<PAGE>
                                                                     EXHIBIT 4.9






                         ECU Facility Agreement
                         MSV Resources Inc.
                         Campbell Resources Inc.
                         Meston Resources Inc.
                         RMB International (Dublin) Limited

                         and

                         RMB RESOURCES LIMITED












                         (FREEHILLS LOGO)










                         QV.1 Building 250 St Georges Terrace Perth Western
                         Australia 6000 Australia
                         Telephone +61 8 9211 7777 Facsimile +61 8 9211 7878
                         www.freehills.com DX 104 Perth

                         SYDNEY MELBOURNE PERTH BRISBANE SINGAPORE
                         Correspondent Offices HANOI HO CHI MINH CITY JAKARTA
                         KUALA LUMPUR


                         Reference DAW:HTB:80736973


<PAGE>


TABLE OF CONTENTS

<TABLE>
<CAPTION>

Clause                                                                                             Page
                                                                                                   ----

<S>                                                                                                <C>
1       DEFINITIONS AND INTERPRETATION                                                               1
1.1      Definitions                                                                                 1
1.2      Interpretation                                                                             15
1.3      Accounting Principles                                                                      16

2       CONDITIONS PRECEDENT                                                                        16
2.1      Conditions Precedent to issue of first ECU                                                 16
2.2      Conditions Precedent to the issue of all ECUs                                              18
2.3      Waiver of Conditions Precedent                                                             18
2.4      Certified Copies                                                                           18

3       ECU Facility                                                                                18
3.1      ECU Facility                                                                               18
3.2      ECU Notice                                                                                 19
3.3      Provision of Issue Price                                                                   19
3.4      Use of proceeds                                                                            19

4       CONVERSION                                                                                  19
4.1      Conversion by Holder                                                                       19
4.2      Early Redemption of ECUs by MSV                                                            20
4.3      Interest Conversion                                                                        21
4.4      Issue of Shares                                                                            21
4.5      Current Market Price                                                                       22
4.6      Conversion Sum                                                                             22
4.7      Restrictions on Conversion and Redemption                                                  23
4.8      Conversion in excess of Allocated Number of Shares                                         23
4.9      Ranking of Shares                                                                          24

5       BONUS ISSUES, RECONSTRUCTIONS, ETC                                                          24
5.1      Bonus Issues                                                                               24
5.2      Reconstruction of Capital                                                                  24
5.3      Offers to holders of Shares                                                                24
5.4      ECUs to survive merger etc                                                                 25
5.5      Takeovers                                                                                  25
5.6      Issue of shares under Stock Incentive Plans                                                26
5.7      Approval of the Exchange                                                                   26

6       ASSIGNMENT                                                                                  26
6.1      Transfer of ECUs                                                                           26
6.2      Assignment by a Transaction Party                                                          26
6.3      Assignment by the Agent                                                                    27
6.4      Participation permitted                                                                    27
6.5      Additional costs                                                                           27
6.6      Lending Office                                                                             27

</TABLE>

                                       1
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<TABLE>
<CAPTION>



<S>                                                                                                  <C>
6.7      Disclosure                                                                                  27

7       REPAYMENT OF ISSUE PRICE, INTEREST AND RELATED MATTERS                                       27
7.1      Repayment of Issue Price and interest                                                       27
7.2      Interest                                                                                    28
7.3      Calculation of per annum interest rate                                                      28
7.4      Maximum interest payable                                                                    28
7.5      Payment of amounts - general                                                                29
7.6      Late payments                                                                               29
7.7      Place of payments                                                                           29
7.8      Taxes                                                                                       30
7.9      Return of ECU Certificates                                                                  30

8       REPRESENTATIONS AND WARRANTIES                                                               30
8.1      Representations and warranties                                                              30
8.2      Survival and Repetition                                                                     34
8.3      Reliance                                                                                    34
8.4      Term of representations and warranties                                                      34

