance certificates furnished by Contractor does not relieve Contractor from
full responsibility for liability, damage and/or accidents as set forth herein.

            11.1.5 Failure to Maintain. If at any time the required insurance
policies in Section 11.1.1 should be canceled, terminated or modified so that
the insurance is not in full force and effect as required herein, Owner may
terminate the Agreement for default or obtain insurance coverage equal to that
required herein and recover the cost thereof from Contractor.

      11.2  OWNER'S INSURANCE

            11.2.1 Coverage. Through the life of the Agreement, Owner shall pay
for and maintain in full force and effect the following insurance with companies
authorized to do business in the Project jurisdiction:

                  (a)   Employers Liability insurance covering legal liability
      to employees for accidents and/or illnesses arising out of or in the
      course of their employment. The said insurance shall be effected for an
      amount not less than one million dollars (U.S.$1,000,000) for any one
      occurrence.

                  (b)   Workers Compensation insurance covering Owner's
      employees as required by the laws of Mexico for Mexican nationals. For
      expatriate employees working in Mexico Owner shall provide at its expense
      Workers' Compensation insurance as required by Mexican law and the laws
      pertaining to Workers' Compensation within the respective expatriate
      employee's country of hire.

                  (c)   Commercial General Third Party Liability insurance with
      limits of not less than $10,000,000 any one loss and annual aggregate per
      location, combined single limit bodily injury and property damage
      liability including products/completed operations, and contractual
      liability insurance.

                  (d)   Automobile Liability insurance covering owned, non-owned
      and hired automobiles in conformance with the automobile liability
      regulations in Mexico and an amount of not less than one million dollars
      (U.S. $1,000,000.00) per accident for combined bodily injury and property
      damage liability.

                  (e)   Builder's Risk and/or Property insurance covering the
      real and personal property of Owner including property in transit, in
      storage and while being incorporated into the Project and the Project.
      Such insurance shall insure the interest of Owner, Contractor and its
      Subcontractors, and all Other Contractors in the Work, but shall not
      insure Contractor's or its Subcontractors' own or their respective
      employees' tools, Equipment, reusable materials (such as form work and
      scaffolding), trailers,

                                      -30-
<PAGE>

      maintenance and storage buildings and other facilities and any property of
      their employees.

            11.2.2 Endorsements and other Provisions.

                  (a)   Builder's Risk and/or Property insurance carried by
      Owner pursuant to Section 11.2.1(e) shall be endorsed to include
      Contractor as an additional insured as to the interest of Contractor
      described in said Section.

                  (b)   All policies of insurance carried by the Owner pursuant
      to this Section shall contain endorsements waiving the insurer's right to
      subrogation against the Contractor, its respective subsidiaries,
      associated and affiliated companies and their employees, officers and
      directors.

                  (c)   All policies of insurance carried by the Owner pursuant
      to Section 11.2.1 shall provide that coverage may not be cancelled,
      terminated, materially changed or renewal refused without at least thirty
      (30) days prior written notice to Contractor.

            11.2.3 Certificates. Prior to beginning the Work, Owner shall
provide certificates of insurance to the Contractor for all the specific
insurance coverages Owner is required to carry hereunder. Each certificate shall
include a provision that Owner shall be given at least thirty (30) days prior
written notice by certified or registered mail of any termination, cancellation
or reduction of coverage. Upon request, the Owner shall permit the Contractor to
examine any of the Project-specific insurance policies specified herein.

      11.3  OWNER'S BOND

      As a condition of obtaining the required permits for the Project, Owner
shall obtain prior to commencement of the Work a security bond to secure Owner's
obligation to protect certain buildings and architectural features in a portion
of the town of Cerro San Pedro from damage resulting from the Mining activities
contemplated by this Agreement.

      11.4  SUBCONTRACTORS

      Contractor shall ensure that all Subcontractors engaged by it in the
performance of this Agreement shall secure and maintain similar appropriate
levels of insurance. If the amounts or coverages of insurance carried by a
Subcontractor are less than those set forth in Section 11.1.1, Contractor shall
obtain Owner's consent to allowing the Subcontractor to perform any of the Work
on the Site.

      11.5  EFFECT OF INSURANCE

      Except as specifically provided under this Agreement, obtaining the
insurance as set out in this Article shall not in any way limit, alter or affect
the liability and obligations of the Owner or Contractor under this Agreement.

                                      -31-
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                                  ARTICLE 12.

                       SUSPENSION OF WORK AND TERMINATION

      12.1  SUSPENSION OF WORK

      Contractor shall, on receiving written notice from Owner, suspend all or
any portion of the Work, as may be directed by Owner. Such suspension shall not
terminate this Agreement and the extra cost, if any, incurred by Contractor by
reason of suspension of the Work shall be borne and paid for by Owner at the
stand-by rates set forth in Exhibit G unless the suspension is:

            (a)   the result of Federal, state or local safety violations by
                  Contractor.

            (b)   necessary as a result of a breach of this Agreement on the
                  part of Contractor.

            (c)   resulting from order of any court of competent jurisdiction or
                  from a ruling of a government agency.

      In the event that a suspension lasts for more than thirty (30) days, Owner
and Contractor shall mutually agree as to the course of action to be followed.

      12.2  TERMINATION BY OWNER

            12.2.1 Termination for Convenience of Owner

            Upon thirty (30) days written notice to Contractor, Owner shall have
            the right to terminate all or any part of this Agreement for
            convenience in accordance with the terms of this Paragraph. Upon a
            termination for convenience, final settlement of all Contractor's
            claims arising out of or with respect to the termination of this
            Agreement shall be made as follows:

                  (a)   Owner shall either (i) assume and become liable for all
            commercially reasonable obligations, commitments and claims which
            Contractor may have theretofore in good faith undertaken or incurred
            in connection with the Work and in accordance with the provisions of
            this Agreement. Contractor, as a condition of receiving payment as
            described in this Article 12, shall execute and deliver all such
            documents and take such steps as Owner may require for the purpose
            of fully vesting in Owner the rights and benefits of Contractor
            under such obligations, or (ii) instruct Contractor to cancel any
            such obligations and commitments and pay to Contractor such
            commercially reasonable, proper and unavoidable cancellation charges
            which Contractor must pay to its subcontractors and suppliers as a
            result of such cancellation.

                                      -32-
<PAGE>

                  (b)   Owner shall pay Contractor for any remaining capitalized
            mobilization costs and demobilization costs as set forth in Exhibit
            H.

                  (c)   If the Agreement is terminated pursuant to this Section,
            Owner may, upon written notice to Contractor, enter on to the
            Property where the Work is being performed during normal working
            hours and, for the purpose of completing the Work, take possession
            of any or all necessary documents (with the exception of
            Contractor's cost related documentation). At Contractors' sole
            option, Owner may be allowed to take possession of tools, machinery,
            Equipment and appliances which may be owned by or be in the
            possession of Contractor, and which relate to the Work and the Mine,
            and Owner shall pay commercially reasonable rentals to Contractor
            for such facilities, tools, machinery, Equipment and appliances.
            Owner, shall, on completion of the rental, return to Contractor the
            facilities, tools, machinery, Equipment and appliances in the
            condition they were in prior to Owner' rental, subject to normal
            wear and tear. Owner shall be responsible for any repairs or
            maintenance of such facilities, tools, machinery, Equipment and
            appliances during its possession and use thereof. After taking
            possession of the Work, Owner shall have all rights and obligations
            thereafter of Contractor as necessary or proper for the completion
            of the Work, and Owner may complete or employ any other person or
            persons to complete the Work.

                  (d)   Contractor shall be paid for the Work actually completed
            at the date of termination, less any payments previously made and
            less any sum that may be necessary to settle any unsettled claims in
            connection with this Agreement, including any claims Owner may have
            against Contractor under this Agreement.

                  (e)   Contractor shall not be entitled to any payment for loss
            of anticipated profits.

                  (f)   In the event of early termination for convenience by
            Owner, the Exhibit J Termination Schedule shall apply.

            12.2.2 Termination for Default of Contractor

            The occurrence of any one or more of the following events shall
            constitute default by Contractor hereunder:

            (a)   Contractor is adjudged as bankrupt or insolvent;

            (b)   Contractor makes a general assignment for the benefit of
            creditors;

            (c)   a trustee or receiver is appointed for Contractor or for any
            of Contractor's property;

                                      -33-
<PAGE>

            (d)   Contractor files a petition to take advantage of any debtor's
            act, or to reorganize under bankruptcy or similar laws;

            (e)   Contractor fails to make prompt payments for Labor, materials
            or Equipment unless such payments are withheld due to a failure by
            the supplier to properly perform the Labor or supply acceptable
            materials or Equipment;

            (f)   Contractor violates, contravenes, or disregards laws,
            ordinances, rules, regulations or orders of any public body having
            jurisdiction, or disregards safety rules, security, regulations and
            accident prevention programs of Owner at the Mine;

            In the event that Contractor is in default under this Section 12.2.2
            or Contractor commits a material breach of its obligations under
            this Agreement and (a) Contractor fails, neglects, refuses or is
            unable to remedy such breach within fifteen (15) days after receipt
            by Contractor of Owner's written notice of such breach, or (b) if
            the breach is not capable of remedy within fifteen (15) days,
            Contractor fails to commence all necessary steps, within
            Contractor's control, to remedy the breach within fifteen (15) days
            after receiving written notice thereof from Owner or if Contractor
            fails thereafter to continue diligently and efficiently and in good
            faith to remedy such breach, then Owner may, without prejudice to
            any other right or remedy available to Owner, immediately terminate
            this Agreement upon giving written notice of termination to
            Contractor, specifying the reasons for termination and the date on
            which such termination becomes effective.

            In the event of termination of this Agreement pursuant to this
            Section, Owner shall have the right, but not the obligation to
            continue and complete the Work. If the cost of Work following the
            date of termination exceeds the payments that Contractor would have
            received for such Work under the terms of this Agreement, Contractor
            shall be liable for such excess costs and, upon demand by Owner,
            shall pay Owner the excess payment, subject to the Limitation of
            Liability clause in Section 19.7 of this Agreement. In such event
            Contractor shall not be entitled to receive any further payment and
            shall hold Owner harmless with respect to all losses or damages
            suffered by the Owner on account of such termination.

            If the Agreement is terminated pursuant to this Section, Owner may,
            upon written notice to Contractor, enter within normal working hours
            upon the Property where the Work is being performed and, for the
            purpose of completing the Work, take possession of any or all
            necessary documents (with the exception of Contractor's cost related
            documents). Owner may purchase facilities, materials, tools,
            machinery, Equipment and appliances that are owned by or in the
            possession of Contractor, and which relate to the Work and the Mine,
            at fair market value or book value, whichever is higher. Thereafter,
            Owner shall have all rights and obligations of Contractor as
            necessary or proper for the completion of the Work,

                                      -34-
<PAGE>

            and Owner may complete or employ any other person or persons to
            complete the Work.

      12.3  TERMINATION BY CONTRACTOR FOR DEFAULT OR OWNER' BREACH

      If (a) Owner commits a material breach of its obligations under the
Agreement, including any failure to pay Contractor in accordance with Article 9,
and (i) if Owner fails, neglects or refuses or is unable to remedy such breach
within fifteen (15) days after receipt by Owner of Contractor's written notice
of such breach, or (ii) if the breach (except for non-payment) is not capable of
remedy within fifteen (15) days, Owner fails to commence all necessary steps
within the Owner's control to remedy the breach within fifteen (15) days after
receiving written notice thereof from Contractor or if Owner fails thereafter to
continue diligently and efficiently and in good faith to remedy such breach, or
(b) Owner files a petition in bankruptcy or such a petition is filed against
Owner, Owner makes a general assignment for benefit of creditors, or a receiver
is appointed on account of Owner's insolvency, and, in the event that any of the
foregoing actions is involuntary, and the consequences thereof are not cured
within (30) days, then Contractor may, without prejudice to any other right or
remedy available to Contractor, immediately terminate this Agreement upon giving
written notice of termination to Owner, specifying the reasons for termination
and the date on which such termination becomes effective.

      Upon such termination date, Contractor shall promptly discontinue all Work
and the placing of orders for materials, Equipment, services and supplies in
connection with the performance of the Work, and shall, if requested by Owner,
make every reasonable effort to procure cancellation of all existing commitments
upon terms reasonably satisfactory to Owner, and shall thereafter do only such
Work as may be necessary to preserve and protect Work already in progress and to
protect material and Equipment at the Property or in transit thereto.

      If this Agreement is terminated by Contractor under this Section, Owner
may, upon written notice to Contractor, enter on to the Property where the Work
is being performed during normal working hours. At Contractor's sole option,
Owner may be allowed to take possession of facilities, tools, machinery,
Equipment and appliances which may be owned by or be in the possession of
Contractor, and which relate to the Work and the Mine. Owner shall pay
commercially reasonable rentals to Contractors for such facilities, tools,
machinery, Equipment and appliances. Owner shall, on completion of the rental,
return to Contractor the facilities, tools, machinery, Equipment and appliances
in the condition they were prior to when Owner's rental commenced, subject to
normal wear and tear. Owner shall be responsible for any repairs or maintenance
of such Contractor furnished facilities, tools, machinery and Equipment during
its possession and use thereof.

      Upon the termination of this Agreement by Contractor, final settlement of
all claims of Contractor arising out of this Agreement shall be subject to the
claims of Owner hereunder. Contractor shall be entitled to payment for all Work
performed up to the date of termination and any costs reasonably incurred in
discontinuing operations and demobilizing (net of all reasonably documented
claims by Owner submitted to Contractor as of such date). Payment shall be made
within thirty (30) days after such termination date. Contractor shall, within
ninety (90) days after

                                      -35-
<PAGE>

termination, submit a final statement to Owner for payment for other reasonable
expenses incurred, including but not limited to demobilization and contract
cancellation costs. Any payment to be received by Contractor as settlement of a
final statement, if any, shall be net of those amounts, if any, reimbursable to
Owner for any outstanding reasonably documented claims of Owner submitted to
Contractor subsequent to the termination date and set forth in a final
statement.

      12.4  REMEDY NOT EXCLUSIVE

      The rights of termination set forth in Sections 12.2 and 12.3 are without
prejudice to any other right or remedy a party may have under this Agreement.

                                   ARTICLE 13.

                                  FORCE MAJEURE

      Contractor shall be excused for delays or, failing to perform its required
obligations hereunder and Owner shall not be entitled to terminate this
Agreement nor shall Contractor be charged with damages or liability as provided
in this Agreement to the extent such delays or failure to perform are due to an
Event of Force Majeure, provided that Contractor shall, within ten (10) days
from the beginning of any such event, notify Owner in writing of the cause of
delay or failure to perform. The time for completing the Work shall be extended
and/or increased, as applicable, and shall be Contractor's sole remedy for any
claim, to the extent justified by the above-mentioned causes. The cost for the
Work shall be the same as if the Event of Force Majeure did not occur.

      Owner shall be excused for delays or failing to perform its obligations
hereunder except for obligations to pay monies owed for Work already performed,
and Contractor shall not be entitled to terminate this Agreement, nor shall
Owner be charged with damages or other liability, to the extent such delays or
failure to perform are due to an Event of Force Majeure, provided that Owner
shall, within ten (10) days from the beginning of any such Event of Force
Majeure, notify Contractor in writing of the cause of delay or failure to
perform. The time period for Owner's performance of its obligations shall be
extended to the extent justified by the above mentioned causes and the time and
expense for completion of the Work by Contractor shall be extended or increased
to the extent justified by such extension of time to Owner.

      The party affected by an Event of Force Majeure shall exercise reasonable
diligence to resume normal performance of this Agreement as soon as practicable
after the occurrence of such event and shall promptly notify the other party of
the termination of any such Event of Force Majeure.

      If an Event of Force Majeure shall cause a complete cessation of all Work
for a continuous period of thirty (30) days, and, after the expiration of such
thirty (30) day period, further implementation of the Work is impossible or a
time when implementation may be possible cannot be reasonably foreseen, then,
except as provided below in this paragraph, either

                                      -36-
<PAGE>

Owner or Contractor may terminate this Agreement upon fifteen (15) days written
notice, but without prejudice to Owner's and Contractor's rights and obligations
prior to such termination. In the event of such termination, Owner shall pay
Contractor as if the Agreement were terminated for convenience under Section
12.3.1. Notwithstanding the foregoing, if, after the 30-day period described
above, Owner agrees to pay Contractor at the standby rates set forth in Exhibit
A, Contractor shall not have the right to terminate this Agreement until one
hundred twenty (120) days after commencement of an Event of Force Majeure.

                                   ARTICLE 14.

                              NOTICES AND PAYMENTS

      Any notice required or permitted under this Agreement shall be served or
made personally or by certified or registered mail (postage prepaid, return
receipt requested) or by facsimile (with transmission confirmation) or by
private overnight courier on or to the parties at the following addresses:

            Owner:      Minera San Xavier, S.A. de C.V.
                        Attn: Mine Manager
                        Camino Cerro San Pedro Km. 3+870, no. 200 C.P. 78440
                        Cerro de San Pedro, SLP
                        Mexico
                        Phone:  52(444)814-6151
                        Fax:    52(444)814-6152

                        with a copy to

                        Metallica Resources, Inc.
                        Attention:  Fred H. Lightner
                        Sr. Vice President and Chief Operating Officer
                        12200 E. Briarwood Ave., Suite 165
                        Centennial, Colorado 80112
                        U.S.A.
                        Phone: (303) 796-0229Fax: (303) 796-0265

            Contractor: Washington Group Latin America, Inc.
                        Attn:  Rod Pace
                               Vice President of Operations - Mining
                        7800 E. Union Avenue, Suite 100
                        Denver, CO  80237
                        U.S.A.
                        Phone:  (303) 843-3404
                        Fax:    (303) 843-3340

                                      -37-
<PAGE>

      Notices shall be deemed given upon delivery (in cases of notice by
personal service) registered or certified mail or courier) and receipt if sent
by facsimile. Either party may change its address under this Article 14 by
providing written notice thereof to the other party.

                                   ARTICLE 15.

                            DISPUTES AND ARBITRATION

      15.1  MEDIATION

            15.1.1 Mediation Hierarchy

            Any dispute or claim arising between Owner and Contractor relating
            to interpretation of the provisions of this Agreement, to the scope
            of Work, to the performance of Owner or Contractor hereunder, to
            payment or any portion thereof which cannot be resolved by the
            appropriate staff level personnel of the parties, shall be referred
            to the following parties for resolution:

<TABLE>
<CAPTION>
            Level          Owner                    Contractor
            <S>        <C>                    <C>
             I         Mine Manager           Project Manager
             II        General Manager        Business Unit Vice President Operations
             III       Vice President         Business Unit President
</TABLE>

            15.1.2 Procedure

            If the disputed issues are not resolved at this level within fifteen
            (15) working days, a memorandum shall be prepared jointly by the
            participants and signed by each of them clearly outlining the
            unresolved issues, the amount of disagreement and the principal
            persons responsible for activities leading to the dispute. Within
            five (5) working days of delivery of this memorandum to the next
            level participants, the next level participants shall attempt to
            resolve the dispute issues, either through telephone conversation or
            meeting, as appropriate. If the next level participants cannot
            resolve the dispute within ten (10) working days of the dispute
            having been referred to them, then the dispute will be settled by
            arbitration in accordance with the provisions of Section 15.2.

      15.2  ARBITRATION

      Any dispute, controversy or claim arising out of or relating to this
Agreement or the breach thereof, which cannot amicably be settled by Owner and
Contractor, shall be settled by arbitration to be conducted in accordance with
the Commercial Arbitration Rules of the American Arbitration Association before
a board of three arbitrators each unrelated to both parties, appointed in
accordance with said Rules. The place of arbitration shall be in Denver,
Colorado.

                                      -38-
<PAGE>

      The arbitration shall be final, conclusive and binding upon the parties,
and each party shall honor and abide by such award. Judgment upon the award
rendered may be entered in any court having jurisdiction, or application may be
made to such court for a judicial acceptance of the award and an order of
enforcement, as the case may be.

      As far as applicable, performance of this Agreement shall continue during
arbitration proceedings unless such arbitration proceedings have resulted from a
notice of termination of this Agreement delivered by either Owner or Contractor.
No payments due or payable by Owner shall be withheld on account of a pending
reference to arbitration unless Owner's liability to make such payment or
payments is in issue in such arbitration.

      The cost for arbitration shall be allocated between Owner and Contractor
in accordance with the arbitration award.

                                   ARTICLE 16.

                           ASSIGNMENT AND SUBCONTRACTS

      16.1  ASSIGNMENT - GENERAL

      Except as set forth in Section 16.2 and 16.3, neither party shall assign,
pledge or make other disposition of this Agreement without first obtaining the
prior written consent of the other, which consent shall not be unreasonably
withheld if assignment is made to wholly owned affiliates.

      16.2  ASSIGNABILITY BY OWNER

      This Agreement and all of the Owner's rights and obligations hereunder
shall, upon prior written notice to the Contractor, be assignable by the Owner
to any entity that acquires the Cerro San Pedro Project.

      16.3  SUBCONTRACTS

      Contractor shall not employ any Subcontractor or other person or
organization (including those who are to furnish the principal items of
materials or Equipment), whether initially or as a substitute, as to which Owner
may have reasonable objection. Should Contractor wish to subcontract any item of
the Work, Contractor shall notify Owner of such intent and obtain the written
consent of Owner prior to engaging the Subcontractor, which consent shall not be
unreasonably withheld.

      Contractor shall be fully responsible for all acts and omission of its
Subcontractors and of all persons or entities directly or indirectly employed or
retained by them. All Work performed for Contractor by a Subcontractor shall be
pursuant to an appropriate agreement between Contractor and the Subcontractor,
which specifically binds the Subcontractor to the applicable

                                      -39-
<PAGE>

terms and conditions of this Agreement for the benefit of Owner. Nothing
contained in this Agreement shall create any contractual relation between any
Subcontractor and Owner.

                                   ARTICLE 17.

                                  GOVERNING LAW

      This Agreement shall be governed by the laws of the State of Colorado and
shall be construed in accordance therewith. The official copy of this Agreement
shall be written in English.

                                   ARTICLE 18.

                                    INDEMNITY

      Contractor shall indemnify, defend, and save Owner, its officers,
directors, employees and affiliates harmless from any damages, claims, causes of
action, liabilities, loss, cost or expense claimed by third parties for property
damage and/or bodily injury, including death, to the proportionate extent caused
by the negligence or willful misconduct of Contractor, its agents, employees, or
affiliates in performance of the Work.

      Owner shall indemnify, defend and save Contractor, its officers,
directors, employees and affiliates harmless from any and all damages, claims,
causes of action, liabilities, loss, cost or expense claimed by third parties
for property damage and/or bodily injury, including death, to the proportionate
extent caused by the negligence or willful misconduct of Owner, its agents,
employees, or affiliates.

      In no event shall Contractor be liable for claims arising out of
pre-existing hazardous conditions, except to the extent Contractor knew of such
conditions and Contractor's negligence or willful misconduct exacerbated the
condition and thereby caused the claim to arise.

                                   ARTICLE 19.

                                  MISCELLANEOUS

      19.1  ENTIRE AGREEMENT; AMENDMENT

      This Agreement is the complete, entire and final agreement between the
parties and supersedes all previous bids, proposals, specifications, agreements
or understandings, whether written or otherwise, unless incorporated herein by
express reference. No modification of this Agreement shall be effective unless
in writing and executed by the parties to this Agreement.