9       UNDERTAKINGS                                                                                 34
9.1      Project related undertakings by MSV and the Guarantors                                      34
9.2      General undertakings by MSV and the Guarantors                                              37
9.3      Reporting                                                                                   39
9.4      Undertaking by Campbell in relation to Shares, listing, Securities Laws, etc                40
9.5      Post-closing registrations and other obligations                                            41
9.6      Term of covenants                                                                           42

10      EVENTS OF DEFAULT                                                                            42
10.1     Terms of Default                                                                            42
10.2     Effect of Default                                                                           44
10.3     Indemnity by MSV and the Guarantors                                                         44
10.4     Review events                                                                               44
10.5     Undertakings by Finance Parties on realization of Security                                  44

11      ILLEGALITY AND INCREASED COSTS                                                               45
11.1     Illegality                                                                                  45
11.2     Increased Cost                                                                              45

12      INDEMNITIES                                                                                  46
12.1     General indemnity                                                                           46
12.2     Foreign currency indemnity                                                                  46
12.3     Conversion of currencies                                                                    47
12.4     Continuing indemnities and evidence of loss                                                 47

13      FEES, TAX, COSTS AND EXPENSES                                                                48
13.1     Arrangement Fee                                                                             48
13.2     Commitment fee                                                                              48
13.3     Tax                                                                                         48

</TABLE>


                                       2
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<TABLE>
<CAPTION>


<S>                                                                                                  <C>
13.4     Costs and expenses                                                                          48

14      SAVING PROVISIONS                                                                            49
14.1     No merger of security                                                                       49
14.2     Exclusion of moratorium                                                                     49
14.3     Powers                                                                                      49
14.4     Consents                                                                                    49
14.5     Principal obligations                                                                       49
14.6     Non-avoidance                                                                               50
14.7     Set-off authorised                                                                          50
14.8     Certificates of Agent and Holder                                                            50
14.9     No reliance or other obligations and risk assumption                                        50
14.10    Attorney                                                                                    51
14.11    Opinion of the Agent and Holder                                                             51

15      GENERAL                                                                                      51
15.1     Confidential information                                                                    51
15.2     Performance by the Agent of obligations                                                     52
15.3     Transaction Parties to bear cost                                                            52
15.4     Notices                                                                                     52
15.5     Governing law and jurisdiction                                                              53
15.6     Prohibition and enforceability                                                              53
15.7     Waiver and variation                                                                        54
15.8     Attorneys                                                                                   54
15.9     Counterparts                                                                                54
15.10    Language                                                                                    54
15.11    Superior force                                                                              54

16      PROVISIONS IN RELATION TO THE AGENT                                                          54
16.1     Agent not liable                                                                            54
16.2     Agent indemnity                                                                             55
16.3     Quebec Security                                                                             56

</TABLE>


                                       3
<PAGE>


THIS AGREEMENT

                is made on                   2004 between the following parties:

                1.      MSV RESOURCES INC.
                        a company incorporated under the laws of the Province of
                        Quebec of 1155, University Street, Suite 1405 Montreal
                        H3B 3A7
                        Quebec, Canada
                        (MSV)

                2.      CAMPBELL RESOURCES INC.
                        a corporation incorporated under the federal laws of
                        Canada
                        (CAMPBELL)

                        MESTON RESOURCES INC.
                        a company incorporated under the laws of the Province of
                        Quebec
                        (MESTON)
                        both of 1155, University Street, Suite
                        1405 Montreal H3B 3A7 Quebec, Canada

                        (each a GUARANTOR, and together the GUARANTORS)

                4.      RMB INTERNATIONAL (DUBLIN) LIMITED
                        of 158 Shelbourne Road
                        Dublin 4 Ireland
                        (RMBI)

                5.      RMB RESOURCES LIMITED
                        a company incorporated under the laws of the United
                        Kingdom of Two London Bridge
                        London SE1 9RA
                        United Kingdom
                        (AGENT)

RECITAL
                MSV, the Guarantors, RMBI and the Agent have agreed to enter
                into this agreement to record the terms on which RMBI has agreed
                to provide to MSV a facility for up to 8 exchangeable capital
                units of C$500,000 each.

THE PARTIES AGREE


1        DEFINITIONS AND INTERPRETATION

         1.1      DEFINITIONS
                  In this agreement, unless the context otherwise
                  requires:

                  ALLOCATED NUMBER OF SHARES means:

                  (a)      7,834,074 Shares; less




                                       1
<PAGE>


                  (b)      the number of Shares that have been issued as a
                           result of a Conversion under the terms of this
                           agreement;

                  AMOUNT OWING means the Principal Conversion Amount and all
                  interest payable under this agreement which has not been
                  Converted or paid;

                  ARRANGEMENT FEE means C$200,000;

                  AURAMET TRANSACTION means the transaction set out in the
                  agreement entitled "Copper, Silver and Gold Purchase
                  Agreement" between Meston, Campbell and Auramet Trading, LLC
                  and the documents referred to in that agreement;

                  AUTHORISATION includes any consent, registration, filing,
                  agreement, certificate, licence, approval, permit, authority
                  or exemption from, by or with a Governmental Agency;

                  AUTHORISED OFFICERS means in relation to:

                  (a)      a Transaction Party, the President, the Vice
                           President, a director or a company secretary for the
                           time being;

                  (b)      a Holder, the Agent or RMBI, a director, an associate
                           director, a company secretary, a president, a
                           vice-president, an officer whose title contains the
                           word "director", "manager", "executive", "president"
                           or "vice-president" or a person performing the
                           functions of any of them,

                  or in either case a person appointed by a party to act as an
                  Authorised Officer for the purposes of the Facility or the
                  Transaction Documents;

                  AVAILABILITY PERIOD means the period commencing on the date of
                  satisfaction of the conditions precedent in clause 2.1 and
                  ending on the earlier of:

                  (a)      the First Conversion Date; and

                  (b)      the date the first Redemption Notice is given;

                  BONUS ISSUE means an issue of shares by way of capitalisation
                  of profits, reserves, share premium account or capital
                  redemption reserve fund or in any other manner;

                  BONUS SHARES means Shares issued under a Bonus Issue;

                  BUSINESS DAY means a day on which banks are open for general
                  banking business in London, Montreal, Toronto and Dublin
                  excluding Saturdays, Sundays and public holidays;

                  C$ and CANADIAN DOLLARS means the lawful currency of Canada;

                  CAMPBELL GROUP means Campbell, MSV, Meston and Corporation
                  Copper Rand Inc.;

                  CAMPBELL GROUP MEMBER means any member of the Campbell Group;

                  CAMPBELL HYPOTHEC means the hypothec granted by Campbell in
                  favour of the Agent and RMBI dated on or about the date of
                  this agreement;

                  CAMPBELL MILL means the gold processing plant owned by Meston
                  which processes ore from the Joe Mann Mine and is, among other
                  things, the subject of the Meston Hypothec;

                  CERTIFICATE means a share certificate or other document (which
                  conforms with the Listing Rules) evidencing the legal
                  ownership of a share listed on the Exchange;




                                       2
<PAGE>


                  COLLATERAL SECURITY means any present or future Encumbrance,
                  Surety Obligation or other document or agreement created or
                  entered into by MSV, another Transaction Party or another
                  person as security for the payment of the Amount Owing;

                  COMMITMENT means the obligation of RMBI to subscribe for up to
                  8 ECUs, as that obligation may be reduced or cancelled in
                  accordance with this agreement;

                  CONSTITUENT DOCUMENTS in relation to a company, means the
                  memorandum and articles of association or other constituent
                  documents of that company;

                  CONTROL in relation to Campbell includes having direct or
                  indirect power, by any means at all:

                  (a)      to control 20% or more of the total votes which might
                           be cast at its general meeting;

                  (b)      to elect or appoint a majority of its board of
                           directors; or

                  (c)      to direct its management and policies;

                  CONVENTIONAL SECURITY means a conventional hypothec, a
                  resolutory right, a right of redemption, a reservation of
                  ownership, a trust and any security device or other real
                  right, whether or not capable of registration, granted by
                  agreement for the purpose of securing the performance of an
                  obligation;