                                      -40-
<PAGE>

      19.2  COUNTERPARTS

      This Agreement may be executed in counterparts, all of which taken
together shall constitute a single and complete Agreement.

      19.3  SEVERABILITY

      Whenever possible, each provision of this Agreement shall be interpreted
in such a manner as to be effective and valid under applicable law. In the event
that any provision of this Agreement shall be or becomes illegal or
unenforceable in whole or in part for any reason, the remaining provisions of
this Agreement shall remain in full force and effect, and such term or provision
shall be deemed stricken to the extent and in the jurisdiction necessary for
compliance with applicable law.

      19.4  HEADINGS

      The headings in this Agreement are for convenience only, and shall not
affect the interpretation hereof.

      19.5  WAIVERS

      No course of dealing between Contractor and Owner, or any person acting on
behalf of Contractor or Owner, nor any delay, waiver or omission by Contractor
or Owner in exercising their respective rights hereunder shall operate as a
waiver of any of Contractor's or Owner's rights except to the extent expressly
waived in writing by such party. No waiver by either party of any breach by the
other party of any of the provisions of this Agreement shall be construed as a
waiver of any subsequent breach, whether of the same or of a different provision
of the Contract.

      19.6  CONSEQUENTIAL DAMAGES

      Neither party shall be liable to the other party for loss of profits, loss
of interest, loss of production or any special indirect, incidental, or
consequential damages arising from its performance under this Agreement, whether
due to or based upon delay, breach of contract, warranty, tort, negligence,
strict liability, error or omission, indemnity or any cause whatsoever. Personal
injury occurring on the Site, or physical damage to third party property
occurring on the Site, other than that which is the subject of the Work, shall
not be deemed a consequential damage to which the limitations of this provision
apply.

      19.7  LIMITATION OF LIABILITY

      The remedies stated in this Agreement are exclusive and in no event shall
the liability of Contractor to Owner whether based on delay, contract, warranty,
tort, negligence, strict liability, indemnity, error and omission or any other
cause whatsoever exceed $5.0 Million U.S. Dollars unless such liability is (i)
covered by proceeds from the parties' insurance required under Article 11,
subject to the policy limits in Article 11, or (ii) unless such liability arises
from any fine,

                                      -41-
<PAGE>

claim or penalty against Owner by any governmental entity due to violation of
law, or claim against Owner by a third party as a result of the negligence or
willful misconduct of Contractor, for the Contract Term; provided that (ii) is
limited to the total amount paid under this Agreement. Failure of either party
to obtain and maintain the insurance required by Article 11 shall cause such
party to be directly liable, in addition to the amounts within the limits set
forth in Article 11 for any loss suffered by the other party which would have
been covered by the required insurance, in an amount not exceeding the amount
required to be insured. In the event the Contract Term of this Agreement is
extended, this Limit of Liability may be adjusted as mutually agreed in writing
by Owner and Contractor.

      19.8  U. S. EXPORT REGULATIONS

      The parties recognize that Contractor is subject to the Export Regulations
of the United States of America regarding export of certain technical data from
the United States. Owner agrees that it will not export, either directly or
indirectly, any information or data received from Contractor or the direct
product thereof to any country in contravention of the said Export Regulations,
or which, if done by Contractor would violate the laws of the United States of
America.

      19.9  FOREIGN CORRUPT PRACTICES ACT

      Owner and Contractor shall comply fully with the U. S. Foreign Corrupt
Practices Act and warrant that they are, and will remain, in full compliance
with all applicable laws and regulations of any and all countries related to the
performance of services hereunder.

      19.10 CONFLICTING LANGUAGE

      In the event of a conflict between any language in this Agreement and any
language in any exhibit hereto, the language of this Agreement shall control
unless the exhibit expressly provides otherwise.

      19.11 SURVIVAL OF OBLIGATIONS

      Notwithstanding Owner's acceptance of the Work or the termination of this
Agreement, any duty or obligation which has been incurred by Contractor, and
which has not been fully observed, performed and/or discharged and any right,
unconditional, which has been created and has not been fully enjoyed, enforced
and/or satisfied (including but not limited to the duties, obligations and
rights, if any, with respect to secrecy) shall survive such acceptance or
termination until such duty or obligation has been fully observed, performed
and/or discharged and such right has been fully enjoyed, enforced and/or
satisfied.

      19.12 OTHER CONTRACTORS

      Owner reserves the right to let Other Contractors perform work at the Work
Site. Contractor shall afford such Other Contractors reasonable opportunity for
the introduction and storage of their materials and the performance of their
work, and shall consult with Owner's

                                      -42-
<PAGE>

representative, as necessary, and properly connect, correlate, and coordinate
the Work with theirs.

      If the proper execution or results of any party of the Work depends upon
the work of Other Contractors, Contractor shall inspect and promptly report to
Owner, any defects in such work, which may render it unsuitable for such proper
execution and results.

      19.13 RIGHTS OF VARIOUS INTERESTS

      Whenever work being done by Owner's or by Other Contractor's Labor is
contiguous to the Work covered by this Agreement, the respective rights of the
various interests involved shall be established by Owner, to secure the
completion of the various portions of the Project in general harmony.

      19.14 NON-PAYMENT OF REMUNERATION TO OWNER'S EMPLOYEES

      Neither Contractor nor any Subcontractors shall pay any commissions or
fees or grant any rebates or other remuneration or gratuity to any employee or
officer of Owner. Neither shall Contractor nor any Subcontractor grant any
secret rebates; one to the other, and neither shall Contractor nor any
Subcontractor pay any commissions or fees to the employees or officers of the
other in connection with work performed.

      19.15 DISCREPANCIES

      Discrepancies between different Drawings or between Drawings and
Specifications shall be promptly brought to the attention of Owner. This Section
shall not have the effect of making Contractor a guarantor of Owner's design.

      19.16 INDEPENDENT CONTRACTOR

      In the performance of the Work, Contractor is an independent contractor.
This Agreement shall not be construed as creating a partnership or joint venture
or as establishing a relationship of principal and agent, or of employer and
employee, between Owner and Contractor, Contractor's agents, employees or
Subcontractors. Contractor shall have no authority to hire any person on behalf
of Owner and all persons or entities employed by it shall be deemed to be solely
the employees of Contractor. Contractor shall have no authority to enter into
agreements or to contract on behalf of Owner and all such commitments made by it
shall be binding solely upon Contractor.

                                      -43-
<PAGE>

      IN WITNESS WHEREOF and intending to be legally bound, the parties have
executed this Agreement on this 30 day of December, 2003, to be effective as of
the Effective Date.

                                  OWNER:

                                  Minera San Xavier, S.A. de C.V.

                                  By:/s/ Fred H. Lightner
                                     --------------------------------
                                     Name:  Fred H. Lightner
                                     Title: General Director

                                  CONTRACTOR:

                                  WASHINGTON GROUP LATIN AMERICA, INC.

                                  By:/s/ LeRoy E. Wilkes
                                     ----------------------------------
                                     Name:  LeRoy E. Wilkes
                                     Title: President, Mining Business Unit
                                            Washington Group International, Inc.
                                            Attorney-in-Fact, Washington Group
                                            Latin America, Inc.

                                      -44-
<PAGE>

G:\DEdata1\KingJ\32513 Metallica Resources\MSX WGI JMK Draft 141203.doc

(u:/jms/legal/contracts/MSX Washington Group International final 12-29-03)

<PAGE>

                                    EXHIBIT A
                                 CERRO SAN PEDRO
                             TARGET PRICING SUMMARY
                                    $US (000)
                          ALL PRICES EXCLUSIVE OF FUEL

<TABLE>
<CAPTION>
                                              PRE-PROD     PRE-PROD     PRE-PROD
                                               ACCESS        PIT         TOTAL      YR 1       YR 2     YR 3     YR 4     YR 5
<S>                                           <C>          <C>          <C>        <C>        <C>      <C>      <C>       <C>
Percent of Year                                 0.05         0.57         0.62       1.00       1.00     1.00     1.00      1.00
PRODUCTION (BCM 000)
Ore                                               20          203          223      2,227      3,036    3,036    3,036     3,036
Waste                                            200        2,513        2,713      5,951      5,142    5,142    5,142     4,211
Total                                            220        2,716        2,936      8,178      8,178    8,178    8,178     7,247

UNIT COST SUMMARY (NO MOB COSTS)
Ore ($/bcm Ore)                                4.210        2.240        2.417      2.013      2.040    2.242    2.274     2.236
Waste ($/bcm Waste)                            3.740        1.940        2.072      1.481      1.488    1.291    1.302     1.520
Total ($/bcm Total Material)                   3.783        1.962        2.099      1.625      1.693    1.644    1.663     1.820

TOTAL MINING COST ($000)
Mobilization                                     467(1)       309(1)       776(1)     184(2)       -        -        -         -
Ore                                               85          455          539      4,482      6,193    6,808    6,905     6,790
Waste                                            747        4,874        5,622      8,811      7,650    6,640    6,695     6,399
Total                                          1,299        5,638        6,937     13,477     13,843   13,448   13,600    13,189

                                                        TARGET PRICE CALCULATION

REVENUE ($000)                                                           6,937     13,477     13,843   13,448   13,600    13,189

COST ($000)
   Direct Costs                                                          4,248      8,230      8,641    8,606    8,895     8,991
   Depreciation                                                            859      1,776      1,851    1,857    1,838     1,555
   Corporate G&A                                                           434        700        700      700      700       700
   Fee                                                                   1,396      2,771      2,651    2,285    2,167     1,943

Actual Capital Employed ($000)                                          11,252     13,854     13,255   11,426   10,837     9,716
Calculation Capital Employed ($000)                                      6,981     13,854     13,255   11,426   10,837     9,716

ROCE                                                                      20.0%      20.0%      20.0%    20.0%    20.0%     20.0%

Max Fee Percentage of Costs                                                 26%        26%        24%      21%      19%       18%
Min Fee @ 15% of Costs ($000)                                              831      1,606      1,679    1,674    1,715     1,687

<CAPTION>
                                                      YR 6     YR 7    YR 8      YR 9     TOTAL
<S>                                                  <C>      <C>     <C>       <C>       <C>
Percent of Year                                       1.00     1.00    1.00      0.36       8.98
PRODUCTION (BCM 000)
Ore                                                  3,036    3,036   3,036     1,020     24,724
Waste                                                  911      324     374        80     29,989
Total                                                3,947    3,360   3,411     1,100     54,714

UNIT COST SUMMARY (NO MOB COSTS)
Ore ($/bcm Ore)                                      2.517    2.569   2.745     2.953      2.366
Waste ($/bcm Waste)                                  1.984    2.059   2.061     2.342      1.509
Total ($/bcm Total Material)                         2.394    2.520   2.670     2.908      1.896

TOTAL MINING COST ($000)
Mobilization                                             -        -       -         -        960
Ore                                                  7,643    7,800   8,334     3,011     58,505
Waste                                                1,807      667     772       188     45,251
Total                                                9,450    8,467   9,106     3,199    104,716

REVENUE ($000)                                       9,450    8,467   9,106     3,199    104,716

COST ($000)
   Direct Costs                                      5,553    4,915   6,366     2,502     66,947
   Depreciation                                      1,428    1,398     845        70     13,477
   Corporate G&A                                       700      700     700       254      6,288
   Fee                                               1,768    1,454   1,195       372     18,004

Actual Capital Employed ($000)                       8,842    7,269   5,977     5,127
Calculation Capital Employed ($000)                  8,842    7,269   5,977     1,861     90,018

ROCE                                                  20.0%    20.0%   20.0%     20.0%      20.0%

Max Fee Percentage of Costs                             23%      21%     15%       15%
Min Fee @ 15% of Costs ($000)                        1,152    1,052   1,187       424
</TABLE>

(1) $250,000 was authorized in the Limited Authorization to Proceed and will be
    billed in the January 2004 end of month invoice.
    $217,000 will be billed in the February 2004 end of month invoice.
    $309,000 will be billed in the March 2004 end of month invoice.

(2) $138,000 will be billed in the November 2004 end of month invoice.
    $46,000 will be billed in the July 2005 end of month invoice.

<PAGE>

<TABLE>
<CAPTION>

                                    EXHIBIT B
                                 CERRO SAN PEDRO
                              EQUIPMENT LEASE TERMS

                                                                  Initial Capital   Life              Monthly
  Equipment Description                      Serial Number            Basis        (years)          Lease Rate
  ---------------------                      -------------        ---------------   -----           ----------
<S>                                          <C>                  <C>               <C>             <C>
Driltech DK55S Blasthole Drill                                     $ 1,000,000        7               $ 11,905
Driltech DK55S Blasthole Drill                                     $   500,000        7               $  5,952
IR ECM 490 Hydraulic Drill                                         $   185,000        5               $  3,083
CAT 992G Loader                                                    $   850,000        5               $ 14,167
CAT 992G Loader                                 7MJ059             $   200,000        5               $  3,333
RH 120 Hydraulic Shovel                                            $ 1,500,000        7               $ 17,857
RH 120 Hydraulic Shovel                         72767-A            $   300,000        5               $  5,000
CAT 777B Haul Truck                            4YC01454            $   200,000        5               $  3,333
CAT 777B Haul Truck                            4YC01455            $   225,000        5               $  3,750
CAT 777B Haul Truck                            4YC01457            $   225,000        5               $  3,750
CAT 777B Haul Truck                             4YC1452            $   215,000        5               $  3,583
CAT 785 Haul Truck                             8GB00460            $   450,000        7               $  5,357
CAT 785 Haul Truck                             8GB00466            $   450,000        7               $  5,357
CAT 785 Haul Truck                             8GB00468            $   450,000        7               $  5,357
CAT 785 Haul Truck                             8GB00674            $   500,000        7               $  5,952
CAT 785 Haul Truck                             8GB00392            $   450,000        7               $  5,357
CAT 785 Haul Truck                             8GB00472            $   450,000        7               $  5,357
CAT D10R Track Dozer                           3KR00593            $   300,000        5               $  5,000
CAT D10R Track Dozer                                               $   300,000        5               $  5,000
CAT D8R Track Dozer                            7XM01793            $   200,000        5               $  3,333
CAT 16H Motor Grader                          6ZJ000399            $   195,000        5               $  3,250
CAT 16H Motor Grader                                               $   285,000        5               $  4,750
CAT 834B Tire Dozer                                                $   350,000        5               $  5,833
CAT 773 Water Truck                                                $   200,000        5               $  3,333
CAT 773 Water Truck                                                $   200,000        5               $  3,333
Lube/Fuel Truck                                                    $   180,000        5               $  3,000
Lube/Fuel Truck                                                    $   177,000        5               $  2,950
Mechanic Truck                                                     $   107,000        5               $  1,783
Mechanic Truck                                                     $   107,000        5               $  1,783
Boom/Flatbed Truck                                                 $   169,000        5               $  2,817
70 tonne Crane                                                     $   150,000        5               $  2,500
RT Crane                                                           $   185,000        5               $  3,083
VR90 Forklift                                                      $    55,000        5               $    917
Manbus (2)                                                         $    50,000        5               $    833
Pickup Truck (6)                                                   $   140,000        3               $  3,889
Light Plant (10)                                                   $    75,000        5               $  1,250
GPS Survey System                                                  $    60,000        5               $  1,000
GPR System                                                         $    75,000        5               $  1,250
Sediment Control                                                   $   100,000        3               $  2,778
Maint. Inventory and Supplies                                      $   300,000        3               $  8,333
Truck Shop and Office                                              $   820,000        7               $  9,762
Office Eq.                                                         $    50,000        3               $  1,389

Equipment Depreciation                                             $12,980,000                        $191,599
Capital Fee                                                                                           $125,000
                                                                                                      --------
Total Lease Rate                                                                                      $316,599
</TABLE>

Notes:
1. The capital costs and lives in this Exhibit are preliminary and budgetary as
the actual equipment has not all been identified and purchased. As equipment is
purchased, or sold, this exhibit will be updated and the costs billed to the
Owner adjusted accordingly.

2. The Monthly Lease Rate is calculated by dividing the capital values by the
life in months, plus a monthly capital fee.

<PAGE>

                                    EXHIBIT C
                                 CERRO SAN PEDRO
                            EXTRA WORK RATE SCHEDULES

<TABLE>
<CAPTION>
         CERRO SAN PEDRO                                US$
     MINING BID - AUGUST 2003                         BID RATE
EQUIPMENT RATES INCLUDING OPERATOR                     $/HR
     FUEL COSTS NOT INCLUDING                         W/ OPER
--------------------------------------------------------------
<S>                                                   <C>
             Cat 777C                                  89.00
             Cat 785B                                 119.00
             Cat 773C                                  58.00
              Cat 16G                                  53.00
             Cat 992G                                 112.00
             O&K RH120                                269.00
             Cat 834G                                  94.00
         Drilltech DK 55S                             160.00
             Cat D-10R                                110.00
</TABLE>

<TABLE>
<CAPTION>
          CERRO SAN PEDRO                               US$
     MINING BID - AUGUST 2003                          TOTAL
            LABOR RATES                             ($/OPER HR.)
---------------------------------------------------------------
<S>                                                 <C>
          Shovel Operator                               6.00
           Shovel Oiler                                 3.30
          Plant Operator                                6.00
            Welder "A"                                  6.00
           Mechanic "A"                                 6.00
          Electrician "A"                               6.00
          Loader Operator                               6.00
        Equipment Operator                              4.20
           Truck Driver                                 4.20
            Welder "B"                                  4.20
           Mechanic "B"                                 4.20
          Electrician "B"                               4.20
             Warehouse                                  4.20
             Servicer                                   4.20
              Laborer                                   2.80
</TABLE>

<PAGE>

                                    EXHIBIT D
                                CERRO SAN PEDRO
                                  MINE SCHEDULE

<TABLE>
<CAPTION>
   PERIOD                ORE                 WASTE              TOTAL             ORE             WASTE             TOTAL
--------------------------------------------------------------------------------------------------------------------------
                     TONNES (000)         TONNES (000)       TONNES (000)       BCM (000)        BCM (000)        BCM (000)
--------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                  <C>                <C>                <C>              <C>              <C>
Yr 0 - Access              50                  701                751               20                284              304
 Yr 0 - PP                500                6,000              6,500              202              2,429            2,631
  Yr 1 Q1               1,000                4,050              5,050              405              1,640            2,045
  Yr 1 Q2               1,250                3,800              5,050              506              1,538            2,044
  Yr 1 Q3               1,500                3,550              5,050              607              1,437            2,044
  Yr 1 Q4               1,750                3,300              5,050              709              1,336            2,045
  Yr 2 Q1               1,875                3,175              5,050              759              1,285            2,044
  Yr 2 Q2               1,875                3,175              5,050              759              1,285            2,044
  Yr 2 Q3               1,875                3,175              5,050              759              1,285            2,044
  Yr 2 Q4               1,875                3,175              5,050              759              1,285            2,044
   Yr 3                 7,500               12,700             20,200            3,036              5,142            8,178
   Yr 4                 7,500               12,700             20,200            3,036              5,142            8,178
   Yr 5                 7,500               10,400             17,900            3,036              4,211            7,247
   Yr 6                 7,500                2,250              9,750            3,036                911            3,947
   Yr 7                 7,500                  800              8,300            3,036                324            3,360
   Yr 8                 7,500                  925              8,425            3,036                374            3,410
   Yr 9                 2,519                  198              2,717            1,020                 80            1,100
  Total                61,069               74,074            135,143           24,721             29,988           54,709
</TABLE>

<PAGE>

                               CERRO DE SAN PEDRO
                                    EXHIBIT E

                       List of Drawings and Specifications

<TABLE>
<CAPTION>
<S>                            <C>                                                <C>
Mine Plan Tables               Mine Plan total tons by Period                     Prod30Jul.xls

                               Mine Plan by Period by Rock Type                   Pscd030721.xls

Mine Plan Drawings             Phase 1 Limit with buffer around town              B150m_2d_phs1.dwg

                               Phase 2 Limit with buffer around town              B150m_2d_phs2.dwg

                               Phase 3 Limit                                      Fig10_Phase3.dwg

                               General Arrangement of Mine Operation              2000Mine-Simple-
                               - per Glamis Gold                                  90_Esp.dwg

Reference Drawings             Area topography and existing infrastructure        Pedro1-9-2000.dwg

                               Existing Underground Workings as Known             AllTunnels.dxf
</TABLE>

Other Specifications:

      -     Fuel will be provided by MSX

      -     Assumed powder factor is 0.15 kg/tonne material

      -     Operating Schedule is Mon - Sat 24 hours/day

      -     Base Labor Rates Provided by MSX April 2003

<PAGE>

                                    EXHIBIT F
                                 CERRO SAN PEDRO
                            MINERAL PROPERTY SUMMARY

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                            CERRO SAN PEDRO MINERAL CONCESSIONS
--------------------------------------------------------------------------------------------------
 GROUP        CONCESSION NAME          CONCESSION TYPE            TITLE NUMBER           HECTARES
--------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                      <C>                      <C>
GROUP 1.
100% Minera San Xavier
--------------------------------------------------------------------------------------------------
 1.          La Princesa                 Exploitation                 180298               5.5916
--------------------------------------------------------------------------------------------------
 2.          La Princesa Poniente        Exploitation                 180366               0.0076
--------------------------------------------------------------------------------------------------
 3.          Begonia                     Exploitation                 181179              10.0000
--------------------------------------------------------------------------------------------------
 4.          Santa Ana                   Exploitation                 180598               8.0000
--------------------------------------------------------------------------------------------------
 5.          Santa Ana Sur               Exploitation                 180597               1.5076
--------------------------------------------------------------------------------------------------
 6.          Los Blancos                 Exploitation                 181180               9.0394
--------------------------------------------------------------------------------------------------
 7.          Gorgorron                   Exploitation                 180300               9.6250
--------------------------------------------------------------------------------------------------
 8.          San Nicolas                 Exploitation                 180608               6.9788
--------------------------------------------------------------------------------------------------
 9.          San Nicolas Sur             Exploitation                 180610               1.4896
--------------------------------------------------------------------------------------------------
10.          San Nicolas Suroeste        Exploitation                 180609               0.1923
--------------------------------------------------------------------------------------------------
11.          Los Riscos                  Exploitation                 182282               4.3474
--------------------------------------------------------------------------------------------------
12.          La Concepcion               Exploitation                 182281               4.0000
--------------------------------------------------------------------------------------------------
                                                                Subtotal                  60.7793
--------------------------------------------------------------------------------------------------
GROUP 2.
Optionor:  Roberto Alcalde Garcia - Cristina 2 Group
--------------------------------------------------------------------------------------------------
13.          Cristina 2                  Exploitation                 180938               0.5537
--------------------------------------------------------------------------------------------------
14.          Gama                        Exploitation                 179256              41.6391
--------------------------------------------------------------------------------------------------
15.          La Canoa 3                  Exploitation                 184906               0.0051
--------------------------------------------------------------------------------------------------
16.          Omega 2                     Exploitation                 180958               0.1687
--------------------------------------------------------------------------------------------------
17.          La Canoa 2                  Exploitation                 180948               0.6649
--------------------------------------------------------------------------------------------------
18.          Cristina                    Exploitation                 186321              93.6228
--------------------------------------------------------------------------------------------------
19.          La Canoa                    Exploitation                 186370               3.4799
--------------------------------------------------------------------------------------------------
20.          Omega                       Exploitation                 193390               2.0576
--------------------------------------------------------------------------------------------------
                                                                Subtotal                 142.1918
--------------------------------------------------------------------------------------------------
GROUP 3.
100% MSX
--------------------------------------------------------------------------------------------------
21.          San Salvador                Exploitation                 186268              12.9399
--------------------------------------------------------------------------------------------------
22.          Tribilin                    Exploitation                 187088              18.2808
--------------------------------------------------------------------------------------------------
23.          La Victoria                 Exploitation                 185387              10.3797
--------------------------------------------------------------------------------------------------
24.          Gabriel                     Exploitation                 211849              18.0000
--------------------------------------------------------------------------------------------------
                                                                Subtotal                  59.6004
--------------------------------------------------------------------------------------------------
GROUP 4.
100% MSX
--------------------------------------------------------------------------------------------------
25.          Barreno                     Exploitation                 179603              11.2359
--------------------------------------------------------------------------------------------------
                                                                Subtotal                  11.2359
--------------------------------------------------------------------------------------------------
GROUP 5.
100% MSX

--------------------------------------------------------------------------------------------------
26.          Porvenir IV Fracc. A        Exploration                  201484              51.7965
--------------------------------------------------------------------------------------------------
27.          Porvenir IV Fracc. B        Exploitation                 216926               1.3237
--------------------------------------------------------------------------------------------------
28.          Porvenir V                  Exploitation                 218428              11.7876
--------------------------------------------------------------------------------------------------
                                                                Subtotal                  64.9078
--------------------------------------------------------------------------------------------------
GROUP 6.
Optionor:  Antonio Alvarez Ruiz-Porvenir Group

--------------------------------------------------------------------------------------------------
29.         Porvenir                    Exploitation                 214835                4.4241
--------------------------------------------------------------------------------------------------
30.         Porvenir I                  Exploitation                 183925               12.0000
--------------------------------------------------------------------------------------------------
31.         Porvenir II                 Exploitation                 186269                2.9981
--------------------------------------------------------------------------------------------------
32.         El Porvenir III             Exploitation                 212189               11.9902
--------------------------------------------------------------------------------------------------
                                                                Subtotal                  31.4124
--------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>         <C>                         <C>                    <C>                     <C>
GROUP 7.
100% MSX
--------------------------------------------------------------------------------------------------
33.         Toro de Oro                 Exploitation                 206548               99.5187
--------------------------------------------------------------------------------------------------
                                                               Subtotal                   99.5187
--------------------------------------------------------------------------------------------------
GROUP 9.
100% MSX
--------------------------------------------------------------------------------------------------
34.         Pedro                       Exploitation                 217859             1969.5069
--------------------------------------------------------------------------------------------------
35.         Pedro 2                     Exploitation                 219079              421.4346
--------------------------------------------------------------------------------------------------
                                                               Subtotal                 2390.9415
--------------------------------------------------------------------------------------------------
GROUP 10.
100% MSX
--------------------------------------------------------------------------------------------------
36.         La Loteria                  Exploitation                 184377                3.8809
--------------------------------------------------------------------------------------------------
37.         San Fausto                  Exploitation                 179722                1.5000
--------------------------------------------------------------------------------------------------
38.         Maria del Pilar             Exploitation                 179259                0.0049
--------------------------------------------------------------------------------------------------
39.         El Campeon                  Exploitation                 179257                0.2072
--------------------------------------------------------------------------------------------------
                                                               Subtotal                    5.5930
--------------------------------------------------------------------------------------------------
GROUP 11.
100% MSX
--------------------------------------------------------------------------------------------------
40.         Gitano  2004                Exploration                  208096               64.0000
--------------------------------------------------------------------------------------------------
41.         La Virgen  2004             Exploration                  208466                10.000
--------------------------------------------------------------------------------------------------
42.         Mark  2005                  Exploration                  210667                0.0529
--------------------------------------------------------------------------------------------------
43.         Aracely  2005               Exploration                  210668                9.3396
--------------------------------------------------------------------------------------------------
44.         Davide  2006                Exploration                  211606                0.0788
--------------------------------------------------------------------------------------------------
45.         Maria Sofia  2007           Exploration                  215378                0.2470
--------------------------------------------------------------------------------------------------
46.         Laura Maria  2007           Exploration                  215499                1.0976
--------------------------------------------------------------------------------------------------
47.         Tania  2007                 Exploration                  215896                0.6660
--------------------------------------------------------------------------------------------------
                                                               Subtotal                   85.4819
--------------------------------------------------------------------------------------------------
                                                                      TOTAL            2,951.6627
--------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                    EXHIBIT G
                                 CERRO SAN PEDRO
                                 STAND-BY RATES

EQUIPMENT STANDBY RATES WITH OPERATOR

<TABLE>
<CAPTION>
                                 HOURLY COST                     WEEKLY COST
   EQUIPMENT                        ($US)                           ($US)
----------------------------------------------------------------------------
<S>                              <C>                             <C>
    Cat 777C                         $31                           $3,170
    Cat 785B                         $42                           $4,290
    Cat 773C                         $22                           $2,250
    Cat 16G                          $20                           $2,040
    Cat 992G                         $43                           $4,390
   O&K RH120                         $71                           $7,250
    Cat 834G                         $35                           $3,570
Drilltech DK 55S                     $49                           $5,000
   Cat D-10R                         $35                           $3,570
</TABLE>

EQUIPMENT STANDBY RATES WITHOUT OPERATOR

<TABLE>
<CAPTION>
                                           HOURLY COST                    WEEKLY COST
  EQUIPMENT                                   ($US)                          ($US)
-----------------------------------------------------------------------------------
<S>                                        <C>                            <C>
   Cat 777C                                    $26                           $2,660
   Cat 785B                                    $37                           $3,780
   Cat 773C                                    $17                           $1,740
   Cat 16G                                     $15                           $1,530
   Cat 992G                                    $36                           $3,680
   O&K RH120                                   $64                           $6,530
   Cat 834G                                    $30                           $3,060
Drilltech DK 55S                               $44                           $4,490
   Cat D-10R                                   $30                           $3,060
</TABLE>

<PAGE>

                                    EXHIBIT H
                                CERRO SAN PEDRO
                                 DEMOBILIZATION
                                    ($US 000)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
PRE-PRODUCTION         YR 1       YR 2      YR 3      YR 4       YR 5       YR 6       YR 7       YR 8        YR 9
---------------------------------------------------------------------------------------------------------------------------
<S>                    <C>        <C>       <C>       <C>        <C>        <C>        <C>        <C>         <C>
     960               960        960       960       960        960        960        960        960          0
</TABLE>

Note: Demobilization will be zero for the year the orebody is mined out. This
may be sooner than Year 9.

<PAGE>

                                    EXHIBIT I
                                CERRO SAN PEDRO
                                 TARGET PRICING
                                   $US (000)

               EXAMPLE FEE CALCULATION WITH INCENTIVE ADJUSTMENT

                                 IF COST OVERRUN

<TABLE>
<CAPTION>
                                          TARGET
<S>                                    <C>     <C>
PRODUCTION (BCM 000)
Ore                                               3,000
Waste                                             5,100
Total                                             8,100

UNIT COST SUMMARY (NO MOB COSTS)
Ore ($/bcm Ore)                                $   2.24
Waste ($/bcm Waste)                            $   1.29
Total ($/bcm Total Material)                   $   1.64

TOTAL MINING PRICE
    Mobilization                                      -
    Ore                                        $  6,721
    Waste                                      $  6,579
    Capitalized Pre-Strip
Total                                          $ 13,300

AVERAGE CAPITAL EMPLOYED                       $ 11,500

Contractor Fee Calculation
    Pre-tax Net Income (% ROCE)        20%     $  2,300

CONTRACTOR FEE                                 $  2,300

Target Price of Work                           $ 13,300
Actual Cost of Work                            $ 13,000
Contractor Fee                                 $  2,300
Incentive Adjustment                           $ (2,000)

NET COST TO MSX (50% OF INCENTIVE)             $ (1,000)
</TABLE>

<PAGE>

                                    EXHIBIT I
                                 CERRO SAN PEDRO
                                 TARGET PRICING
                                       $US

                EXAMPLE FEE CALCULATION WITH INCENTIVE ADJUSTMENT

                                IF COST UNDERRUN

<TABLE>
<CAPTION>
                                          TARGET
<S>                                    <C>     <C>
PRODUCTION (BCM 000)
Ore                                               3,000
Waste                                             5,100
Total                                             8,100
UNIT COST SUMMARY (NO MOB COSTS)
Ore ($/bcm Ore)                                $   2.24
Waste ($/bcm Waste)                            $   1.29
Total ($/bcm Total Material)                   $   1.64
TOTAL MINING PRICE
    Mobilization                                      -
    Ore                                        $  6,721
    Waste                                      $  6,579
    Capitalized Pre-Strip
Total                                          $ 13,300
AVERAGE CAPITAL EMPLOYED                       $ 11,500

Contractor Fee Calculation
    Pre-tax Net Income (% ROCE)        20%     $  2,300
CONTRACTOR FEE                                 $  2,300

Target Price of Work                           $ 13,300
Actual Cost of Work                            $  9,000
Contractor Fee                                 $  2,300
Incentive Adjustment                           $  2,000
NET SAVINGS TO MSX (50% OF INCENTIVE)          $  1,000
</TABLE>

<PAGE>

                                    EXHIBIT J
                                 CERRO SAN PEDRO
                           EARLY TERMINATION SCHEDULE
                                    ($US000)

<TABLE>
<CAPTION>
                                 Early
    Period                  Termination Fee
    ------                  ---------------
<S>                         <C>
Pre-Production                  10,600
    Year 1                       9,200
    Year 2                       6,500
    Year 3                       3,800
    Year 4                       2,000
    Year 5                       1,400
    Year 6                       1,100
    Year 7                         700
    Year 8                         400
    Year 9                           -
</TABLE>

Notes: 1. These fees will be in addition to the demobilization costs as
       presented in Exhibit H.

      2. This schedule will be reviewed on an annual basis and adjusted as
      required to reflect the estimated ore reserves mine-out date.
<PAGE>

                                    EXHIBIT G

                             MSX PERMIT CONDITIONS

                                   (ATTACHED)

<PAGE>

                          NATIONAL INSTITUTE OF ECOLOGY

                    GENERAL DIRECTION OF ECOLOGICAL ORDINANCE
                            AND ENVIRONMENTAL IMPACT

                                                 Mexico City, February 26, 1999.

MR. WILLIAM COPELAND DODGE VELASCO
GENERAL MANAGER AND LEGAL REPRESENTATIVE OF
MINERA SAN XAVIER, S.A. DE C.V.
JOAQUIN PARDAVE NO. 492
FRACCIONAMIENTO TANGAMANGA
San Luis Potosi, S.L.P.
TEL (48) 11-8916, FAX, (48) 11-3382

After analysis and evaluation of the Environmental Impact Statement, in its
general mode, the Risk Analysis in its Detailed Risk Analysis mode, the
Justifying Technical Study for the change in land use, and additional
information, of the mining-metallurgical open cut exploitation and heap leaching
of minerals with gold and silver contents denominated "CERRO SAN PEDRO" with a
presumed location in the public land of "Cerro San Pedro", "Cuesta de Campa",
"Palma de la Cruz", and several properties located in the "Comunidad da La
Zapatilla", in the Cerro San Pedro municipality, in the state of San Luis
Potosi, submitted by MINERA SAN XAVIER S.A. DE C.V., that will be denominated as
the PROMOTER, and

                                   RESULTING:

I.    On August 1st, 1997, the communication No. 1960 with the same date was
      received in the Federal Delegation of the Environment, Natural Resources
      and Fisheries Ministry (Delegacion Federal de la Secretaria de Medio
      Ambiente, Recursos Naturales y Pesca, SEMARNAP), in the state of San Luis
      Potosi, through which the Promoter requested:

      "the authorization for the change in land use (land rezoning) with an area
      of 360-00-00 has in lands located in the public land of Palma de la Cruz,
      Cerro de San Pedro, Cuesta de Campa, and other private properties in the
      Cerro de San Pedro municipality, which will be used to build a
      mining-metallurgical gold and silver producer unit. There's no official
      classification for the use of the land in the study area, even though
      INEGI defines it indistinctively as of 'forestal use or cattle pasture and
      collective use'. The request for change In land use is to 'others', that
      specifically will consist in the development of an industrial mining
      complex".

II.   On September 1st, 1997 the communication dated August 29, 1997 was
      received in the SEMARNAP Federal Delegation, in the state of San Luis
      Potosi, through which the Promoter submitted the Preventative Report to
      evaluate the construction of two explosive magazines in the Mining
      District of Cerro de San Pedro, presumably located approximately at a 2
      kms distance straight from the Cerro de San Pedro town, in the state of
      San Luis Potosi, considering them as works associated with the "CERRO SAN
      PEDRO" project.

III.  On September 1st, 1997 the communication dated August 29, 1997 was
      received in the SEMARNAP Federal Delegation in the state of San Luis
      Potosi, through which the "Promoter" submitted a modification report to
      the Preventative Report that was conditionally approved by the General
      Direction of Ecological Ordinance and Environmental Impact with the
      official document D.O.O.DGOEIA.-05605 dated November 6, 1996, with the
      purpose of carrying out the new core drilling stage, in the Mining
      District of Cerro de San Pedro, in the state of San Luis Potosi, for its
      evaluation on the matter.

<PAGE>

IV.   On October 8, 1997 the communication dated October 8, 1997, was received
      in the SEMARNAP Federal Delegation in the state of San Luis Potosi,
      through which the "Promoter" asked for authorization for the construction
      of a mining-metallurgical unit in the Mining District of "Cerro de San
      Pedro", with a presumed location in the public land of "Cerro San Pedro",
      "Cuesta de Campa", "Palma de la Cruz", and several properties located in
      the "Comunidad de La Zapatilla", in the Cerro San Pedro municipality, in
      the state of San Luis Potosi; for this purpose, it submitted the
      Environmental Impact Statement, in its general mode, and the Risk
      Analysis, in the Detailed Risk Analysis mode, as well as other support
      documents, for its corresponding evaluation.

V.    On October 10, 1997, the official document No. 1085 dated October 10, 1997
      was received in the General Direction of Ecological Ordinance and
      Environmental Impact, through which the SEMARNAP Federal Delegation in the
      state of San Luis Potosi, submitted the following information for the
      "CERRO SAN PEDRO" project evaluation, promoted by Minera San Xavier, S.A.
      de C.V.:

      1.    Volumes I and II of the Environmental Impact Statement in its
            general mode.

      2.    The Project Executive Summaries.

      3.    The Risk Analysis in the Detailed Risk Analysis mode.

      As attachments:

      4.    Volumes IIIA and IIIB of the Environmental Impact Statement, in its
            general mode.

      5.    The explosive magazines construction and access routes.

      6.    Volume II: Risk Analysis Technical Appendix.

      And as reference to the Environmental Impact Studies:

      7.    The geophysical resistivity studies to determine the possible
            existence of underground workings under the San Pedro Church in the
            Cerro San Pedro town, in the state of San Luis Potosi.

      8.    Blasting considerations for old buildings in the projected open cut
            mine at Cerro de San Pedro, San Luis Potosi

      9.    The adverse effect analysis in the use of explosives for rock
            fragmentation in mining operations.

      10.   The Seismic Tomography Study Report carried out in the surroundings
            of the San Pedro Church.

VI.   On October 10, 1997, copy of the official document No. 401-8124-1317/97
      dated August 5, 1997 was received in the General Direction of Ecological
      Ordinance and Environmental Impact, through which the National Institute
      of Anthropology and History, San Luis Potosi Center, sent to Mr. Jose Luis
      Leyva Astudillo, SEMARNAP's Federal Delegate in the state of San Luis
      Potosi, with the following information:

      1.    Its Technical Resolution.

      2.    A recommendation letter.

      3.    The Federal Declaration of the preservation area in Cerro San Pedro
            (maps attached), and

      4.    The State Declaration of the preservation area in Cerro San Pedro
            (maps attached).

      This last in order to support the Environmental Impact Evaluation of the
      referred project and consider the fact that, presenting a protection
      perimeter for the Cerro de San Pedro town is sustained in the handling of
      the necessary area to minimize the impact that historical monuments could
      be susceptible of suffering.

VII.  On October 16, 1997, Minera San Xavier, S.A. de C.V. published an abstract
      of the Environmental impact Statement in its general mode, for the mining
      exploitation project

<PAGE>

      "Cerro San Pedro", in two newspapers of State circulation, according with
      the 34 Article, Fraction 1, of the General Law of Ecological Balance and
      Environment Protection.

VIII. On October 22, 1997, a communication dated October 20, 1997 was received
      in the SEMARNAP Federal Delegation in the state of San Luis Potosi sent by
      the Pro Ecological San Luis Group, through which it requested for public
      knowledge the Environmental impact Statement of the "CERRO SAN PEDRO"
      project.

IX.   By the official document D.O.O.DGOEIA-06798 dated October 22, 1997, the
      General Direction submitted the "Cerro de San Pedro" project Risk
      Analysis, Detailed Risk Analysis mode to the General Direction of
      Materials, Hazardous Waste and Dangerous Activities of the National
      Institute of Ecology for its technical resolution.

X.    On October 27, 1997 a communication without number, was received in the
      SEMARNAP Federal Delegation in the state of San Luis Potosi, through which
      the "Promoter" submitted the "ATTACHMENT TO THE ENVIRONMENTAL IMPACT
      STATEMENT IN ITS GENERAL MODE, REQUESTING THE FOREST LAND USE CHANGE OF
      THE CERRO SAN PEDRO MINING EXPLOITATION PROJECT CORRESPONDING TO THE
      RELOCATION OF THE LA ZAPATILLA TOWN, CERRO SAN PEDRO, SAN LUIS POTOSI" for
      its evaluation.

XI.   From November 3, 1997, the "CERRO SAN PEDRO" project file was open to the
      public for consultation at the SEMARNAP Federal Delegation installations
      in the state of San Luis Potosi, and the Document Center of the National
      Institute of Ecology, according with Article 34 of the General Law of
      Ecological Balance and Environment Protection.

XlI.  On November 17, 1997 a communication dated November 14, 1997, file number
      2813, was received in the SEMARNAP Federal Delegation in the state of San
      Luis Potosi, through which the Pro Ecological San Luis Group requested to
      this Ministry that in coordination with the State authorities a Public
      Meeting was convoked in relationship with the project of Minera San
      Xavier, according with Article 34, Fraction III of the General Law of
      Ecological Balance and Environment Protection.

XIII. On November 21, 1997, through the official document No. 1234 dated
      November 13, 1997, the SEMARNAP Federal Delegation in San Luis Potosi,
      asked to the Northeast Regional Management office of the Water National
      Commission (CNA), their technical opinion related to the water use and
      consumption required by the "Promoter" for the "CERRO SAN PEDRO" project
      operation, and, for being of its competence area, the CNA will judge
      whatever is relevant for its interest in regard to concession that might
      eventually be granted.

XIV.  On December 10, 1997, the official document No. 1327 dated November 28,
      1997 was received in the General Direction of Ecological Ordinance and
      Environmental Impact, sent by the SEMARNAP Federal Delegation in the state
      of San Luis Potosi, in which an attachment to the Environmental Impact
      Statement, in its general mode of the "CERRO SAN PEDRO" project,
      corresponding to the relocation of the La Zapatilla town, since its within
      the project's influence area, was submitted.

XV.   Through the official document No. 1358 dated December 10, 1997, the
      SEMARNAP Federal Delegation in the state of San Luis Potosi asked to the
      Ecology and Environmental Affairs Ministry of The State Government their
      opinion upon the "CERRO SAN PEDRO" project, promoted by the Minera San
      Xavier S.A. de C.V. company, attaching the following documents.

      1.    The Environmental Impact Statement, General mode.

      2.    The explosives magazine construction and access route.

      3.    The attachment for the Environmental Impact Statement, general mode
            of the "CERRO SAN PEDRO" mining exploitation project, corresponding
            to the relocation of the La Zapatilla town, in the Cerro San Pedro
            Municipality, San Luis Potosi.

<PAGE>

      4.    The Risk Analysis, Detailed Risk Analysis mode.

      5.    Volume II, Technical appendix to the Risk Analysis.

      6.    The geophysical resistivity studies to determine the possible
            existence of underground workings under the San Pedro Church, Cerro
            de San Pedro, San Luis Potosi.

      7.    Blasting considerations for old buildings in the open cut Cerro de
            San Pedro mine project, San Luis Potosi.

      8.    The adverse effects analysis in the use of explosives for rock
            fragmentation in mining operations.

      9.    The seismic tomography study report practiced around the San Pedro
            Church.

XVI.  Through official document No. 1393, dated December 15, 1997, received in
      the SEMARNAP General Direction on January 19, 1998, the Federal
      Delegation of SEMARNAP in the state of San Luis Potosi, submitted the copy
      of the results obtained in the Public Consultation Process, carried out
      from November 3, 1997 in the SEMARNAP Federal Delegation in the state of
      San Luis Potosi, according with article 34 of the General Law of
      Ecological Balance and Environment Protection, for the Environmental
      Impact Statement, general mode, of the "CERRO SAN PEDRO" project.

XVII. Through official document No. D.O.O.DGOEIA - 07865 dated December 16,
      1997, received by the "Promoter" on January 21, 1998, the General
      Direction requested Minera San Xavier, S.A. de C.V. the presentation of
      any additional information resulting from the visit to the project
      location, in order to continue with the evaluation in Environmental Impact
      matters of the "CERRO SAN PEDRO" project.

XVIII.Through the official document No. 1403 dated December 23, 1997, the
      SEMARNAP Federal Delegation in the state of San Luis Potosi, asked to the
      Ecology and Environmental Affairs Ministry of the State Government of San
      Luis Potosi a list of the instances that would participate in the document
      review previously sent to such Ministry, and the probable resolution date
      about the "CERRO SAN PEDRO" project.

XIX.  Through the communication No. San Luis Potosi-98009WD dated January 29,
      1998, Mr. Fred H. Lightner, legal representative of Minera San Xavier S.A.
      de C.V,, informed to this Ministry, that, from that date on, his legal
      responsibility was transferred to Mr. William Copeland Dodge Velasco,
      General Manager of the Company.

      This transfer of powers, was registered on the four hundred and twenty
      second book, JMMG /ASP / ENC, Public Instrument No. Twenty thousand one
      hundred forty one, in Mexico City, dated April twenty seven, one thousand
      nine hundred ninety eight, approved by C. Jose Maria Morera Gonzalez,
      principal officer of the Notary Public Register number one hundred and
      two of the Federal District (Mexico City).

XX.   On March 17, 1998, the SEMARNAP Federal Delegation in the state of San
      Luis Potosi published, in four State newspapers the edict to convoke to a
      Public Information Hearing of the "CERRO SAN PEDRO" mining project, in
      response to requests submitted by several organizations of civil
      character, that would take place on March 20, 1998, from 15:00 to 21:00
      hours in the Lomas Racquet Club at Cofre de Perote 52, Lomas 3" Seccion,
      in the city of San Luis Potosi, in order to collect the doubts and
      comments about the Environmental Impact Evaluation of the project, and
      include them to the Environmental Evaluation Process.

XXI.  Through the official document No. 255 dated March 16, 1998, received in
      the General Direction dated March 17, 1998, the SEMARNAP Federal
      Delegation in the state of San Luis Potosi submitted additional
      information requested to Minera San Xavier, S.A. de C.V., for the "CERRO
      SAN PEDRO" project, within the period established by the current
      Environmental legislation, as well as a copy of the preliminary advance
      report of the study "Geo-hydrologic operation of the aquifer in the Cerro
      de San Pedro Zone, S.L.P.", carried

<PAGE>

XXVII. On July 10, 1998, through the official document No. D.O.O.DGOEIA-03008,
      the Genera Direction requested for second time, according with Article 35
      Bis of the General Law of Ecological Balance and Environment Protection,
      additional information for continuing with the evaluation of the "Cerro
      San Pedro" project, due the analysis results and the considerations made
      by the technical-academic Commission of the Autonomous University of San
      Luis Potosi.

XXVIII. On August 19, 1998, the communication No. SLP98260/WCD dated August
      18,1998, was received in the General Direction through which the
      "Promoter" submitted the additional information requested for continuing
      with the evaluation in environmental impact matters of the "CERRO SAN
      PEDRO" project.

XXIX. On August 26, 1998, through the official document No. 983, the SEMARNAP
      Federal Delegation submitted to the technical-academic comission of the
      Autonomous University of San Luis Potosi the additional information
      requested for concluding their opinion about the "CERRO SAN PEDRO"
      project.

XXX.  On November 10, 1998, through the document No. SLP98372-WCD Minera San
      Xavier, S.A. de C.V. submitted to the SEMARNAP Federal Delegation in the
      state of San Luis Potosi, a copy of the official document No. BOO.E42-2023
      dated October 27 , 1998, through which the National Water Commission
      authorized the drilling of an exploratory well in the La Zapatilla area,
      in the Cerro San Pedro municipality, State of San Luis Potosi, as a
      supplement of the geo-hydrological study carried out by the Autonomous
      University of San Luis Potosi.

XXXI. Through the official document No. EC0. 01.0004/99 dated January 4, 1999,
      received in the General Direction dated January 6, 1999, the Ecology and
      Environmental Affairs of the State Government of San Luis Potosi,
      submitted to the SEMARNAP Federal Delegation in the state, the opinion of
      the State Government of San Luis Potosi related to the "CERRO SAN PEDRO"
      project, through the document "Technical-scientific opinion about the
      environmental components of the Cerro de San Pedro Project by Minera San
      Xavier", for integrating the present authorization, indicating, besides,
      the following:

      "By the strong commitment of the Autonomous University of San Luis Potosi
      with the interests of our society and state, as well as the high
      professional level and ethics of every one of the Commission members that
      prepared this document, the State Government takes responsibility of all
      of its content as public opinion related to the Environmental Components
      of the Minera San Xavier Project"

XXXII. On February 16, 1999, the communication SLP990464-WCD dated February 16,
      1999, was received by fax in this General Direction, through which the
      "Promoter" clarified to the SEMARNAP Federal Delegation in the state of
      San Luis Potosi the area to be used in the CERRO SAN PEDRO project, that
      once verified resulted to be 373.39 ha.

And

                                  CONSIDERING:

I.    That the project "CERRO SAN PEDRO", with presumed location in the public
      land of "CERRO SAN PEDRO", "Cuesta de Campa", "Palma de la Cruz", and
      several properties located in the "Comunidad La Zapatilla", in the Cerro
      San Pedro municipality in the state of San Luis Potosi, promoted by Minera
      San Xavier, S.A. de C.V., pretends to establish an open cut and heap
      leaching of minerals containing gold and silver mining-metallurgical
      exploitation unit, the change of land use in a project area of 373.39 out
      of 469.9854 total has under lease.

II.   That MINERA SAN XAVIER S.A. DE C.V. submitted copy of the leasing contract
      of:

<PAGE>

      1.    136.1549 has of land, located at the public land of Palma de la
            Cruz, Cerro de San Pedro municipality, San Luis Potosi.

      2.    290.8465 has of land, located at the public land of Cerro de San
            Pedro, Cerro de San Pedro municipality, San Luis Potosi.

      3.    42.9844 has of land, located at the public land of Cuesta de Campa,
            Cerro de San Pedro municipality, San Luis Potosi.

III.  The project Public Consultation period, established according with Article
      34, Fraction IV, of the General Law of Ecological Balance and Environment
      Protection was registered from November 3, 1997 during which 17
      communications in total were received, from several committees, neighbors
      groups, unions, and diverse civil associations from different communities:
      Citizens of San Luis Potosi, La Morena, La Joyita de la Cruz, Cuesta de
      Campa and Cerro de San Pedro, and attached to them a total of 1,696
      registers of citizens (1,242 names and signatures, 444 names and 10
      signatures),

IV.   Minera San Xavier S.A. de C.V. submitted copy of the following Concession
      Titles of Mining Exploration:

                         CERRO SAN PEDRO PROJECT, S.L.P.
                               MINING CONCESSIONS

<TABLE>
<CAPTION>
                       TITLE
     CONCESSION          No.        TYPE                             CONCESSIONAIRE                           AREA (Has)
--------------------   -----    ------------   --------------------------------------------------------       ----------
<S>                    <C>      <C>            <C>                                                            <C>
La Princesa            180298   Exploitation   Neg.Min.La Victoria y Anexas en S. Pedro, S.A. de C.V.            5.5916
La Princesa Poniente   180366        -         Nsg.Min.La Victoria Y Anexas en S. Pedro, S.A. de C.V.            0.0076
Begona                 181179        -         Neg.Min.La Victoria y Anexas en S. Pedro, S.A. de C.V.           10.0000
Santa Ana              180598        -         Neg.Min.La. Victoria y Anexas en S. Pedro, S.A. de C.V.           8.0000
Santa Ana Sur          180597        -         Neg. Min. La Victoria y Anexas en S. Pedro, S.A. de C.V.          1.5076
Los Blancos            181180        -         Neg. Min. La Victoria y Anexas en S. Pedro. S.A. de C.V.          9.0394
Gogorron               180300        -         Neg. Min. La Victoria y Anexas en S. Pedro, S.A. de C.V.          9.6250
San Nicolas            180608        -         Neg.Min.La Victoria y Anexas en S. Pedro, S.A. de C.V.            6.9788
San Nicolas Sur        180610        -         Neg. Min. La Victoria y Anexas en S. Pedro, S.A. de C.V.          1.4986
San Nicolas Suroeste   180609        -         Neg. Min. La Victoria y Anexas en S. Pedro, S.A. de C.V.          0.1923
Los Riscos             182282        -         Neg. Min La Victoria y Anexas en S. Pedro, S.A. de C.V.           4.3474
La Conceocion          182281        -         Neg. Min. La Victoria y Anexas en S. Pedro, S.A. de C.V.          4.0000
Cnstina                186231        -         Tomas and Roberto Alcalde Garcia                                 93.6220
Cnstina 2              180938        -         Tomas and Roberto Alcalde Garcia                                  0.5537
Gama                   179256        -         Tomas and Roberto Alcalde Garcia                                 41.6391
La Canoa               186370        -         Tomas and Roberto Alcaide Garcia                                  3.4799
La Canoa 2             180948        -         Tomas and Roberto Alcalde Garcia                                  0.6649
La Canoa 3             184906        -         Tomas and Roberto Alcalde Garcia                                  0.0051
Omega                  193390        -         Tomas and Roberto Alcalde Garcia                                  2.0576
Omega 2                180958        -         Tomas and Roberto Alcalde Garcia                                  0.1687
San Salvador           186268        -         Tomas Alcalde Garcia                                             12.9399
El Tribilin            187088        -         Tomas Alcalde Garcia                                             18.2808
La Victoria            185387        -         Tomas Alcalde Garcia and Gabriel Valle Echenique                 10.3797
Gabnel                 197045        -         Tomas Alcalde Garcia and Gabriel Valle Echenique                 18.0000
El Barreno             179603        -         Celia Mata Brothers                                              11.2359
El Porvenir            199546        -         Antonio Alvarez Ruiz                                              4.4200
Porvenir               183925        -         Antonio Alvarez Ruiz                                             12.0000
</TABLE>

And Surface Lands:

<TABLE>
<CAPTION>
SURFACE LAND                   NAME                      LEASED AREA (Has)
------------                   ----                      -----------------
<S>               <C>                                    <C>
     1            Palma de la Cruz Public Land              136.1549
     2            Cerro de San Pedro Public Land            290.8465
     3            Cuesta de Campa Public Land                42.9844
</TABLE>

<PAGE>

V.    That during the Public Consultation period of the "CERRO SAN PEDRO"
      project file, from November 1997, in the SEMARNAP Federal Delegation in
      the state of San Luis Potosi, according with Article 34 of the General Law
      of Ecological Balance and Environment Protection, the attendance of 21
      persons was registered, for consulting the Environmental Impact Statement
      of the project with approximately 104 consulting hours, where the proposal
      for a public information hearing was requested.

VI.   That during the technical inspection carried out to the project site
      during the period of November 12-14, 1997, by SEMARNAP Federal Delegation
      personnel, in the state of San Luis Potosi, the "Promoter" and the General
      Direction of Ecological Ordinance and Environmental Impact, several
      technical matters related to the "CERRO SAN PEDRO" project were explained,
      and submitted by the "Promoter" as additional information requested by the
      official document No. D.O.O.DGOEIA-07865, dated December 16, 1997 for the
      project evaluation.

VII.  At the Public Information Hearing of the "CERRO SAN PEDRO" mining project,
      in order to gather doubts and comments about the project execution and
      integrate them to the environmental evaluation process:

      1.    Part of the Presidium was integrated by:

            a)    Lie. Fernando Lopez Palau, Ministry of Economic Development of
                  the State

            b)    Ing. David Atisha Castillo, Ministry of Ecology and
                  Environmental Affairs of the San Luis Potosi State Government

            c)    Congressman Pedro Pablo Zepeda Sierra, Ecology Commission of
                  the State Congress

            d)    Ing. Jorge Lorda Andrade, Northeast Regional Sub-manager of
                  the National Water Commission

            e)    Ing. Antonio Aleman Fernandez, representative of the San Luis
                  Potosi Municipal President, Lic. Alejandro Zapata Perogordo

            f)    C. Baltazar Reyes Loredo, Cerro de San Pedro Municipal
                  President

            g)    C. Juan Manuel Velazquez Astudillo, SEMARNAP Federal Delegate
                  in the state, and

            h)    Biol, Ligia Butron Madrigal, Environmental Impact Director of
                  the National Institute of Ecology, Mexico, D.F.

      1.    319 persons were registered, among which there were members of
            social organizations, academies, businessmen, ecological groups,
            municipal, State and federal government institutions, as well as
            non-organized citizens interested in the project.

      2.    15 persons were registered to express their particular opinion and 7
            more gave a formal presentation. The comments and proposals
            submitted by the attendants to the Public Information Meeting were
            answered by the "Promoter" properly, summarizing both side opinions
            in the following table:
<PAGE>

<TABLE>
<S>                           <C>                                      <C>
RECLAMATION                                                            The reclamation of the area affected by the project
The company should commit     The company has expressed that the       execution, will be planned from the activities startup,
itself to restore the zone    zone has already been damaged;           without waiting to the abandonment stage, as it is
in case of pollution.         nevertheless, it does accept the         pointed out in the present authorization and as part
                              commitment of assuring the               of the General Reclamation Plan of the zone requested
                              reclamation activities in case of        By Condition No.75.
                              pollution.

WATER
If the company has in mind    The company will carry out analysis      Since there could be other options. It has been
using the water from the      of the water present in the San Pedro    requested in the Condition No.67 to the company to
San Pedro shaft, the          shaft, for verifying its metals          develop and apply an "aspersion" method of barren
metals contents should be     content and determining its use          solutions with Sodium Cyanide to the heaps, as one
analyzed prior to its use.    availability.                            of the methods to save water pretending to reduce
                                                                       its consumption as an alternative.

                                                                       The company should submit at the proper time, If it
                                                                       decides to modify the supplying source of water,
                                                                       considering the one found in the shaft of old mining
                                                                        operations, according to the Condition No.68

There's no                    There's already a geo-hydrological       The geo-hydrological study was submitted to this
geo-hydrological              study of the zone, which will be         General Direction, where it is considered that the
studies of the zone           available for consultation and           aquifer of the San Luis Potosi Valley is different
based on field work.          review.                                  from the one in the Cerro San Pedro area, fact that
                                                                       was considered for the project feasibility.

SOCIAL ASPECTS
The major percentage of       Propose an approach between the          In the competence area of this Ministry, It has
taxes should be absorbed      municipal authorities and the Public     been recommended to the company in Condition no.9 to
by the entity, for State      Finance Ministry for analyzing the       consider the social and economical benefit for the
environmental reclamation,    proposal that the taxes that will be     region, so that there could be an economical growth
since benefits should be      paid, will return to the municipality    in the zone through the personnel hiring, further
received along with the       for its application In municipal         recommendations are made in the Term 7 No.3 since
risks.                        works.                                   they go beyond this Ministry scope.

To build another town and     Currently, the negotiations for          It will be responsibility of the company to maintain
other church doesn't          voluntary relocation of the Cerro de     under monitoring and restore any damage in the
rebuild history. There        San Pedro inhabitants is at a 90%        historical buildings in Cerro San Pedro town.
should be included in the     advance.                                 According to the company's opinion, a cooperation
project plans, the areas                                               agreement with National Institute of Anthropology
for the relocation of the                                              and History for the preservation of buildings in
towns.                                                                 Cerro San Pedro. In Condition No. 32 it is stated
We won't allow the                                                     that the company should maintain a safety area around
demolition of the town,                                                the town.
neither its evacuation.
Cerro San Pedro can go on
without necessarily being
a mining town. We are not
leaving the town.

Twice a year audits by a      It is proposed a social audit as         As part of the recommendations of this Ministry to
citizenship committee are     surveillance and the installation of     the company, are those related to the promotion of
proposed.                     a citizenship committee, that reviews    Technical-scientific and citizenship committees, as
                              its operations every six months.         stated in the Term 7 numbers 2 and 3.
</TABLE>

<PAGE>

<TABLE>
<S>                           <C>                                      <C>
HISTORICAL ASPECTS
Two churches will disappear   The company pointed out that the         Considering the last events in the Cerro San Pedro
with the development of       physical conditions of the churches,     town, where several collapses have occurred in the
this project: San Nicolas     specifically San Pedro Apostol,          surroundings of the San Pedro church, it is important
Tolentino and San Pedro       presents an imminent fall risk, even     to point out that before anything, this Ministry
Apostol.                      if the company didn't operate;           considers a need the immediate agreement between the
                              nevertheless, it commits itself to       company and the National Institute of Anthropology and
The authorities should        protect and restore such churches        History, in order to carry out the proper actions that
provide assurances that the   located in the town.                     allow the preservation of the historical buildings in
Federal Law for Historical    The company developed a detailed study   Cerro San Pedro, according to the Resulting section
Monuments will be obeyed.     of seismic tomography that shows the     VI, in the Considerations section IX, and in the
                              conditions of the church, that would     Recommendation number 5.
The church could suffer       support the protection actions that
permanent damage, it is       should take place. The company will
necessary that the company    produce a photographic survey submitted
informs about its condition   to a notary public.
continuously.

TOURIST ASPECTS
The zone has unique           The company doesn't reject the           Having in mind the importance of the municipality's
aesthetic characteristics     tourist projects execution in the        development, this Ministry has recommended to the
even though it is not         zone, and therefore invited those        company in the Term 7, Nos. 3 and 4, that in
mentioned in the study, and   interested to have a meeting to          coordination with the State and municipal
therefore is frequently       analyze the project availability.        governments, carries out actions that promote
visited by artists,                                                    benefits for region inhabitants, not only in the
painters, musicians, and                                               social aspect, but also in the economical one.
photographers.
We have already submitted a
tourist-based project that
would generate 400 jobs on
the short term.

FLORA AND FAUNA
Flora and fauna can be        A rescue program for flora species       The vegetation and fauna preservation is extremely
relocated for their           under protection status will be          important and therefore included in the Conditions
preservation.                 designed, under the direction of         No. 4, 8, 14, 21 and 24.
There are three species       expert institutions.
under protection status,      The installation of a botanical
and therefore a specialist    garden is proposed.
should be hired for the
recollection of the cactus
before project start.
Identify zones where the
cactus will be relocated.
Permanent Rescue program.
If there are any species in
danger, the authorization
for the project should be
denied.

There should be a             The company pointed out that, in         The reforestation zone, will include actions that
reforestation program that    order to assure the success in the       will tend to compensate the surface vegetation lack,
includes: number of           needed reforestation, it will carry      as indicated in Condition No. 76.
participants, technical       out personally a reforestation
level, etc., considering a    program in the zone.                     Since the fertile soil layer in the zone is
specialist and a work crew.                                            superficial, Conditions Nos. ,34 and 35 indicate to
Reclamation of the soil                                                the company that it should recover for the
layers for botanical                                                   reclamation activities in the zone.
garden, reforestation area,
species rescue, etc.

The project would affect      There's no affectation upon the          The ecosystem mentioned doesn't form part of the
the oak and pine forest       Sierra de Alvarez zone.                  area where the project pretends to be developed, and
ecosystem, part of the                                                 isn't under any risk if it's carried out, and
Sierra de Alvarez where                                                therefore isn't considered for this authorization
several endangered animal
species live.

The project is located 20
kms from the protected
natural area of the Sierra
de Alvarez, and the impact
includes the oak area on the
top of the Monte Caldera.
</TABLE>

<PAGE>

<TABLE>
<S>                           <C>                                      <C>
MATTERS REGARDING THE         The company stated its commitment to     Minera San Xavier, S.A. de C.V. has sated its
PROJECT DEVELOPMENT           organize as many meetings as needed      commitment to provide the public with all the
It is requested to carry      for clearing up any doubts that could    information that is required for a better
out another Public            be generated.                            understanding of the "Cerro San Pedro" project.
Information Meeting, more                                              The Public Information Hearing was carried out
public and without the need                                            according to Article 34, Fractions III and V of the
of an executive summary.                                               General Law of Ecological Balance and Environmental
                                                                       Protection, in the place that was found available at
Organization of this forum                                             the time, with enough capacity for all the
is given in hurried terms.                                             attendance.
The forums can take place
anywhere.

Federal authorities should    The Environmental Impact Statement,      The Environmental impact Statement, in its specific
have requested an             submitted in its general mode, counts    mode, requested for projects with such
Environmental Impact          with supplementary information that      characteristics that could alter very particular
Statement, in the specific    provides more information than the       elements of the biotic communities components that
mode.                         one that could have been submitted in    develop in the area where they will be carried out,
                              any other mode.                          areas where there's still a good flora and fauna
                                                                       natural preservation.

                                                                       This doesn't mean that it necessarily covers all the
                                                                       necessary aspects for the activity evaluation, or that
                                                                       automatically its resolution is positive.

                                                                       The information submitted in the documents for the "Cerro San
                                                                       Pedro" mining project, exceeded the requirements included in
                                                                       the guide for developing the Environmental Impact Statement,
                                                                       in its general mode, nevertheless it was requested to the
                                                                       company further explanation over some topics that had to be
                                                                       expanded for assuring that the zone preservation and the
                                                                       prevention of some impacts that could be generated.
</TABLE>

VIII. That the "CERRO SAN PEDRO" project, promoted by Minera San Xavier, S.A. de
      C.V. is not located within any protected natural area, of federal or State
      character.

IX.   That the National Institute of Anthropology and History in the state of
      San Luis Potosi informed to the "Promoter" through the official document
      No.401-22-D 412 dated July 2, 1997, the conservation guidance that should
      be observed during the exploitation of minerals in the surroundings of the
      Cerro San Pedro town.

X.    That the area where the "CERRO SAN PEDRO" is pretended to be developed and
      promoted by Minera San Xavier, SA de C.V., it was identified the presence
      of individuals of species under different protection categories, according
      with the Official Mexican Norm NOM-059-ECOL-1994.

XI.   That the Cerro de San Pedro town has great historic importance in the
      foundation of the city of San Luis Potosi.

XII.  That the land where the open cut and heap leaching of minerals containing
      gold and silver a mining-metallurgical "CERRO SAN PEDRO" project pretends
      to be developed is considered of forest or cattle pasture use in an arid
      zone of low economical profits, and with the change in the use of land it
      is pretended to obtain a benefit for most of the Cerro de San Pedro
      community.

XIII. That Minera San Xavier, SA de C.V. has shown to be willing to obey the
      conditions that the authority establishes in Environmental Impact and Risk
      matters, integrating the best equipment and systems during the extraction
      and leaching process of materials with gold and silver contents, in behalf
      of the Cerro San Pedro town inhabitants health, the preservation of the
      ecological balance, and the respect of the life quality of the San Luis
      Potosi citizens.

<PAGE>

XIV.  That based on Article 35, in the next to the last paragraph of the General
      Law of Ecological Balance and Environment Protection, the Ministry can
      request warranties for the compliance of the conditions established in the
      authorization, in those cases specifically pointed out in the regulations
      of the law above, if during the development of works, serious damages
      could occur to the ecosystems.

      Guaranties for the CERRO SAN PEDRO project, proposed by MINERA SAN XAVIER,
      S.A. de C.V., as well as bonds that will insure the compliance with the
      terms and conditions of this authorization will be established and based
      on financial feasibility studies developed by entities with such
      capabilities and submitted to this General Direction according to the
      terms and conditions of this authorization.

Based on the preceding paragraphs and on Articles; number 28, sections III and
VII, numbers 30 and 34 sections III and V, number 35 section II and 147 of the
General Law for Ecological Balance and Protection to the Environment; numbers 5
and 20 section II of it's regulations regarding environmental impact; number 32
bis of the Organic Law for Public Federal Administration and number 60 of
SEMARNAP's internal regulations, the General Direction for Ecological Balance
and Protection to the Environment considers the San Pedro Project to be
ACCEPTABLE ACCORDING TO LEGAL RULES and has resolved THE CONDITIONAL
AUTHORIZATION of It's development and subject to the following

                                      TERMS

FIRST.- MINERA SAN XAVIER, S.A. DE C.V. is authorized in the matters of
Environmental Impact and Risk, the Land Rezoning of a desert forest area as well
as the preparation, development, maintenance, abandonment and reclamation of
the site over a surface of 373.39 ha out of 469.9854 ha that have been leased
for the development of the "Cerro San Pedro" Mining - Metallurgical project of
open pit and heap leaching operations that will treat gold - silver ore,
approximately located at the intersection of the following geographic
coordinates: 22(degree)13' North Latitude and 100(degree) 49' West Longitude, 20
kilometers northwest of the City of San Luis Potosi, in the Cerro San Pedro
Municipality, State of San Luis Potosi, The project can be described as follows:

1.    Mining - Metallurgical project to be initiated with the open pit
      exploitation of rock material at a large scale, followed by a mixed
      metallurgical process that will include the preparation of mined-out
      material (crushing, screening and transport), a hydro-metallurgical stage
      known as heap leaching and chemical precipitation or "Merrill-Crowe" and
      smelting in rotary furnaces to finalize with the production of metallic
      concentrate known as dore. The project also includes the following;

2.    Development over an area of 373.39 hectares in the municipality of Cerro
      de San Pedro, including:

<TABLE>
<CAPTION>
                       SURFACE
   DESCRIPTION        (Hectares
   -----------        ---------
<S>                   <C>
Mine area (Open Dit)    67.58
Crushing station         3.53
Dumps                  178.00
Leach pad (Phase 1)     30.15
Leach pad (Phase 2)     31.35
Leach pad (Phase 3)     36.94
Four solution ponds      1.00
Recovery plant           3.50
Office building          0.04
Lab                      0.03
Storehouse               0.11
Conveyor belt            0.75
Access roads            10.58
</TABLE>

<PAGE>

<TABLE>
<S>                          <C>
Magazines                      0.68
Relocation of La Zapatilla     9.15
   TOTAL                     373.39
</TABLE>

3.    Approximately 117 million tonnes of fragmented waste rock in different
      sizes, will be disposed of in the waste dump site, covering a surface of
      approximately 16.78 ha and 30 m high.

4.    Approximately 77 million tonnes will be deposited in the heap pads
      reaching a final height of 65 m at the end of the mine life.

5.    The conveyor belt system installed between the pit and heap pads will be 2
      Km long.

6.    During a period of eight years; 117 million tonnes of waste and 77 million
      tonnes of ore with, an average of 0.67 grams per tonne (g/t) gold and 25
      (g/t) silver will be produced.

7.    The heap leaching process through ore piles with gold and silver contents,
      will be made with a solution carrying 0.5 g/lt, of sodium cyanide.

8.    Production will be at a 32,000 tonnes per day or 9.92 million tonnes per
      annum (t/a).

9.    A metallic alloy of gold and silver known as dore, will be produced at a
      rate of 144,000 kg per year.

10.   The project will have a maximum storage capacity of 200 tonnes of sodium
      cyanide, and 250,000 liters of diesel in several tanks.

11.   The project will have barren, intermediate, pregnant and barren solution
      ponds with a capacity of 13,757 m(3),13,757m(3) and 8,139 m(3),
      respectively.

12.   There will be an additional over-board and fresh water pond with a 43,275
      m(3) pond.

13.   Clearing of the vegetation cover will require the rescue of all
      individuals of species with some protection status, amenable to relocation
      and/or it's use in the reclamation process, following the
      NOM-059-ECOL-1994 official standard.

      Clearing and stripping of the mine area will cover an extension of 67.58
      ha while the heap pads will cover 98.43 ha. Waste material will be hauled
      by trucks to the waste dump area, located to the east and northeast of the
      pit over an area of 178 ha.

      The open cut mine will be located in the southeastern slope of the SAN
      PEDRO hill. The pit will be exploited in 10 m benches for both ore and
      waste material, with the use of drilling equipment, hydraulic shovels and
      large tonnage off-road dump trucks to haul ore and waste.

14.   Mining of the gold and silver ore deposit will be made by open pit
      standard methods, while the recovery process will be made through the heap
      leaching method with the use of low concentration - sodium cyanide
      solutions and a "Merrill Crowe" plant that uses zinc powder to precipitate
      metals for later refining in a rotary smelting furnace. The main
      exploitation activities will be:

      a)    BLASTING.- Bench drilling will be blasted with the use of an
            ammonium nitrate and diesel mixture and an approximate consumption
            of 0.170 Kg per tonne. Ignition will be made with the use of cord,
            fuse and retardants to control the blast sequence and have a more
            efficient breaking of the rock.

      b)    TRANSPORT.- Rock material will be shoveled in large tonnage off-
            road dump trucks by means of two or three hydraulic 17 m(3) shovels
            and a 16 m(3) front end loader.

<PAGE>

      c)    CRUSHING. - Ore will be crushed 80% to less than 140 mm with a
            giratory crusher, piled in a 158,000 t stock pile approximately 100
            m in diameter and 47 m in height. Ore will be transported through a
            conveyor belt to the secondary and tertiary crushing stations where
            more than 80% will be reduced to less than 12.7 mm in size.
            Depending on some of the leaching characteristics of the ore, this
            might not go through the secondary and/or tertiary crushers.

      d)    HEAP LEACHING.- Ore material will be piled up on top of the heap pad
            in 5 m benches to build a final pile approximately 65 m high. Once
            in the pad, the ore will be sprayed with a Sodium Cyanide solution
            with a 0.5g/lt concentration pumped from the barren solution pond
            through a piping system at a 0.204 liters per min./m(2) rate.

            The solution will go through the ore pile, leaching contained metals
            and will collect at the bottom of the pile over an impermeable
            polyethylene base. The pregnant solution will be conducted to a rich
            solution pond for further treatment in the processing plant, or to
            the intermediate pond where it will be recycled to the heaps to be
            enriched.

      e)    RECOVERY AND REFINING OF MINERALS.- The metallurgical recovery
            process will involve the following activities:

            -     Ore crushing.

            -     Mineral leaching with low concentration cyanide solutions.

            -     Recovery of solutions in solution ponds.

            -     Recovery of gold and silver values and smelting.

            Once gold and silver have been extracted, the barren solution will
            be pumped to an intermediate solution pond to be reconditioned in
            it's sodium cyanide concentration and pH, before recycling to the
            heap pads.

            All solutions will be recycled within an impermeable, confined
            environment with neither discharges nor contact with the exterior,
            with the purpose of eliminating any possibility of soil pollution
            and avoid loosing the metal contents of the solution.

15.   SECONDARY ASSOCIATED PROJECTS.- These include the construction of office
      buildings, demolition and removal of all buildings and structures, water
      and electrical power line construction and access road.

      a)    RELOCATION OF THE LA ZAPATILLA AND CERRO DE SAN PEDRO COMMUNITIES.-
            Construction of a new population center for the La Zapatilla
            inhabitants and for the Cerro de San Pedro inhabitants in case
            they decide it so, process that will be carried out once the Company
            has covered all other requirements.

      b)    MAGAZINE AND ACCESS ROAD CONSTRUCTION.- It will follow all
            specification established by the Ministry of National Defense for
            this type of facilities.

      c)    ACCESS ROADS.- Access roads to different operation areas will be
            graded with an average width of 12 m, appropriate for the
            circulation of mining and hauling equipment. During construction
            and operation, the roads will be continuously watered to avoid dust
            Generation.

      d)    POWER LINE CONSTRUCTION.- Electrical power will be obtained from a
            primary CFE net to a transformer in the Cerro de San Pedro area that
            will regulate voltage and provide service to the mine. An average
            annual consumption of 55 MKwh is estimated for an installed capacity
            of 7,000 Kwh.

<PAGE>

      e)    WATER PROVISION.- All water required for dust suppression in roads,
            for heap pads and ponds, etc., will be subject to the authorization
            and granting of water rights by the National Water Commission.

SECOND.- This authorization is valid for a period of twelve years. Activities
during the first eight years will include mining and processing of ore as well
as the execution of a Monitoring Program and the following four will conclude
with the monitoring program, the neutralization of ore in the heap pads and
finalize the reclamation of the site.

This time limit will begin the following day of receipt of this authorization
and can be prorogued, following the judgment of this Ministry, as long as MINERA
SAN XAVIER, S.A. DE C.V. submits its request to this General Direction of
Ecological Ordinance and Environmental Impact before thirty days of the
expiration date. A copy of the last compliance of conditions report should be
attached and validated by the Environmental Protection Federal Attorney
(PROFEPA) in the State and by the different committees that will be created for
the purpose of providing a follow-up to the project.

THIRD.- MINERA SAN XAVIER, S.A. DE C.V. is subject to comply with all conditions
included in Article 21 section II of the Regulations of the General Law of
Ecological Balance and Environment Protection, regarding environmental impact,
in the case it decides not to proceed with the development of activities
referred to in this resolution. This General Direction of Ecological Ordinance
and Environmental Impact will determine the necessary measures to be followed to
avoid any negative modifications to the environment..

FOURTH.- MINERA SAN XAVIER, S.A. DE C.V. should submit previous notification to
this General Direction, of any changes to the project as stated in the
Environmental Impact Statement (General mode), Risk Analysis (Detailed Risk
Analysis mode) and Supplementary Information submitted, including future
expansions, to determine adequate actions according to the existing
environmental legislation.

It is strictly forbidden to perform preparation and construction activities
other than those specified in this authorization.

FIFTH.- According to Article 35 of the General Law of Ecological Balance and
Environment Protection, this resolution refers to the environmental aspects of
activities and works described in Title First of the same of the CERRO SAN PEDRO
PROJECT; it is the obligation of MINERA SAN XAVIER, S.A. DE C.V., to permit and
obtain other authorizations, concessions, licenses, permits and others
considered as requisite to perform and operate ail works, among which the
required permit to Change of Use from Forestry and Preferentially Forest
Characteristics, is included.

It is of its most critical responsibility the validity of all civil, mercantile
and labor agreements that have been signed to operate within the Law, as well as
its compliance and legal consequences that will be applied by the Ministry of
Environment, Natural Resources and Fisheries and/or other federal, state or
municipal authorities.

SIXTH.- The construction, operation, maintenance, closure and abandonment of the
CERRO SAN PEDRO project, shall be subject to the description made in the
Environmental Impact Statement (General mode); Risk Analysis ( Detailed Risk
Analysis mode) and its annexes and project maps submitted by MINERA SAN XAVIER,
S.A. DE C.V. as well as all measures of this resolution according to the
following

                              C O N D I T I O N S

1.    GENERAL

<PAGE>

MINERA SAN XAVIER, S.A. DE C.V., shall:

1.    Guarantee through a bond, insurance or other similar instruments, the
      proper compliance with all conditions referred to in this resolution and
      the reclamation of the project area or the attention to any contingency.

      The type and amount of required guarantees will be according to
      technical-economic studies that will evaluate and insure the attention to
      accidents, health and environmental risks, reclamation plans and programs,
      as well as the compliance with all conditions to which the project is
      subject to, considering each and every one of the stages mentioned in the
      Environmental Impact Statement (General mode); Risk Analysis and
      supplementary information submitted. Results of this evaluation as well as
      the amount and type of guarantees shall be submitted to this General
      Direction in original and three copies for approval.

      Within THREE MONTHS of receiving this authorization, the PROMOTER shall
      submit its proposal for a first guarantee or insurance in which the
      preparation stage is included, at least, with the following stages being
      conditioned, to the presentation of their corresponding guarantees or
      insurance; this proposal will be evaluated by this General Direction and
      once accepted, will be sent to PROFEPA for it's follow-up with copies to
      the corresponding SEMARNAP and PROFEPA Delegations in the State of San
      Luis Potosi.

2.    Establish a Supervision Program in which a responsible (entity or person?)
      be assigned to the project, with good technical capabilities to identify
      critical environmental and risk aspects, to make decisions, define
      strategies or modify negative activities. It will create, furthermore, an
      internal Group of Environmental Vigilance that will be responsible, at all
      moments of watching the compliance with all Project's terms and conditions
      It will submit the aforesaid program to PROFEPA with copies to this
      General Direction and the SEMARNAP and PROFEPA Delegations in the State of
      San Luis Potosi, within a THREE MONTH period of time after reception of
      this document.

3.    Promote the formation and support of a Technical-Scientific Group that
      will provide follow-up to those commitments defined during the evaluation
      and resolution process of the CERRO SAN PEDRO project, for this purpose,
      the recommendations pointed out in Term number Seven of this
      authorization, might be considered.

4.    Previous to any activity in the area to be affected, carry out the rescue
      and relocation of all wild flora and fauna individuals present on site,
      that are considered with any state of preservation, following standards of
      the Official Mexican Standard NOM-059-ECOL-1994 and, after that, consider
      all other flora species, parts of them, seeds, trees or brushes that can
      be used in the reclamation of the project. Other species different to
      those existing in the project site, can not be used for reclamation
      purposes since they would be considered exotic. This activities based on a
      Protection Program that should be carried, out based on existing field
      studies and new sampling in the area.

5.    Relocate all plants in final or temporary locations according to the
      Protection Program. At the end of the relocation, submit to this General
      Direction a map where relocation sites are marked along with a listing of
      species and the total number of individuals of each species relocated.
      Determine the preservation areas in conjunction with Municipal and State
      authorities, in a place feasible for this purpose and where the risk of
      individuals being affected by other activities does not exist.

6.    Determine and outline an area where a botanical garden can be established
      with the purpose of collecting all representative vegetation of the CERRO
      SAN PEDRO site and to promote training courses and diffusion of actual
      mining activities, the importance of preserving natural systems and the
      alteration of natural ecosystems due to these activities.

<PAGE>

7.    Determine and an area where future activities will not affect the
      establishment of a green house and where vegetation individuals that will
      be used in the reclamation process can be reproduced from seeds. This will
      be initiated at the beginning of project activities, considering the long
      life cycles of desert species.

8.    Notify to its workers of general dispositions and sanctions defined by
      laws in the matters of wild flora and fauna protection; within SIX MONTHS
      of receiving this authorization, send to this General Direction, with
      copies to the SEMARNAP and PROFEPA Delegations in the State, a list of
      actions that will be carried out to guarantee that the workers will
      respect legal ordinances with the final purpose of protecting wild flora
      and fauna, including those under any protection status in the area of
      influence of the project.

9.    Hiring local inhabitants will be preferred with the purpose of avoiding
      negative social economic impacts due to the demand of goods and services
      and channel out the economic flow derived from the project to the local
      population.

10.   Previous to the start-up of project activities, to obtain required
      permits, licenses, authorizations and concessions, among others:
      Authorization of the National Water Commission to use underground water
      and transmission of water rights according to existing regulations; water
      will only be extracted to substitute that evaporated in the process and
      only domestic waters will be allowed to be discharged. Other
      authorizations are as follows:

      -     Authorization for the change of use of forestry land (land
            rezoning).

      -     Use of soil license issued by a local authority.

      -     Environmental License.

      -     Residual water discharge.

      -     La Zapatilla town relocation permit.

      -     Construction License. ,

      -     Authorization to store and handle explosives, issued by the Ministry
            of National Defense.

      -     Authorization for not hazardous solid waste disposal.

      Copies of these authorizations, once obtained, should be sent within
      THIRTY DAYS, to this General Direction, with copies to the SEMARNAP and
      PROFEPA Delegations in the State.

11.   Maintain construction and operation equipment in the best possible working
      conditions during the different stages of the project and establish a
      systematic monitoring program, in such a way that the following Official
      Mexican Standards are met:

      a)    NOM-041-ECOL-1993, that refers to the maximum allowed levels of
            polluting gases from the exhaust of automobiles driven with
            gasoline.

      b)    NOM-045-ECOL-1993, that refers to the maximum levels of smoke
            opacity allowed from the exhaust of automobiles driven with diesel
            fuel oil.

      c)    NOM-080-ECOL-1994, that refers to the maximum levels of noise
            allowed.

      d)    NOM-001-SEMIP-1994. That refers to installations that provide
            electrical power, as published in the Official Gazette October 10,
            1994.

<PAGE>

12.   Previous to the start-up of project preparation or any other activities,
      to promote necessary permits to relocate the inhabitants of the Cerro San
      Pedro and La Zapatilla communities, as well as any other that might be
      affected by the project, as needed. This should be done with the
      permission of all local people, Municipal, State and Federal Governments
      according to applicable legislation.

13.   Follow lines of action regarding the adequate disposal of different types
      of wastes generated during the different stages of the Cerro San Pedro
      project:

      a)    Domestic solid wastes (mostly organic matter) will be located in
            capped containers strategically located in the areas of generation.
            Final disposal will be periodical where local authorities decide, to
            avoid its dispersion and generation of noxious fauna

      b)    Other solid waste, like empty bags, paper, cardboard, glass, wood,
            saw dust, plastic, metal parts, etc., susceptible to recycling will
            be channeled through those companies that provide recycling
            services.

      c)    Other materials generally used for construction, installation,
            equipment tests and maintenance, like: paintings, greases solvents
            and spent acids, as well as their containers, tow and papers
            impregnated by the former, will be considered as hazardous wastes,
            according to the Official Mexican Standard NOM-052-ECOL-1993, and
            have to be collected and stored following the Regulations of the
            General Law of Ecological Balance and Environment
            Protection-referring to hazardous wastes and later sent to
            recycling, incineration and/or confinement to authorized facilities
            authorized by this Ministry, after notification to this General
            Direction and to PROFEPA in the corresponding official forms.

14.   Establish the limitation of its environmental responsibility along with
      this Ministry and the State Health Department, concerning possible future
      damages based on existing environmental characteristics already
      established and future data that will be gathered on site. The following
      should be established:

      a)    Area included within the environmental and health characterizations.

      b)    Natural environment characteristics that will be defined taking into
            account those that might be affected by mining activities and
            possible contingencies.

      c)    Health characteristics that will be determined for those inhabitants
            in the project area according to the area already defined for such
            studies, taking into account those physiological factors that might
            be altered by mining related activities,

      d)    Estimated degree of soil, water and air pollution, making reference
            to current concentrations of pollutants in both surface areas and at
            depth.

      e)    Sampling of pollutants (heavy metals in general) in flora and fauna,
            considering the study area, those parameters that might be affected
            by mining.

            Technical personnel assigned to this task by the Company, along with
            municipal, state and federal authorities will determine the scope of
            this analysis and the best way of doing it. Results shall be
            submitted to the Vigilance Committee.

            Those Official Mexican Standards that might be applicable should be
            considered, such as the Official Mexican Standard NOM-048-SSA1-1993
            that establishes the normalized method to evaluate health risks as a
            consequence of environmental agents, among other.

            A guideline or protocol that will include the aforesaid, should be
            submitted to this General Direction for evaluation, with copies so
            the corresponding SEMARNAP State Delegation

<PAGE>

      as well as to the Technical - Scientific Committee in a period of time
      that shall not exceed of six months from the moment this authorization is
      received and, once accepted to PROFEPA for follow-up. All analysis that
      the Company ought to submit to comply with all environmental aspects,
      shall be carried out in certified laboratories belonging to the National
      System of Testing Laboratories (SINALP).

15.   Previous to the start-up of project preparation or any other activities,
      submit to this General Direction detailed Engineering of proposed works
      that will guarantee the compliance, without restrictions, of all
      environmental conditions established in this resolution, with quality
      control annex information of programs that shall establish all measures to
      be taken during the construction process in the development of this
      project.

16.   Establish adequate restrictive and informative signals to the general
      population, that will establish the works that the Company will carry out
      in that site.

17.   Follow all regulations established by the Ministry of Labor and Social
      Prevision and comply without restriction with the Program of Health and
      Safety.

18.   Perform maintenance and/or repair of the equipment in a shop that will be
      impermeable (floor) and equipped to collect waste greases and lubricants.
      Wastes generated in this area shall be stored in properly marked cans that
      should be delivered to be handled and disposed of by a properly authorized
      company.

19.   Establish a compromise with this General Direction to certify, with the
      use of best standards, the quality of each and every one of the phases of
      the project, including detailed engineering of construction, operation and
      monitoring, contingency response, detoxification and reclamation as well
      as those services that will be used, such as the chemical analysis
      laboratories. The Company might decide to establish an Environmental
      Management Voluntary Program in which a System of Environmental
      Administration will be included and will comply with quality standards
      such as ISO 14000, Integral Responsibility or a Total Quality Program.

It is strictly forbidden to MINERA SAN XAVIER, S.A. DE C.V.;

20.   The use of chemical products and/or burning for vegetation clearing
      activities.

21.   Illegal capture and sale of terrestrial and/or aquatic wild flora and
      fauna species with emphasis in those species approved for hunting
      activities and those included in the NOM - 059-ECOL-0994. MINERA SAN
      XAVIER, S.A. de C.V. will be responsible of any environmental wrong doing
      by its workers and will be subject to judiciary dispositions established
      by the law in this matter.

22.   Opencast disposal of domestic sewage and industrial waste waters.

23.   Maintenance and repair of equipment and machinery outside of those
      established places conditioned for that purpose.

24.   Abandonment or burial of hazardous wastes such as cloths and tows soaked
      in lubricant oils or greases, containers, packaging material and others
      along access roads or any other parts of the project.

25.   Change the trace of existing roads without previous notification, analysis
      and authorization.

26.   Opencast disposal of any type of trash; this shall be hauled to those
      sites indicated by municipal authorities.

27.   The lighting of bonfires or explosives outside the areas designed for this
      purpose.

<PAGE>

28.   The construction of permanent camps; only temporary camps will be allowed,
      trying to diminish their area to a minimum and to locate them in places
      that have already been altered by previous activities. .

II.   SITE PREPARATION AND CONSTRUCTION

MINERA SAN XAVIER, S.A. DE C.V, SHALL:

29.   Before clearing activities, carry out the rescue of those individuals of
      flora and fauna on site belonging to the listing of species subject to
      protection according to the NOM-059-ECOL-94 and to the general conditions
      established in this document. In the case of local fauna, to rescue those
      individuals living in burrows in the areas to be affected and that due to
      their slow movement characteristics or physiological requirements can not
      re-establish on their own.

      For this effect, consider these activities within the Protection Program
      referred to in the General Condition number 4, with the participation of
      highly specialized technical personnel. This program should clearly
      indicate a list of species included, the scope and timetable of
      activities, techniques to be used in the rescue, relocation sites and
      actions to be taken to insure the survival of those individuals to be
      relocated.

      Such a program should be submitted along with preliminary results, as
      mentioned in the condition of reference, within SIX MONTHS from the date
      of authorization. This program should also include all areas authorized to
      install project infrastructure and later submit annual reports of advance
      activities and partial results, including photographic annexes and/or
      video tapes that will show the most relevant aspects of the stage
      developed.

30.   Install a system of floating plastic balls and nets to scare birds away
      from ponds and heap pad areas, as well as any site where solutions can
      attract wild fauna.

31.   Provide with alternate sources of fresh water that can be used by local
      wild fauna.

32.   Outline and respect a safety buffer zones, one surrounding the town and
      the other surrounding the pit to prevent from any disturbance to the
      people as established by the National Coordination of Historic Monuments
      of the National Institute of Anthropology and History. This area can be
      modified by the authorities after evaluation, if causes of merit are
      present, considering:

      a)    Construction of a protection fence in those operation areas where
            most risk exists, particularly in the heap pad and pond areas.

      b)    A blasting safety zone.

      c)    A perimeter protection zone of the Cerro San Pedro town.

33.   Perform all vegetation and soil clearing in a gradual manner to allow the
      departure of local fauna inhabitants and their later resettlement in
      adjacent areas.

34.   Recover and store in a pre-defined site, all material derived from the
      clearing of the site that may be used in the reclamation and reforestation
      of the area. It should be noted, during development of these activities,
      that this material does not block natural water courses.

35.   Brush that will not be rescued, or that may not be of any use to locals,
      will be chopped and mixed with soil to be used in later reclamation and
      re-vegetation activities

<PAGE>

36.   Plant residues that may not be of any use can be disposed of in the waste
      dump zone with the purpose of avoiding additional damage to the flora and
      fauna of the site.

37.   Office buildings, store houses, laboratory, shops and magazines will be
      installed trying to preserve as much as possible of the original tree and
      brush individuals of the area. Therefore, those areas where infrastructure
      will be built, clearing should be selective and disturbance should be
      restricted to the areas needed for buildings and access roads.

38.   Drainage works should be built in such manner that the construction and
      rehabilitation of access roads will not modify the existing natural
      drainage pattern.

39.   Within SIX MONTHS of receiving this resolution the following information
      should be submitted to this General Direction:

      a)    Techniques and systems that will be used with the purpose of keeping
            local wild fauna, including birds, away from solution ponds; this
            should include the installation of a protection fence in those
            operation areas where most risk exists, particularly in the heap pad
            and plant areas. It should also deter domestic fauna from invading
            operation areas.

      b)    Modification to the pregnant and barren solution ponds to be
            included within the area that will be impermeable with a high
            density polyethylene layer to diminish the risk of leakage and
            accidents due to the fall of wild fauna or workers in the cyanide
            solutions.

      c)    Technical design specifications and construction of the impermeable
            system in heap pads and ponds, according to selected methods. Mean
            life and factory guaranty of the system as well as conditions that
            should be met.

      d)    The surface of agricultural land that will be affected according to
            official records and project works, as well as compensation plans
            agreed with owners.

      e)    Detailed design of automated transport systems, where particle
            emission and dust contention systems to keep fugitive particles
            down, are included.

      f)    Enough portable sanitary toilets should be installed and properly
            maintained, to cover the needs of workers and personnel during
            different project phases.

      g)    Drainage works should be built in such manner that under no
            circumstances contaminated process waters might reach the existing
            natural drainage pattern (particularly the San Pedro creek).

40.   Design an Integral Monitoring Program that will provide attention to Risks
      and Contingencies derived of cyanide and metal pollution of soils and air;
      this program should be submitted for evaluation to this General Direction
      before the operation stage and establish it once approved, considering:

      a)    Construction of a series of monitoring wells to favorable depths
            that will detect any horizontal flow of cyanide-rich solutions, both
            in the heap pad area and its surroundings. Actions that will be
            taken in case solutions are detected, should be indicated.

      b)    Actions that will be taken in case of leakage and/or spill of
            cyanide solutions from the ponds.

      c)    Install cyanide gas detection alarms in those process areas where
            solutions are prepared.

      d)    Actions that will be taken in case hydrocyanic acid gases, above
            standards recommended by existing health regulations, are detected.

<PAGE>

      e)    Response to medical emergencies.

      f)    Design of an operations manual in case of accidents, based on
            existing SCT guidelines relative to the transport of hazardous
            materials in the State of San Luis Potosi, attaching general
            information of the company that will be in charge of these
            activities providing assurance of valid authorizations. This manual
            should consider the handling of Sodium Cyanide and its containers
            within premises.

      g)    Location of antidote equipment against intoxication, in a the
            necessary quantity to cover the possible needs of operation
            personnel and general population.

      h)    Calendar of tactical contingency exercises, following the Prevention
            of Accidents Program that will be requested later in matter of
            risks.

      i)    Monitoring well calendar of readings and records.

41.   Submit a program and calendar of activities for training courses in safety
      matters and the use of equipment required for the attention, prevention
      and control of leakage, fire, spills and/or explosions.

42.   Build heap pads following strictly the design and characteristics
      established in the Environmental Impact Statement and Risk analysis
      submitted and using proposed liners or better ones.

43.   Build and install infrastructure, as authorized in this resolution,
      following strictly submitted detailed engineering information.

44.   Build one overflow pond that will be impermeable, using the same liner
      system as proposed for the heap pads.

45.   Guarantee that the project will count with drainage works, built in such
      manner that under no circumstances contaminated process waters might reach
      the existing natural drainage pattern, considering the possible storm
      effects.

46.   Carry out digging, leveling, compaction and land filling necessary for the
      preparation stage of the project, developing necessary engineering works
      to avoid the disturbance of the natural drainage.

47.   Obtain necessary construction materials from authorized sites.

48.   Establish a barrier in the waste dump area with upstream and downstream
      monitoring wells for immediate detection of any possible acid drainage
      generation.

It is strictly forbidden to MINERA SAN XAVIER, S.A. DE C.V.:

49.   Clearing of vegetation outside the areas required for project development.

50.   Burning and abandonment of clearing debris in the project area or adjacent
      areas, water courses and/or places where wild flora and fauna might be
      affected.

51.   The use of chemical products and/or burning for vegetation clearing
      activities; these activities should be made by mechanical and manual means
      within the project site.

III. OPERATION AND MAINTENANCE STAGES

MINERA SAN XAVIER, S.A. DE C.V. shall:

<PAGE>

52.   Follow the mining plan submitted in previously mentioned documents.

53.   Watch over, through A MONITORING PROGRAM during the piling up of waste
      dumps, that:

      a)    Slope stability is guaranteed for a long period of time.

      b)    Slope of the waste dumps should allow soil concentration to avoid
            air and water erosion and make the re-vegetation process easier.

      c)    Channel drainage to control rain waters, diminishing erosion effects
            and dirt transport to ADJACENT AREAS, is made.

      d)    All proposed measures with the purpose of eliminating the generation
            of acid solutions derived of existing sulfide material and later
            weathering, are carried out.

      e)    Waste material is not transported to adjacent areas.

            Submit the program to this General Direction within a period of time
            not longer than six months from the moment of reception of this
            document to be approved and to be followed-up by PROFEPA. This
            Program should have the support of a prestigious Academic
            Institution.

54.   Carry out mining in the pit area according to a Pit Slope Stability
      Program that should be submitted to this General Direction within a period
      of time not longer than six months from the moment of reception of this
      document. Furthermore, channel drainage to control rain waters diminishing
      erosion effects in adjacent areas, should be included.

55.   Use of explosives following the handling, transport and storage procedures
      established by the Ministry of National Defense

56.   Verify that explosive charges used in mining operations will not exceed,
      at any moment, safety specifications that might cause health damage to
      adjacent communities derived of over pressure and noise levels. Blasting
      operations shall be carried out during day shifts, exclusively.

57.   Verify through direct inspection and monitoring stations the presence of
      dust from mine and waste dump operations in both, plant and open areas;
      characterization of dust contents shall be made according to existing
      standards and control measures shall be established following a
      Characterization and Dispersion of Dust and Air Contaminants study tat
      will provide technical specifications of the gas monitoring system, as
      well as treatment of smokes and gases and will provide generation
      estimates and define dispersion patterns.

      A data base with chemical analysis of samples from atmosphere monitoring
      readings, shall be submitted every six months and shall include
      bio-availability results to define health hazards derived of dust and
      gases, with the purpose of establishing protection measures.

      Additional environmental controls and definition of the number and
      location of monitoring stations shall be defined and technically designed,
      to insure that air readings will be representative.

      A detailed analysis of water-based dust suppression systems shall be
      appended, where favorable and unfavorable aspects of their use are
      analyzed, considering also the use of wind-breaking tree curtains and/or
      local vegetation.

      These measures shall be submitted to this General Direction with copies to
      PROFEPA and to the corresponding SEMARNAP and PROFEPA Delegations in the
      State of San Luis Potosi within a six month period once project operation
      is initiated.

<PAGE>

58.   Develop a plan in which all potentially acid generating material will be
      mixed with limestone to be neutralized.

59.   isolate those rock areas in the pit that might be potentially acid
      generating, using different methods like cement covering, among others.

60.   Comply with existing regulations regarding the production of gas emission
      from fixed sources due to the emission of gases in the smelting, retort
      and lab areas, A gas monitoring system should be included with results
      sent to PROFEPA and copies to this General Direction and corresponding
      SEMARNAP and PROFEPA Delegations in the State of San Luis Potosi within a
      period of time that shall not exceed of three months once project
      operation is initiated.

61.   Handle and dispose of recovered arsenic following existing regulations for
      this effect.

62.   Once pilot plant tests are finished, submit mass balance results for the
      following metals: Pb, As. Hq and Mn These results should be submitted one
      month after the first year of operation. ' .

63.   Carry out dynamic tests to predict detoxification and determine the risk
      of acid generation at the end of the rinsing process of heap pads.

64.   Handle cyanide solutions independently, for each leaching phase.

65.   Use of pumping systems with easy-access for operation and maintenance
      purposes, considering the different leaching phases and the modification
      of the pregnant pond within the leaching pad.

66.   Develop and submit a barren sodium cyanide solution spraying system that
      will allow water savings

67.   Carry out, during the first two years of operation, kinetic tests to
      evaluate the handling of leached material residues including, in addition
      to acid drainage parameters (pH, conductivity, SO, Fe, Ca, Mg) the
      following metals: Lead, Arsenic, Copper, Zinc, Manganese and Mercury,
      submitting these results to this General Direction to be submitted in a
      yearly basis.

68.   Consider the possibility of decreasing the amount of fresh aquifer water
      used in the process by substituting with treated water or mine water from
      old shafts. It will be necessary, in the last case, to carry out chemical
      analysis to verify metal contents and determine its possible use.

      Such a proposal should be submitted to this General Direction within a
      period no longer than three months after this document is received.

69.   Install a back-up electrical system with purpose of making sure of the
      continuous operation of the solution recycling pumping system during
      operation.

70.   Consider the adoption of measure that would allow mining operations in
      parallel with normal activities of local inhabitants, namely, access and
      circulation.

71    Keep background levels of contaminants within limits defined by baseline
      studies before operations; in case some contamination is produced due to
      normal operations or as a result of a contingency, reclamation to restore
      original parameters should be carried out.

72    Comply with all preservation ordinances regarding historical monuments and
      sites, established by the National Institute of Anthropology and History
      in San Luis Potosi.

<PAGE>

MINERA SAN XAVIER, S.A. DE C.V. will not be able to:

73.   Obstruct natural water courses with any type of material.

74.   Extract water from unauthorized sources.

      IV.   ABANDONMENT AND RECLAMATION

MINERA SAN XAVIER, S.A. DE C.V. shall:

75.   Submit a General Plan of Site Reclamation to this General Direction within
      a period of time not longer than TWELVE MONTHS from the moment of
      reception of this document and once approved, to PROFEPA, where the
      following items should be included:

      a)    Specific Reclamation Plans and Programs, where time frames, costs,
            activities, techniques, etc., that guarantee the reclamation of the
            site at short, medium and long ranges, are discussed

      b)    Reclamation activities considered, from the beginning of project
            development.

      c)    Activities considered to handle leached residues and residual
            solutions before rehabilitation and abandonment, with the purpose
            of eliminating all compounds of the Cyanide, chemical family (free
            cyanide, hydrocyanic acid, cyanide-metal complexes, thiocyanates,
            cyanates, etc.) and those compounds derived of cyanide destruction
            (ammonia, nitrates, nitrites, etc.) to reach concentrations allowed
            by existing regulations.

      d)    Chronic risk, cascade effect or cumulative impacts and affectation
            ratios.

      e)    Rescue and preservation of physical and biological resources that
            can be used in reclamation activities.

      f)    Pit, waste dump and heap pad slope stability.

      g)    Heap pile neutralization studies.

      h)    Re-vegetation of those areas disturbed by project development.

      i)    Removal and final disposition of those structures that will not
            serve a purpose after the project's life.

      j)    Restoration or, given the case, compensation of disturbed areas by
            project development.

      k)    Projected and specific actions considered for the mine's closure of
            operations.

76.   To provide compensation by the loss of vegetation cover caused by the
      development of the project, contact and coordination with the General
      Direction for Restoration and Soil Conservation of the Under Ministry of
      Natural Resources and with SEMARNAP's Federal Delegation in the State of
      San Luis Potosi, should be made, to develop a Reforestation Program to be
      submitted to this General Direction within a period no longer than six
      months after this document is received.

      This program should include all requirements established in both, the
      Authorization for Change in Forest Land Use issued by SEMARNAP's Federal
      Delegation in the State of San Luis Potosi and the following points
      included in the Environmental Impact Statement:

<PAGE>

      a)    List of native species to be used (with common and scientific
            names). The introduction and use of exotic species like eucalyptus
            (Eucalyptus sp.), casuarina, (Cassuarina sp.) and Tamarix sp. should
            be avoided.

      b)    Location map with areas to be reforested.

      c)    Density of reforestation by unit-area.

      d)    Nursery techniques and/or places where plants will be obtained.

      e)    Maintenance and protection activities proposed, including four years
            at least, after closure.

      f)    Places where seeds and/or small plants to be used in the
            reforestation process, will be obtained,

77.   Provide treatment to all piles of leached ore and to the sodium cyanide
      solution considering the detoxification of metals like Pb, As, Hg, and Mn,
      by establishing an adequate program where the best available techniques
      and elements are used.

78.   Control and restore any aquifer contamination in case this is caused by
      company activities.

   V. ENVIRONMENTAL MONITORING

MINERA SAN XAVIER, S.A. DE C.V, shall:

79.   Identify all Manganese (Mn) mineral specimens and compounds and define
      their dissolution activity during the process, closure and reclamation
      of the mine site.

80.   Develop a working plan that will allow a continuous environmental
      evaluation of the project site and of all mining and processing
      activities, to identify on time, any unforeseen direct or indirect
      impacts, or to establish corrective measures for those impacts that may
      not be significant.

81.   Design and carry out the following environmental monitoring with an
      ecological protection objective in mind:

      a)    erosive processes in the project site,

      b)    Vegetation health of plant transplant relocation sites.

      c)    Botanical classification of those areas selected for reclamation,
            during the process and once plants are established.

      d)    Detailed chemical and physical analysis of soils.

      e)    Presence and behavior of wild fauna within the previously mentioned
            relocation areas.

      The monitoring process should be carried out every six months starting one
      before the initiation of any activity on site and summarizing collected
      data in a yearly report to be submitted to PROFEPA with copies to this
      General Direction and corresponding SEMARNAP and PROFEPA Delegations in
      the State of San Luis Potosi.

<PAGE>

      In the case that some of the controlled parameters suffers any
      modification from it's previous condition, this shall be analyzed; if any
      negative disturbance is defined, corrective measures must be taken to
      establish values back to their original background.

      The Company shall inform of any negative disturbances immediately to
      PROFEPA, (with copies to this General Direction and the SEMARNAP
      Delegation in the State) and will also inform of the return to normal
      conditions. In case normal conditions can hot be re-established within
      three months, all project activities shall be suspended and reclamation
      activities initiated.

82.   Carry out a water quality monitoring program. It is the responsibility of
      the Company to define the number and exact location of monitoring
      stations, with the sole objective of timely detecting any changes in the
      physical, chemical and biologic characteristics of the water. The analysis
      of these results will provide exact information of possible changes and if
      these are directly related to activities in the project (with source
      identification) or to any other foreign cause.

83.   Develop a Water Monitoring Program which should include the following
      information:

      a)    Criteria considered to establish the number and location of
            monitoring stations.

      b)    Map with the exact location of monitoring stations.

      c)    Parameters to be controlled and frequency of sampling in the case of
            physical, chemical and biological parameters.

      d)    Detailed description equipment and techniques to be used.

      e)    Assay result analysis proposal.

This Water Monitoring Program shall be submitted to this General Direction with
copies to PROFEPA and to the corresponding SEMARNAP and PROFEPA Delegations in
the State within an eight month period once this resolution has been received..

84.   Establish a Company Environmental Control Program (Vigilance] and a
      dedicated group that will be responsible of complying with the Terms and
      Conditions to which the project has been subject.

85.   Establish and carry out a Permanent Environmental Monitoring Program with
      the purpose of timely detecting the presence of any polluting element
      (mercury, lead, cyanide, manganese and other) that might cause an
      environmental contingency in the area. It should also consider actions
      that would help to stabilize lead, arsenic and manganese during the
      leaching, detoxification and reclamation stages.

All monitoring Programs shall be included in a single General Monitoring Program
that shall be submitted to this General Direction for evaluation within a period
not longer than one year once this authorization has been received and once
approved, copies should be sent to PROFEPA and to the corresponding SEMARNAP and
PROFEPA Delegations in the State for follow-up.

<PAGE>

VI ENVIRONMENTAL RISK MATTERS

      MINERA SAN XAVIER, S.A, DE C.V. should:

1.    Build the project facilities (leaching area, solution ponds, and metals
      recovery plant) based on the measures and especifications stated in the
      risk analysis submitted.

2.    For compliance with Article 147 of the General Law of Ecological Balance
      and Environment Protection to design an Accident Prevention Program,
      that shall meet the following conditions:

      a)    It should be made previous to the initiation of operations and
            active in a time period no longer than three months from start; for
            this, the company should submit to the General Direction of
            Materials, Hazardous Waste and Risky Activities of the National
            Institute of Ecology, and the Federal Attorney for Environmental
            Protection, within sixty natural days, from the reception of this
            resolution document, the program to carry out these activities, as
            well as periodic progress reports.

      b)    Once the program for Accident Prevention (PPA), is active it should
            be upgraded permanently, having the obligation of informing annually
            to the General Direction of Materials, Hazardous Waste and Risky
            Activities of the National Institute of Ecology, about the
            programming for carrying out such actualization,

      c)    The General Direction of Materials. Hazardous Waste and Risky
            Activites of the National Institute of Ecology, could request the
            presentation of an Accident Prevention Program, whenever it
            considers it convenient, to be submitted and under consideration and
            approval from the Accident Prevention Programs Analysis and
            Approval Committee (COAAPPA), which is integrated by several
            Ministries.

            Also, as a complement from the third issue of the guide mentioned
            previously, it is necessary to request the Risk Analysis results
            format.

            To obtain the PPA guide and the suplementary format to the third
            issue of the guide, consult the INE's webpage through internet:

            http//www.ine.gob.mx/dgmrar/ra/ppa/guiappa.htm.

            Such PPA, should contain a plan for the immediate attention to any
            spills that could cause soil and underground pollution, according to
            the sustance spilled, the response actions, as well as the
            contaminated soils proper treatment. Also, it should include the
            especific procedures for alert the project's neighboring population,
            protect them from open cut mining operations like fly-rock, noise
            emissions, and vibrations.

88.   Warrant that at any time, the explosive material loads used during the
      mining operations don't exceed the quantities that could affect human
      settlements, by noise levels and seismic effects.

      For this purpose, it should submit to the General Direction of Materiasl,
      Hazardous Waste and Risky Activities of the National Institute of Ecology,
      previous to the project operations startup, the information that justifies
      the relocation of human settlements surrounding the project's influence
      area, based on the risk analysis (Attach a map showing the location and
      population density of the new settlements).

      Also, a permanent monitoring of the physical properties of buildings
      considered as national monuments, should be done, in order to warrant that
      they will not be affected by the project's exploitation activities; if
      not, it should look for another alternative or suspend activities.
<PAGE>
           [emblem]                               NATIONAL ECOLOGY INSTITUTE
                                                  GENERAL OFFICE OF ECOLOGICAL
  MINISTRY OF THE ENVIRONMENT,                    CODIFICATION AND ENVIRONMENTAL
 NATURAL RESOURCES AND FISHING                    IMPACT

                                                  D.O.O.DGOEIA.- 001130


























89.      Conduct blasting in mining operations exclusively during daylight
         hours, based on the provisions of the Risk Study.



                                "Cerro San Pedro"
                         Minera San Xavier, S.A. de C.V.
                                  Page 45 of 55
<PAGE>


           [emblem]                               NATIONAL ECOLOGY INSTITUTE
                                                  GENERAL OFFICE OF ECOLOGICAL
  MINISTRY OF THE ENVIRONMENT,                    CODIFICATION AND ENVIRONMENTAL
 NATURAL RESOURCES AND FISHING                    IMPACT

                                                  D.O.O.DGOEIA.- 001130


90.      Present to the General Office of Materials, Residues and Risk
         Activities of the National Ecology Institute, prior to commencing
         operations, the scheduled preventive maintenance program for the
         contaminant processing and control equipment, emphasizing the safety
         devices and firefighting system.

         The maintenance work undertaken in accordance with the indicated
         program must be entered in a logbook.

91.      Before commencing project operations, install alarms to detect
         hydrocyanic acid in the solution preparation area, based on the
         provisions of the risk study presented.

         The foregoing will also be taken into account for the sodium cyanide
         storage area.

         Regarding the foregoing, before commencement of operations the
         information demonstrating compliance must be presented to the General
         Office of Materials, Residues and Risk Activities of the National
         Ecology Institute; also, the criteria used to locate the sensors and a
         schematic showing distribution of the system must be attached.

92.      Adequately delimit the storage and processing areas of the entire
         plant; similarly, it will have signs and posters referring to the
         danger of the materials being handled, in visible places and forms.

         The areas where dangerous liquid materials are handled (storage and
         processing) must be provided with a spill capture and recovery system.

         Dangerous materials in the storage site must be properly labeled and
         identified, respecting chemical incompatibilities that may exist
         between them.

         In addition, the firefighting system equipment will be appropriately
         identified and located, in order to have easy access to it in case of
         emergency.

Regarding the foregoing, information demonstrating compliance with the foregoing
provisions (including a photographic annex) must be presented to the General
Office of Materials, Residues and Risk Activities of the National Ecology
Institute prior to commencing operations.



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                         Minera San Xavier, S.A. de C.V.
                                  Page 46 of 55
<PAGE>


           [emblem]                               NATIONAL ECOLOGY INSTITUTE
                                                  GENERAL OFFICE OF ECOLOGICAL
  MINISTRY OF THE ENVIRONMENT,                    CODIFICATION AND ENVIRONMENTAL
 NATURAL RESOURCES AND FISHING                    IMPACT

                                                  D.O.O.DGOEIA.- 001130


93.      Install a low pH sound alarm system, located in strategic points where
         sodium cyanide solution is used, for redundant prevention of the
         possible formation of hydrocyanic acid.

94.      Install a retaining dike for atmospheric tanks that store diesel, which
         must be constructed of impermeable material, with a capacity of not
         less than 1.1 times the volume of the largest tank, with a wall height
         not greater than 1.5 meters and minimum separation between the wall of
         the tank and the dike of one half the diameter of the tank; in
         addition, it must have a recovery system for spills and the pumping
         system must be located outside the retention area.

95.      Have operating and safety manuals located in the various areas of the
         project, which must be available at all times for consultation by the
         corresponding personnel. These manuals must contain, among other
         things, the information described below:

         a)      Safety data sheets for all hazardous materials used in the
                 project.

         b)      Explosives handling.

         c)      Startup of the plant.

         d)      Normal shutdown.

         e)      Emergency shutdown.

         f)      Startup after a shutdown of short duration.

         g)      Maintenance, including work permits, decontamination prior to
                 maintenance, etc.

         h)      Startup after maintenance.

         i)      Predictable abnormal situations, in case of failure of
                 auxiliary services.

         j)        Operating conditions during a shutdown.

96.      In the handling of dangerous residues generated as a result of project
         operations, as well as maintenance operations in the facilities, comply
         with the corresponding provisions of the General Law of Ecological
         Equilibrium and





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                                  Page 47 of 55
<PAGE>


           [emblem]                               NATIONAL ECOLOGY INSTITUTE
                                                  GENERAL OFFICE OF ECOLOGICAL
  MINISTRY OF THE ENVIRONMENT,                    CODIFICATION AND ENVIRONMENTAL
 NATURAL RESOURCES AND FISHING                    IMPACT

                                                  D.O.O.DGOEIA.- 001130


         Environmental Protection, its Regulations regarding Dangerous Residues,
         as well as the applicable rules in effect regarding the matter.

97.      When for any reason there are spills, leaks, discharges or flows of
         dangerous materials during project operations, give immediate notice of
         the events to the General Office of Materials, Residues and Risk
         Activities of the National Ecology Institute, which notice must be
         confirmed in writing within the three days following the day of
         occurrence of the events, so that it will be in a position to order or,
         if applicable, promote before the competent authorities the application
         of appropriate safety measures, without prejudice to the measures
         applied by other authorities.

98.      Install, prior to commencing operations, monitoring wells at strategic
         places in the leaching area, solution ponds and processing area, in
         order to detect any possible contamination of the groundwater mantels
         caused by project activities; for this purpose, there must be a logbook
         recording the result of monitoring at those wells, as well as a
         scheduled testing program. Annex the criteria used to fix their
         location.

99.      Prior to commencing project operations (if applicable), implement the
         recommendations in the risk study presented, principally as regards the
         following points:

         a)      Periodically undertake geological mapping of the banks to
                 prevent areas of structural weakness.

         b)      Install safety valves to stop the pumping of sodium cyanide
                 solution upon detecting increased flow and variations in the
                 control gauges.

         c)      Constant supervision throughout the impermeable areas.

100.     Conduct safety audits, prior to startup and placement in service of the
         project facilities, in order to review the conditions of the various
         areas: processes, auxiliary services, storage, transportation, disposal
         and treatment of residues; as well as safety systems and devices.

         The aspects that must be considered are, among others:

         a)      Review of design and construction rules and specifications of
                 the equipment and facilities (passageways, access and
                 maneuvering routes, processing equipment, storage tanks,
                 pumping capacity, etc.).





                                "Cerro San Pedro"
                         Minera San Xavier, S.A. de C.V.
                                  Page 48 of 55
<PAGE>


           [emblem]                               NATIONAL ECOLOGY INSTITUTE
                                                  GENERAL OFFICE OF ECOLOGICAL
  MINISTRY OF THE ENVIRONMENT,                    CODIFICATION AND ENVIRONMENTAL
 NATURAL RESOURCES AND FISHING                    IMPACT

                                                  D.O.O.DGOEIA.- 001130


         b)      The existence and application of procedures and programs to
                 guarantee the appropriate operation and maintenance of the
                 facilities (manuals with operating procedures for each area of
                 the project, shutdown, startup and emergencies, preventive
                 maintenance, etc.).

         c)      The implementation of systems for identification and
                 codification of equipment (identification of tubing, tanks,
                 transportation units, etc.).

         d)      The programs for verification or testing to certify the
                 overall quality and mechanical strength of equipment
                 (certification of accessories and connections, hydrostatic and
                 pneumatic tests, etc.).

         e)      Program for review of the various safety systems, as well as
                 the programs for calibrating instrumentation and control
                 components (firefighting system, safety valves, nozzles and
                 alarms, etc.).

         f)      Availability of equipment necessary for personal protection and
                 first aid.

         g)      Measures and systems for the disposal and/or treatment of waste
                 generated within the facilities.

         h)      Vulnerability of the area (irregular human settlements, housing
                 areas, protected natural areas, etc.).

         It is appropriate to note that special emphasis must be placed on those
         areas that are at greatest risk, in accordance with the results of the
         study presented.

         Based on the foregoing it must present, for consideration of the
         General Office of Materials, Residues and Risk Activities of the
         National Ecology Institute, the corresponding report and, if
         applicable, information regarding performance and/or scheduling for
         implementation of the recommendations arising therefrom. In addition,
         the safety audits must the regularly performed once normal operations
         of the project commence, considering the foregoing and presenting later
         reports annually.

SEVENTH.- In order to ensure that, through the actions undertaken at the project
site, Minera San Xavier, S.A. de C.V. maintains harmony and good relationships
with society, it must take into account the following





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                         Minera San Xavier, S.A. de C.V.
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<PAGE>


           [emblem]                               NATIONAL ECOLOGY INSTITUTE
                                                  GENERAL OFFICE OF ECOLOGICAL
  MINISTRY OF THE ENVIRONMENT,                    CODIFICATION AND ENVIRONMENTAL
 NATURAL RESOURCES AND FISHING                    IMPACT

                                                  D.O.O.DGOEIA.- 001130


                                RECOMMENDATIONS:

1.       Assist in the structuring of the Scientific Technical Committee
         mentioned in Condition 3, which will have the following composition and
         functions:

         a)      The Committee will be comprised of Academics and technicians,
                 of broad and recognized moral reputation.

         b)      It will assist in the technical monitoring of the conditions,
                 resolutions and commitments to which this authorization is
                 subject.

         c)      It will analyze and issue its technical opinion regarding the
                 manner and terms in which the actions taken by the Promoter
                 satisfy its commitments.

         d)      It will have Regulations or another system governing its
                 operations and functioning, which will be determined by the
                 members themselves.

         e)      It will assist the Citizens Committee with the technical data
                 necessary for its information.

         f)      It will maintain objectivity and impartiality in all
                 situations, however complex this may be.

         g)      The committee will only assist in the observation of
                 compliance with agreements and state its position regarding
                 technical and environmental aspects of the project, for which
                 reason the financial and political options thereof are beyond
                 its purpose.

The rules for operations of the Committee will take into account the aspects
related to its operation, the most appropriate technical profile of the
participants, the form of participation, the working mechanisms, and the sources
of financing, as well as the use of electronic means for the exchange of
information, avoiding duplication of efforts with other departments.

It will consider having the participation of the authority and enterprise (legal
representative of the company and personnel of PROFEPA), in a manner that allows
timely suggestion and agreement on modifications, or even suspension of work, if
there is a risk to the ecological balance of the area, or in the event of
possible effect on plant specimens and animals under a protected regime.





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                         Minera San Xavier, S.A. de C.V.
                                  Page 50 of 55
<PAGE>


           [emblem]                               NATIONAL ECOLOGY INSTITUTE
                                                  GENERAL OFFICE OF ECOLOGICAL
  MINISTRY OF THE ENVIRONMENT,                    CODIFICATION AND ENVIRONMENTAL
 NATURAL RESOURCES AND FISHING                    IMPACT

                                                  D.O.O.DGOEIA.- 001130


The Committee will define its activities within the framework of applicable
legislation, in accordance with the exercise of the powers given to it and
without prejudice to those of other authorities.

Specifically, when conducting the required validation studies, it will see to it
that the enterprise undertakes the studies and validates them in advance with
one or more bodies, whether they are certified laboratories or specialists in
the matter, as the case may be.

Opinions of this Committee will be given without prejudice to the provisions of
the General Law of Ecological Equilibrium and Environmental Protection and the
legislation applicable to the matter, the propriety of their application being
determined in exercise of the powers of inspection and oversight of this
Ministry.

2.       Promote, in coordination with the State Government, a Citizens
         Committee to monitor agreements and commitments, which may have the
         following characteristics:

         a)      Be comprised of Citizens of proven morality and objectivity.

         b)      Maintain its objectivity in all situations, however complex
                 that may be.

         c)      Be prepared to give its opinion and request opinions from any
                 organization or person as may be appropriate.

         d)      Assist in the monitoring of the agreements and commitments of
                 the proponent.

3.       Foster and develop productive activities for, among others, the social,
         economic, cultural, historical, heritage and health benefit of the
         inhabitants of the community of San Pedro and of San Luis Potosi, in
         coordination with the municipal, state and federal governments.

4.       Conduct all activities inherent in the project with absolute
         transparency and under the strictest mechanisms of quality control,
         coordinating with the corresponding governmental agencies.

5.       Support the activities for restoration of the historical heritage of
         the municipality of Cerro San Pedro, in coordination with the local
         authorities and the National Institute of Anthropology and History.




                                "Cerro San Pedro"
                         Minera San Xavier, S.A. de C.V.
                                  Page 51 of 55
<PAGE>


           [emblem]                               NATIONAL ECOLOGY INSTITUTE
                                                  GENERAL OFFICE OF ECOLOGICAL
  MINISTRY OF THE ENVIRONMENT,                    CODIFICATION AND ENVIRONMENTAL
 NATURAL RESOURCES AND FISHING                    IMPACT

                                                  D.O.O.DGOEIA.- 001130


6.       Prior to the commencing its operations, undertake a status study that
         determines the current status of health prevailing in the population
         and communities near the project site, considering the possibility of
         monitoring it through later studies, based on a protocol establishing
         the following:

         a.      The area covered by the environmental and health status.

         b.      The parameters of the natural environment the status of which
                 is determined, considering those that may be affected by the
                 mining activities and possible contingencies.

         c.      The health parameters the status of which is determined for
                 the inhabitants of the project site in accordance with the
                 area defined for the studies, considering those physiological
                 factors that may be altered by reason of the mining
                 activities.

         d.      The estimated degree of contamination of soil, water and air.
                 Determining the values of current concentrations of
                 contaminants, for both surface and underground areas.

         e.      A sample of contaminants (heavy metals in general) in plants
                 and animals. Considering the area of the study, and those
                 parameters that may be affected by mining activities.

Because seeing to the well being of citizens is within the scope of authority of
the Ministry of Health and Social Security, it is recommended that the company
carry out these activities.

7.       Within a maximum term of one year, present to this General Office for
         its consideration a proposal of the values of maximum permissible
         levels of arsenic, manganese, mercury, lead and ...




                                "Cerro San Pedro"
                         Minera San Xavier, S.A. de C.V.
                                  Page 52 of 55
<PAGE>

      Cyanide in the air, water and soil, as well as the emissions from
      established sources, by which it should adjust its operation.

      For this it should refer to the current Official Mexican Norms, or to
      other international Normativity that could be applied, detailing the
      criteria used for the proposal elaboration, according to the kind of
      project and particular conditions of the location.

      The company will comply with the Official Mexican Norms that are
      published during the project's active life.

8.    Submit a proposal, that will facilitate the development of a reclamation
      plan, establishing a location, with an area defined by the company with
      the purpose of keeping it as protection, that will give confidence to the
      integration of prevention, mitigation and compensation of biotic impacts
      in the Arroyo de San Pedro basin where the project is located.

9.    Carry out periodical environmental audits, carried out by an authorized
      company. The results of those audits should be submitted to this General
      Direction for information, and to the PROFEPA for its analysis, evaluation
      and corresponding follow-up, according with whatever this organization
      establishes.

EIGTH.- Any modifications to statements in the reference Information both in the
operations and the safety systems, capacity, or other, should be notified to the
General Direction of Materials, Hazardous Waste and Risky Activities of the
National Institute of Ecology, so that it will provide resolutions in its
competence area.

NINTH.- MINERA SAN XAVIER, S.A. DE C.V., should comply with the Federal Law for
Monuments and Archeological, Artistic and Historical Zones, as well as the
General Law of National Goods, with the objective of preserving the historical
wealth existing in the zone, and therefore, previous to any activity will have
to have the corresponding authorization, given by the corresponding authority,
respecting at all times, the conditions established by the corresponding
resolution.

TENTH.- MINERA SAN XAVIER, S.A. DE C.V. should develop and submit to this
General Direction within a period of six month from this document reception,
copy of the preservation and monitoring program for the historical monuments
described by the environmental impact statement.

ELEVENTH.- MINERA SAN XAVIER, S A DE C.V. should develop and submit to this
General Direction, for those terms and conditions that require it and, in an
annual format, a report of compliance. The reports should be supplemented by
photographic and/or video attachments.

The reports should be submitted to this General Direction and to the Federal
Attorney for Environmental Protection, sending copies to the SEMARNAP and
PROFEPA corresponding delegations.

TWELVETH.- MINERA SAN XAVIER, S.A. DE C.V. should communicate in writting to the
Federal Attorney for Environmental Protection, sending corresponding copies to
this General Direction of Ecological Ordinance and Environmental Impact, and to
the SEMARNAP and PROFEPA delegations at the San Luis Potosi state, the startup
date of authorized works, within the following fifteen days from the startup. In
the same way, it will communicate the termination day of such works within the
following fifteen days this happens.

THIRTEENTH.- The authorization issued to Minera San Xavier, S.A. de C.V., is
personal. In case of pretending to transfer the rights and obligations contained
in this document, it will submit a request in writting to this authority, which
will determine its validity, end, if proper, will authorize the transference.

<PAGE>

FOURTEENTH.- All the acts that are carried out contrary to the especifications
of this authorization will be void.

FIFTEENTH.- Minera San Xavier, S.A. de C.V., will be the only responsible of
carrying out the necessary works and permits to mitigate, restore, and control
all of the adverse environmental impacts related with to the development and
operation of the authorized works, that haven't been considered in the
Environmental impact Statement, in its general mode and the other reference
documentation.

For this reason, the Promoter will be the responsible before the Federal
Attorney of Environmental Protection in case of any wrongdoing in Environmental
Impact matters, that the company or its personnel could commit; the mentioned
above will obey strictly the terms and conditions mandatory under the present
resolution.

If the works, during its different stages, cause damages that alter the
ecological balance, it can be demanded its suspension and the installation of
the mitigation and/or compensation programs.

SIXTEENTH.- The Ministry for Environment, Natural Resources and Fisheries will
be able to evaluate one more time the Environmental Impact Statement, in its
general mode, and the reference documentation, or request additional
information, if it considers it necessary, in the terms stated by the Article 23
of the corresponding regulation, with the purpose of revalidating the
authorization given here, modify it, suspend or revoke it, if the ecological
balance were in danger or unsuspected damages to the environment happened.

SEVENTEENTH.- The Promoter will keep at the project location, the corresponding
copies of the Environmental Impact Statement, in its general mode, the Risk
Analysis in its Detailed Risk Analysis mode, the Technical Justification Study,
Additional Information and the working maps, as well as the present
authorization, with the purpose of showing them to the corresponding authority
that might request it.

For the authorization of further works within the Cerro San Pedro municipality,
the Promoter will have to give reference to this resolution with the purpose of
considering the "sinergy" impacts that could be created.

EIGHTEENTH.- The violation to any of the resolution terms and/or the project
modification from the conditions expressed in the documentation submitted, could
invalidate the present authorization, without affecting the application of the
penalty, as proposed by the General Law or Ecological Balance and Environmental
Protection, and other regulations that apply.

NINETEENTH.- The Environmental, Natural Resources and Fishing Ministry, through
the Federal Attorney of Environmental Protection, will surveill the compliance
of the terms established by the present instrument, as well as the proper
ordinances on Environmental Impact matters. For this it will exert, among
others, the abilities given by Article 20 of the General Law of Ecological
Balance and Environmental Protection regulation, on Environmental Impact
matters.

Hoping that all of the actions stated here in benefit of the environment, are
complied with, receive my regards.

RESPECTFULLY

"SUFRAGIO EFECTIVO, NO REELECCION"
DIRECTOR GENERAL

PEDRO ALVAREZ ICAZA LONGORIA
<PAGE>
           [emblem]                      SUBMINISTRY FOR MANAGEMENT OF
                                         ENVIRONMENTAL PROTECTION
 MINISTRY OF THE ENVIRONMENT,            GENERAL OFFICE OF ENVIRONMENTAL
NATURAL RESOURCES AND FISHING            IMPACT AND RISK

                                         S.G.P.A.DGIRA.- 003310

                                         Mexico, D.F. on SEPTEMBER 3, 2001

ENG. WILLIAM COPELAND DODGE VELASCO
GENERAL MANAGER AND ATTORNEY-IN-FACT OF
MINERA SAN XAVIER, S.A. DE C.V.
JOAQUIN PARDAVE No. 492
FRACCIONAMIENTO TANGAMANGA,
SAN LUIS POTOSI, C.P. 78280, S.L.P.
TEL. (48) 11-89-16; FAX: (48) 11-33-82


This document is issued by reference to official communication
D.O.O.DGOEIA.-01130 of February 26, 1999, by means of which the then General
Office of Ecological Classification and Environmental Impact, now the General
Office of Environmental Impact and Risk, resolved to conditionally authorize, in
terms of environmental impact and risk, the "CERRO SAN PEDRO" project, promoted
by MINERA SAN XAVIER, S.A. DE C.V., located in the Municipality of San Pedro,
State of San Luis Potosi, and


                                    WHEREAS:

1.       On April 26, 2001, the then General Office of Ecological Classification
         and Environmental Impact received an unnumbered communication dated the
         25th of the same month and year, through which MINERA SAN XAVIER, S.A.
         DE C.V. asked to modify the "CERRO SAN PEDRO" project. The requested
         modifications were:

         a)       A change in the mineral conveyor belt route, with an option of
                  using 172-ton transport trucks on the same route.

         b)       Relocation and modification of the leaching piles.

         c)       Location of maintenance shops.

         d)       Relocation of pulverizers.

         e)       Two sterile material piles instead of one.

2.       On July 6, 2001, there was a technical meeting at the facilities of
         this General Office, to clarify various inaccuracies regarding the
         requested modifications, and the information presented by the company.
         Participating in the meeting were Eng. Luis Felipe Medina Aguirre,
         representing MINERA SAN XAVIER, S.A. DE C.V.


                                "Cerro San Pedro"
                         Minera San Xavier, S.A. de C.V.
                                   Page 1 of 9
<PAGE>


           [emblem]                      SUBMINISTRY FOR MANAGEMENT OF
                                         ENVIRONMENTAL PROTECTION
 MINISTRY OF THE ENVIRONMENT,            GENERAL OFFICE OF ENVIRONMENTAL
NATURAL RESOURCES AND FISHING            IMPACT AND RISK

                                         S.G.P.A.DGIRA.- 003310


         and officials from the Environmental Impact Office, it being agreed
         that the company would clarify in writing aspects related to:

         a)       The change of the conveyor belt route and the parallel road
                  for the transport of minerals in trucks, indicating dust
                  management and the areas that would be occupied.

         b)       Intersection of the highway and the haulage road.

         c)       Modification of administrative offices.

         d)       Proposal of a guarantee of restoration of the area occupied by
                  the administrative offices.

         e)       List of doubts delivered by the Environmental Impact Office
                  during the meeting.

3.       On July 19, 2001, this Office received an unnumbered communication of
         the 13th of the same month and year, by which MINERA SAN XAVIER, S.A.
         DE C.V. presented, in writing, the clarifications discussed in the July
         6, 2001, meeting.

and,
                                  IT RESULTING:

I.       That as a consequence of the proposed modifications, other changes
         arise that are a part of the general adaptation, authorization for
         which was requested in the unnumbered communication of July 13, 2001,
         from MINERA SAN XAVIER, S.A. DE C.V., consisting of:

<TABLE>
<CAPTION>
         ------------------------------------------------------------------------------------------------------------
                              ITEM                                ORIGINAL                     MODIFICATION
         ------------------------------------------------------------------------------------------------------------
         <S>                                             <C>                            <C>
         Leaching areas                                        98.44 hectares                 88.45 hectares
         ------------------------------------------------------------------------------------------------------------
         Recovery plant                                         3.50 hectares                 0.18 hectares
         ------------------------------------------------------------------------------------------------------------
         Cut                                                   67.58 hectares                  63 hectares
         ------------------------------------------------------------------------------------------------------------
         Internal roads, surface water diversion              Not contemplated                29.39 hectares
         channel, parking, etc.
         ------------------------------------------------------------------------------------------------------------
         Location of administrative offices              Next to the leaching areas     Next to the recovery plant
         ------------------------------------------------------------------------------------------------------------
         Membranes to make the leaching piles and             LDPE (Low-density             HDPE (High-density
         areas impermeable                                      polyethylene                  polyethylene)
         ------------------------------------------------------------------------------------------------------------
         Breaking plant (3.53 hectares)                    On a site used only for       Located in "terrero" 2,
                                                                 the plant.                optimizing land use.
         ------------------------------------------------------------------------------------------------------------
</TABLE>
         [handwritten after final row: no breaker]


                                "Cerro San Pedro"
                         Minera San Xavier, S.A. de C.V.
                                   Page 2 of 9
<PAGE>


           [emblem]                      SUBMINISTRY FOR MANAGEMENT OF
                                         ENVIRONMENTAL PROTECTION
 MINISTRY OF THE ENVIRONMENT,            GENERAL OFFICE OF ENVIRONMENTAL
NATURAL RESOURCES AND FISHING            IMPACT AND RISK

                                         S.G.P.A.DGIRA.- 003310


II.      That the original route of the conveyor belt followed the curving
         course of the old railroad tracks, currently in ruins, with a length of
         2 km and an area of 0.75 hectares, also affecting a large part of the
         10.58 hectares of 12 meter-wide access roads.

         The alternative route consists of two consecutive straight segments,
         the total length of which would be 1690 m, 40 m wide, covering a
         surface of 6.76 hectares. Of the 40 m of width, 10 m would be occupied
         by the conveyor belt and the rest by a road for maintenance and repair
         of the belt, and for optional transport in trucks. It also would affect
         9.5 hectares for cuts and maneuvers during construction, for a total of
         16.26 hectares.

III.     That the company justified its requests regarding modification of the
         conveyor belt and the transport of mineral in trucks, on the following:

         1.       The original proposal makes it more difficult to establish a
                  parallel road to allow maintenance and repair activities on
                  the conveyor belt, and to leave open the option of
                  transporting stony material in trucks. On the contrary, the
                  alternative route facilitates the creation of this road.

         2.       The straight design of the new proposal facilitates
                  maintenance and operation of the conveyor belt, which would be
                  complicated by the original curving path. It also facilitates
                  the intersections with the public road and the stream.

         3.       The new route will not affect the ruins of the past century.

         4.       The current prices of gold would not make it viable to
                  pulverize all of the mineral, because the extra recovery of
                  metal that would be obtained would be less than the additional
                  cost of pulverization. Because the conveyor belt cannot
                  transfer very large rocks, it is essential to the company to
                  be able to transport these materials in trucks to the leaching
                  areas.

         5.       The calculations of dust emissions demonstrate that the
                  transfer of uncrushed material in trucks moving on moist
                  surfaces will produce less dust suspension than crushed
                  material transported by belts.

         6.       The channel of the San Pedro stream will be respected by
                  construction of a bridge with masonry walls and a reinforced
                  concrete slab.


                                "Cerro San Pedro"
                         Minera San Xavier, S.A. de C.V.
                                   Page 3 of 9
<PAGE>


           [emblem]                      SUBMINISTRY FOR MANAGEMENT OF
                                         ENVIRONMENTAL PROTECTION
 MINISTRY OF THE ENVIRONMENT,            GENERAL OFFICE OF ENVIRONMENTAL
NATURAL RESOURCES AND FISHING            IMPACT AND RISK

                                         S.G.P.A.DGIRA.- 003310


IV.      That in the July 6, 2001, meeting, it was mentioned that MINERA SAN
         XAVIER, S.A. DE C.V. had contemplated constructing an underpass at the
         intersection of the haulage road with the Cerro San Pedro-San Luis
         Potosi highway, to avoid interference with traffic on the highway.
         Nevertheless, in the documentation received on June 19, 2001, the
         company did not refer to this work and stated that it contemplated the
         following:

         1.       Traffic using the Cerro de San Pedro road would have
                  preference. [handwriting: intersection]

         2.       Installing appropriate signals/signs.

         3.       Having personnel to assist the transport trucks and the
                  traffic on the road to Cerro de San Pedro.

         4.       The transport of minerals to the leaching areas will only
                  occur 6 days per week.

         5.       All safety measures necessary for the correct functioning of
                  this intersection will be taken into account.

V.       That the transport of stony material in "off-road" trucks would
         increase disturbances to residents of the area, especially if the
         transport crossed the road that connects the town of Cerro de San Pedro
         and the City of San Luis Potosi at kilometer 1.9.

VI.      That the constant demonstrations of people opposing development of the
         project involve concerns about affects to the quality of life of
         residents.

VII.     That the project originally contemplated the installation of four
         leaching piles, which were to be located at a site adjacent to the
         access road to the town of Cerro San Pedro, occupying an area of 1
         hectare. In addition, the original site is at a higher altitude than
         that of the leaching areas.

         The proposed alternative contemplates only two piles, one for high
         concentration and the other for overflow, occupying a combined area of
         4.33 hectares, dispensing with the low and intermediate concentration
         piles which will be replaced by a 2000 m3 tank, decreasing the area
         exposed to evaporation. On the other hand, the new location of the
         leaching piles is not adjacent to the access road and is at a point
         lower than the natural terrain, which does not make it more susceptible
         to capturing rain run-off, because the site is protected by a diversion


                                "Cerro San Pedro"
                         Minera San Xavier, S.A. de C.V.
                                   Page 4 of 9
<PAGE>


           [emblem]                      SUBMINISTRY FOR MANAGEMENT OF
                                         ENVIRONMENTAL PROTECTION
 MINISTRY OF THE ENVIRONMENT,            GENERAL OFFICE OF ENVIRONMENTAL
NATURAL RESOURCES AND FISHING            IMPACT AND RISK

                                         S.G.P.A.DGIRA.- 003310


         channel for rain run-off, and the leaching perimeter is designed to
         contain the worst precipitation event registered in the last 100 years.

VIII.    That item b) of Condition 39 of official communication
         D.O.O.DGOEIA.-01130 of February 26, 1999, provides that within a
         maximum term of six months counted from the date of receipt of the
         resolution, the company must present A modification of the design of
         the high and low concentration piles, so that it will be possible to
         include them in the area made impermeable by the high-density
         polyethylene layer in the leaching area, and thereby diminish both the
         risk of leaks, and the risk of accidents from the fall of wild animals
         or workers into the cyanide solutions.

IX.      That the company justified its request for modification of the design
         and location of the piles based on the following:

         1.       Decreasing the number of piles facilitates protection of wild
                  animals and the establishment of strict safety measures, which
                  would bring it into compliance with item b) of condition 39.

         2.       High and low density membranes are appropriate for the
                  project, but the company is more familiar with the former.

         3.       The new site avoids considerable movement of materials, which
                  will allow it to achieve the necessary differentiation of the
                  levels of the leaching areas and piles.

         4.       Moving the piles away from the access road to the town
                  decreases the risk of accidents and, in general, the concerns
                  of the residents.

         5.       The decrease of the number of piles does not imply risks of
                  leaks or spills from overflows, because they are of greater
                  capacity, without implying an increase in production levels.

X.       That the authorization in official communication D.O.O.DGOEIA.-01130 of
         February 26, 1999, does not contemplate the installation of a
         maintenance shop, but Condition 18 of the official decision provides
         that the company must "Undertake maintenance and/or repair of the
         machinery and equipment, within an area defined as a shop, with an
         impermeable surface, equipped for the recovery of used grease and
         lubricants. Residues produced in this area must be stored in properly
         labeled drums, which will be delivered for handling and final
         disposition to duly authorized companies".


                                "Cerro San Pedro"
                         Minera San Xavier, S.A. de C.V.
                                   Page 5 of 9
<PAGE>


           [emblem]                      SUBMINISTRY FOR MANAGEMENT OF
                                         ENVIRONMENTAL PROTECTION
 MINISTRY OF THE ENVIRONMENT,            GENERAL OFFICE OF ENVIRONMENTAL
NATURAL RESOURCES AND FISHING            IMPACT AND RISK

                                         S.G.P.A.DGIRA.- 003310


XI.      That in order to comply with condition 18, MINERA SAN XAVIER, S.A. DE
         C.V. intends to install a shop with an area of 0.271 hectares,
         including the 0.11 hectares destined to storage, on a site located near
         the recovery plant and the administrative offices. The surface area of
         the shop will be impermeable and equipped for recovery of grease, fuel
         and lubricants.

XII.     That the creation of a single pile was originally contemplated, which
         would occupy 178 hectares, and MINERA SAN XAVIER, S.A. DE C.V. stated
         that the creation of two piles in place of one would facilitate
         connection with the new route of the conveyor belt, would decrease the
         distances for transporting sterile material, and would result in the
         area affected being reduced to 143.51 hectares.

XIII.    That the site originally planned for the pulverizers is within the new
         route of the conveyor belt, for which reason a new site is proposed,
         maintaining the original characteristics, but reducing the area
         involved from 0.68 hectares to 0.56 hectares.

XIV.     That MINERA SAN XAVIER, S.A. DE C.V. believes that it is of the highest
         importance to it that the offices be located near the recovery plant,
         to offer services such as water, electricity, drainage and security.
         The offices will consist of a 200 m2 building, calculating the
         restoration cost for that area at $1,724.23 dollars, which includes
         restoration of the access road.

Based on the foregoing, and on Article 8 of the Political Constitution of the
Mexican United States, Article 25 fraction III of the Internal Regulations of
SEMARNAT, Article 16 fraction X of the Federal Administrative Procedure Law,
Article 30 third paragraph of the General Law of Ecological Equilibrium and
Environmental Protection, and Article 28 of the Regulations of the General Law
of Ecological Equilibrium and Environmental Protection, regarding Environmental
Impact Evaluation, this General Office within the Scope of official
communication D.O.O.DGOEIA.-01130 of February 26, 1999,

                                    RESOLVES:

FIRST.- To acknowledge as having been attended to, the unnumbered document of
April 25, 2001, sent to the then General Office of Ecological Classification and
Environmental Impact by MINERA SAN XAVIER, S.A. DE C.V., described in Whereas
Clause I of this official communication, to have been attended to.

SECOND.- To authorize the modifications described in Whereas Clause I of this
official communication, except that the road parallel to the conveyor belt will
have a width of 11 meters, for purposes of maintenance. This General Office may
authorize expansion of


                                "Cerro San Pedro"
                         Minera San Xavier, S.A. de C.V.
                                   Page 6 of 9
<PAGE>


           [emblem]                      SUBMINISTRY FOR MANAGEMENT OF
                                         ENVIRONMENTAL PROTECTION
 MINISTRY OF THE ENVIRONMENT,            GENERAL OFFICE OF ENVIRONMENTAL
NATURAL RESOURCES AND FISHING            IMPACT AND RISK

                                         S.G.P.A.DGIRA.- 003310


this road to 40 meters, when the company provides the information to evaluate
the environmental impact that would result, it being necessary to present:

1.       A description of measures for protection of components of plant life
         that may be affected by development of the road, and the related
         animals.

2.       The design of the work proposed to ensure that the "off-road" 172-ton
         capacity trucks do not affect the Cerro San Pedro-San Luis Potosi
         highway, so as to prevent possible effect on the environment.

3.       A copy of the approval issued by the Honorable Constitutional City
         Council of Cerro San Pedro and of the Ministry of Communications and
         Transport, regarding this work and the crossing of the road by the
         aforementioned trucks.

4.       The design of the bridge work by which the "off-road" trucks will cross
         the San Pedro stream, with the preventive measures necessary to avoid
         deterioration of the banks of the streambed.

THIRD.- To indicate that the authorization of the cited modifications will be
effective provided that, when implementing them, MINERA SAN XAVIER, S.A. DE C.V.
is subject to the Terms and Conditions established in official communication
D.O.O.DGOEIA.-01130 of February 26, 1999, as well as the following:

1.       To apply measures so that suspended particle emissions produced by
         pulverization, the operation of the conveyor belt and the transport of
         stony material to the leaching areas, do not affect the environment, or
         the inhabitants of Cerro San Pedro, through sprinkling of the materials
         and transportation surfaces, using biodegradable additives that allow
         greater efficiency in the use of the liquid.

2.       To use specimens of Equinocactus plantyacanthus found in the area of
         the new route of the conveyor belt in the recovery and relocation
         operations established in Conditions 4 and 5 of official decision
         number D.O.O.DGOEIA.-01130 of February 26, 1999.

3.       To incorporate the modifications authorized in this official
         communication in the guarantees or insurance established in Condition 1
         of official communication D.O.O.DGOEIA.-01130 of February 26, 1999, in
         order to guarantee proper performance of the conditions and restoration
         of the project area, and to attend to contingencies.


                                "Cerro San Pedro"
                         Minera San Xavier, S.A. de C.V.
                                   Page 7 of 9
<PAGE>


           [emblem]                      SUBMINISTRY FOR MANAGEMENT OF
                                         ENVIRONMENTAL PROTECTION
 MINISTRY OF THE ENVIRONMENT,            GENERAL OFFICE OF ENVIRONMENTAL
NATURAL RESOURCES AND FISHING            IMPACT AND RISK

                                         S.G.P.A.DGIRA.- 003310


FOURTH.- To notify MINERA SAN XAVIER, S.A. DE C.V. of this Resolution by any of
the legal means contemplated in Article 35 and related and applicable provisions
of the Federal Administrative Procedure Law.

FIFTH.- Notify this to the Office of the Federal Prosecutor for Environmental
Protection.

Awaiting full performance of the actions contemplated for the project in
question, for the benefit of the environment, please accept my cordial
greetings.


SINCERELY
EFFECTIVE SUFFRAGE, NO REELECTION
THE GENERAL MANAGER

[illegible signature]

J. RICARDO JUAREZ PALACIOS


cc:      BIOLOGIST RAUL E. ARRIAGA BECERRA.- Undersecretary of Management for
         Environmental Protection, SEMARNAT.-Hand delivery.
cc:      ATTORNEY JOSE IGNACIO CAMPILLO GARCIA.- Federal Prosecutor for
         Environmental Protection.- Periferico Sur No. 5000, 5th Floor, Col.
         Insurgentes Cuicuilco, C.P. 04530, Mexico, D.F.- For his information.-
         Hand delivery.
cc:      ENGINEER JOSE LUIS LEYVA ASTUDILLO.- Federal Delegate of SEMARNAT in
         San Luis Potosi.- Av. Industrias and Eje Zona Industrial, C.P. 78090,
         San Luis Potosi.
cc:      ENGINEER JOSE LUIS MEDINA GARCIA.- Federal Delegate of PROFEPA in San
         Luis Potosi.- Av. Industrias and Eje 106 Zona Industrial, C.P. 78090,
         San Luis Potosi.
cc:      HONORABLE OFFICE OF THE MUNICIPAL CHAIRMAN OF CERRO SAN PEDRO, SAN LUIS
         POTOSI.- Known domicile.
cc:      Master of Sciences MARGARITA CASO CHAVEZ.- Director of Environmental
         Impact.- Hand delivery.
cc:      Chronological file of the General Office of Environmental Impact and
         Risk.
cc:      Key Files: 1165VUS2001, DIA/380/2001 and DGIRA/0101431.
cc:      ATTORNEY ENRIQUE PROVENCIO DURAZO.- Chairman of the National Ecology
         Institute.- Hand delivery.
cc:      MASTER ANTONIO AZUELA DE LA CUEVA.- Federal Prosecutor for
         Environmental Protection.- Periferico Sur No. 5000, 5th Floor, Col.
         Insurgentes Cuicuilco, Coyoacan, C.P. 04330, D.F.
cc:      ENGINEER DAVID ATISHA CASTILLO.- Secretary of Ecology and Environmental
         Management of the Government of the State of San Luis Potosi.-
         Government Palace.- Known Domicile.
cc:      ATTORNEY VICTOR RAMIREZ NAVARRO.- Assistant Prosecutor for Natural
         Resources of PROFEPA.- Periferico Sur No. 5000, 5th Floor, Col.
         Insurgentes Cuicuilco, Coyoacan, C.P. 04330, D.F.
cc:      DOCTOR CRISTINA CORTINAS DE NAVA.- General Director of Materials,
         Residues and Risk Activities.- In response to her Attentive Note SRA.-
         630/96.- Hand delivery.
cc:      ATTORNEY JOSE LUIS LEYVA ASTUDILLO.- Delegate of SEMARNAP in San Luis
         Potosi.- Perfecto [Illegible] 101, Fraccionamiento Tangamanga, San Luis
         Potosi, S.L.P.


                                "Cerro San Pedro"
                         Minera San Xavier, S.A. de C.V.
                                   Page 8 of 9
<PAGE>


           [emblem]                      SUBMINISTRY FOR MANAGEMENT OF
                                         ENVIRONMENTAL PROTECTION
 MINISTRY OF THE ENVIRONMENT,            GENERAL OFFICE OF ENVIRONMENTAL
NATURAL RESOURCES AND FISHING            IMPACT AND RISK

                                         S.G.P.A.DGIRA.- 003310


cc:      ENGINEER JOSE LUIS MEDINA GARCIA.- Delegate of PROFEPA in San Luis
         Potosi.- Av. Industrias 11, San Luis Potosi, S.L.P.
cc:      ATTORNEY ALFREDO DOMINGUEZ DOMINGUEZ.- Head of the Legal Affairs Unit
         of the National Ecology Institute.- Hand delivery.- In response to
         Memorandum D.O.O.UAJ.203.- 055/99 of February 3, 1999.
cc:      BIOLOGIST LIGIA BUTRON MADRIGAL.- Director of Environmental Impact.-
         Hand delivery.
cc:      HONORABLE OFFICE OF THE MUNICIPAL CHAIRMAN OF CERRO SAN PEDRO, SAN LUIS
         POTOSI.- Known domicile.
cc:      Chronological file.
cc:      Files: 97M0074, 98VUV4333, 99VUV0042, 99VUV0189 and 99VUV285.
cc:      File for public consultation. National Ecology Institute document
         center. Archive: C:\MARTIN\SANXAVIER\RESOLSNXAV

[Illegible initials and signatures]








                                "Cerro San Pedro"
                         Minera San Xavier, S.A. de C.V.
                                   Page 9 of 9
<PAGE>
         [Emblem]                          SUBMINISTRY FOR MANAGEMENT OF
                                           ENVIRONMENTAL PROTECTION
MINISTRY OF THE ENVIRONMENT                GENERAL OFFICE OF ENVIRONMENTAL
   AND NATURAL RESOURCES                   IMPACT AND RISK

                                           S.G.P.A.DGIRA.- 000877

                                           Mexico, D.F. on   APRIL 2, 2002

ENG. WILLIAM COPELAND DODGE VELASCO
GENERAL MANAGER AND ATTORNEY-IN-FACT OF
MINERA SAN XAVIER, S.A. DE C.V.
JOAQUIN PARDAVE No. 492
FRACCIONAMIENTO TANGAMANGA,
SAN LUIS POTOSI, C.P. 78280, S.L.P.
TEL. 01 (444) 811-89-16; FAX: 811-33-82


This document is issued by reference to official communication
D.O.O.DGOEIA.-01130 of February 26, 1999, by means of which the then General
Office of Ecological Classification and Environmental Impact, now the General
Office of Environmental Impact and Risk, resolved to conditionally authorize, in
terms of environmental impact and risk, the "Cerro San Pedro" project, promoted
by Minera San Xavier, S.A. de C.V., located in the Municipality of San Pedro,
State of San Luis Potosi, and


                                 W H E R E A S :


I.       On April 26, 2001, the then General Office of Ecological Classification
         and Environmental Impact received an unnumbered communication dated the
         25th of the same month and year, through which Minera San Xavier, S.A.
         de C.V. requested authorization to modify the "Cerro San Pedro"
         project, the modifications including a change in the route of the
         mineral transport belt and the construction of a 40 meter wide road
         parallel to the new route for optional transport of materials in 172
         ton trucks.

II.      On September 3, 2001, by means of official communication
         S.G.P.A.DGIRA.-03310, this General Office of Environmental Impact and
         Risk granted authorization to Minera San Xavier, S.A. de C.V. to make
         the intended modifications in the "Cerro San Pedro" project,
         restricting the width of the indicated road to 11 meters, because
         information was lacking to evaluate the environmental impact that would
         be caused by "off track" trucks continually crossing the Cerro San
         Pedro-San Luis Potosi highway.

III.     In the Second Resolution in official communication S.G.P.A.DGIRA.-03310
         of September 3, 2001, this General Office indicated to Minera San
         Xavier, S.A. de C.V. that it should present additional information to
         evaluate the increase of the


                                "Cerro San Pedro"
                         Minera San Xavier, S.A. de C.V.
                                   Page 1 of 5
<PAGE>


         [Emblem]                          SUBMINISTRY FOR MANAGEMENT OF
                                           ENVIRONMENTAL PROTECTION
MINISTRY OF THE ENVIRONMENT                GENERAL OFFICE OF ENVIRONMENTAL
   AND NATURAL RESOURCES                   IMPACT AND RISK

                                           S.G.P.A.DGIRA.- 000877


         width of the road referred to in the preceding whereas clause from 11
         to 40 meters.

IV.      On October 25, 2001, this General Office of Environmental Impact and
         Risk received the unnumbered communication of the 3rd of the same month
         and year, by means of which Minera San Xavier, S.A. de C.V. requested
         the increase of the width of the road parallel to the transport belt,
         presenting the information required therefore.


                             I T R E S U L T I N G :


I.       That this General Office of Environmental Impact and Risk, in response
         to the requests presented, again reviewed the file corresponding to the
         "Cerro San Pedro" project, for the purpose of resolving as appropriate,
         finding that:

         a)       The total length of the road is 1690 meters and the width
                  would be 40 meters, covering an area of 6.76 hectares. In
                  addition, it would imply affecting 9.5 hectares for cuts and
                  maneuvers during construction, giving a total of 16.26
                  hectares.

         b)       The company justified and supported the request to expand the
                  road parallel to the transport belt based on the need to carry
                  uncrushed rock in trucks to the leaching areas.

         c)       Calculations of dust emissions, presented by the company on
                  July 19, 2001, by means of an unnumbered communication, showed
                  that the transfer of the uncrushed material in trucks
                  traveling over moist surfaces would generate less suspended
                  dust in the environment than would crushed material
                  transported on belts.

         d)       The channel of the San Pedro stream will be respected, by
                  construction of a bridge with masonry walls and a reinforced
                  concrete slab.

         e)       The intersection of the haulage road with the Cerro San
                  Pedro-San Luis Potosi highway will have an underpass to avoid
                  interference with traffic on the highway.

         f)       The banks of the road will be constructed of rocky material
                  with a slope of 1.5:1 to assure stability.


                                "Cerro San Pedro"
                         Minera San Xavier, S.A. de C.V.
                                   Page 2 of 5
<PAGE>


         [Emblem]                          SUBMINISTRY FOR MANAGEMENT OF
                                           ENVIRONMENTAL PROTECTION
MINISTRY OF THE ENVIRONMENT                GENERAL OFFICE OF ENVIRONMENTAL
   AND NATURAL RESOURCES                   IMPACT AND RISK

                                           S.G.P.A.DGIRA.- 000877


         g)       Cuts in solid rock will have slopes of at least 0.5:1 to
                  ensure stability.

         h)       Rainwater drainage will be controlled with berms and gutters
                  on one side of the road, preventing erosion damage.

II.      That the Honorable City Council of San Pedro granted the Construction
         License to Minera San Xavier, S.A. de C.V. to make the underpass at the
         intersection of the haulage road with the Cerro San Pedro - San Luis
         Potosi highway, which indicates that the Municipality has no problem
         with that work.


Based on the foregoing, and as a result of evaluation of the request, and based
on Article 8 of the Political Constitution of the Mexican United States, Article
32 bis fractions II and XI of the Organic Law of Federal Public Administration,
Articles 2 fraction XIX, 17 fraction XXIII, and 25 fractions I and III of the
Internal Regulations of the Ministry of the Environment and Natural Resources,
and Article 16 fraction X of the Federal Administrative Procedure Law, and
Article 28 of the Regulations of the General Law of Ecological Equilibrium and
Environmental Protection, regarding Environmental Impact Evaluation, this
General Office of Environmental Impact and Risk, within the scope of official
communication D.O.O.DGOEIA.-01130 of February 26, 1999.


                                R E S O L V E S :


FIRST.- To acknowledge as having been attended to the request in the unnumbered
writing of October 3, 2001, sent to this General Office of Environmental Impact
and Risk by Minera San Xavier, S.A. de C.V., described in Whereas Clause IV of
this official communication.


SECOND.- To authorize the expansion from 11 to 40 meters of the road parallel to
the transport belt and the transport of materials in 172 ton capacity trucks,
provided that in doing so Minera San Xavier, S.A. de C.V. is subject to the
Terms and Conditions established in official communication D.O.O.DGOEIA.-01130
of February 26, 1999, as well as the following:

1.       To keep the surface of the material haulage road authorized in this
         official communication moist.


                                "Cerro San Pedro"
                         Minera San Xavier, S.A. de C.V.
                                   Page 3 of 5
<PAGE>


         [Emblem]                          SUBMINISTRY FOR MANAGEMENT OF
                                           ENVIRONMENTAL PROTECTION
MINISTRY OF THE ENVIRONMENT                GENERAL OFFICE OF ENVIRONMENTAL
   AND NATURAL RESOURCES                   IMPACT AND RISK

                                           S.G.P.A.DGIRA.- 000877


2.       It must monitor and apply preventive maintenance to the work related to
         the underpass that will be located at the intersection of the haulage
         road with the Cerro San Pedro-San Luis Potosi highway and the bridge
         over the San Pedro Stream, in order to guarantee that there is no
         negative environmental impact on surrounding vegetation resulting from
         landslides, collapses or accidents.

3.       To perform the recovery and relocation activities established by
         Conditions 4 and 5 of official decision D.O.O.DGOEIA.-01130 of February
         26, 1999, as stated in its unnumbered communication of October 3, 2001,
         for the area that will be occupied by the expansion of the road and the
         authorized underpass work, for which reason qualified personnel of the
         company must:

         a)       Recover all specimens of Mammiliaria candida ("viejito
                  blanco") and Echinocactus platyacanthus ("biznaga de lana")
                  included in NOM-059-ECOL-1994, as well as those individual
                  plants that by reason of their size and diameter can be
                  recovered.

         b)       For the specimens to be recovered, determine the orientation
                  to the sun, as well as their relationship to other plants,
                  respecting those conditions when transplanting (principally
                  cactus).

         c)       Dig to the necessary depth, to avoid damaging the roots of the
                  plant to be recovered.

         d)       In the case of animals, recover those that have underground
                  burrows in the areas to be affected, and by reason of their
                  characteristics of slow movement or physiological requirements
                  cannot relocate by themselves, including individuals in
                  species included in NOM-059-ECOL-1994, such as Buteo
                  jamaicencis (red-tailed hawk), Gopherus xerobastes berlandieri
                  (desert tortoise), Masticophis flagellum (coachwhip snake),
                  Pitouphis deppei ("Mexican pine snake"), and Crotalus
                  scotulatus (Mojave rattlesnake).

         e)       Locate the burrows, visibly marking their location.

         f)       Supervise the removal, to be accomplished unidirectionally and
                  gradually, allowing the departure of the animals and their
                  readjustment in bordering sites.

         g)       At the end of the recovery and relocation, the company must
                  prepare a report of what plants and animals were subject to
                  the aforementioned


                                "Cerro San Pedro"
                         Minera San Xavier, S.A. de C.V.
                                   Page 4 of 5
<PAGE>


         [Emblem]                          SUBMINISTRY FOR MANAGEMENT OF
                                           ENVIRONMENTAL PROTECTION
MINISTRY OF THE ENVIRONMENT                GENERAL OFFICE OF ENVIRONMENTAL
   AND NATURAL RESOURCES                   IMPACT AND RISK

                                           S.G.P.A.DGIRA.- 000877



                  activities, indicating the number of specimens of each
                  species, and the horizontal location of the origin and
                  relocation sites.

         h)       Monitor the survival of the removed plant specimens, and if
                  there is less than 80% in a period of two years, the company
                  must reintroduce specimens of the same species, at least 5
                  years old, guaranteeing their survival during the first two
                  years after planting, respecting the requirements of each
                  species regarding orientation to the sun, and relationship to
                  other species. The specimens necessary for the reintroduction
                  must be acquired from existing nurseries or, in their absence,
                  from production in a nursery established by the company.


THIRD.- To exhort Minera San Xavier, S.A. de C.V. to faithfully comply with the
Terms and Conditions established in official communication D.O.O.DGOEIA.-01130
of February 26, 1999, which authorized, in terms of environmental impact,
implementation of the "Cerro San Pedro" project, located in the municipality of
[illegible] in the state of Sonora.


FOURTH.- To notify Minera San Xavier, S.A. de C.V. of this Resolution by any of
the legal means contemplated in Article 35 and related and applicable provisions
of the Federal Administrative Procedure Law.

Awaiting full performance of the actions contemplated for the project in
question, for the benefit of the environment, please accept my cordial
greetings.


SINCERELY
EFFECTIVE SUFFRAGE, NO REELECTION
THE GENERAL MANAGER

[illegible signature]

J. RICARDO JUAREZ PALACIOS


                                                           ccs on the reverse...


                                "Cerro San Pedro"
                         Minera San Xavier, S.A. de C.V.
                                   Page 5 of 5