                  CONVERSION means conversion of the Issue Price of an ECU, or
                  any interest on that Issue Price, to Shares, in accordance
                  with the terms of this agreement, and CONVERT and like words
                  have corresponding meanings;

                  CONVERSION DATE means the date on which a Holder is to Convert
                  the Issue Price of an ECU, or any interest on that Issue
                  Price, to Shares in accordance with the terms of this
                  agreement, being the date nominated in a Conversion Notice
                  given under clauses 4.1,4.2 or 7.2(b)(l);

                  CONVERSION NOTICE means a notice substantially in the form
                  attached to the ECU Certificate;

                  CONVERSION PERIOD means the period beginning on the First
                  Conversion Date and ending on the Final Conversion Date;

                  CONVERSION PRICE means C$0,574 per Share;

                  CONVERSION SUM means the amount determined in accordance with
                  clause 4.6;

                  COPPER RAND PROJECT means the gold and copper project, located
                  in the McKenzie Township in the Province of Quebec, and
                  includes without limitation, all mining rights, all rights
                  with respect to the areas the subject of those mining rights,
                  Product, Authorisations, Environmental Approvals, mining
                  information, buildings, works, workshops, facilities,
                  improvements, structures, systems, fixtures, plant, machinery,
                  tools and other movable property at any time used or intended
                  for use in connection with or incidental to the exploration,
                  mining, storage, transporting, processing and marketing of
                  Product, and all associated facilities and infrastructure;

                  CURRENT MARKET PRICE means on a Conversion Date, the price
                  determined in accordance with clause 4.5;




                                       3
<PAGE>


                  DECEMBER 2002 AGREEMENT means a royalty agreement dated 30
                  December 2002 (as amended by a termination agreement dated 1
                  January 2003 between Meston, MSV, Campbell, Promittere and
                  others) between Meston, MSV, Campbell, Promittere and others
                  which came into force on 31 December 2002, and which is
                  referred to as the December 2002 Agreement in the MSV Titles
                  Opinion and the Meston Titles Opinion;

                  DEFAULT means any event of default described in part 10;

                  DISCLOSURE DOCUMENTS means, in respect of Campbell, its:

                  (a)      Annual Report for the fiscal year ended 31 December
                           2003;

                  (b)      Management Proxy Circular used in connection with the
                           solicitation of proxies from the shareholders of
                           Campbell in connection with the annual and special
                           meeting of the shareholders of Campbell held on 12
                           May 2004;

                  (c)      Annual Report on Form 20-F for the fiscal year ended
                           31 December 2003 including the documents incorporated
                           by reference;

                  (d)      the consolidated audited financial statements of
                           Campbell for the fiscal years ended 31 December 2003
                           and 2002;

                  (e)      the interim unaudited consolidated financial
                           statements of Campbell as at 30 June 2004 and 2003
                           and for the three month and six month periods
                           preceding those dates, together with the interim
                           Management's Discussion and Analysis which is
                           attached;

                  (f)      Management's Discussion and Analysis of Operating
                           Results for the year ended 31 December 2003; and

                  (g)      unaudited non-consolidated financial statements of
                           all Campbell Group Members for the fiscal year ended
                           31 December 2003;

                  DOCUMENTS means the Project Documents and the Transaction
                  Documents;

                  ECU means an exchangeable capital unit of C$500,000 issued on
                  the terms set out in this agreement;

                  ECU CERTIFICATE means a certificate substantially in the form
                  of schedule 2;

                  ECU NOTICE means a notice substantially in the form of
                  schedule 1;

                  ENCUMBRANCE means a legal cause of preference, a dismemberment
                  of the right of ownership, a special mode of ownership, a
                  restriction on the right to dispose or an interest or power:

                  (a)      reserved in an interest in any asset including any
                           retention of title: or

                  (b)      created or otherwise arising in any interest in any
                           asset under a Conventional Security, mortgage,
                           charge, bill of sale, lien, pledge, trust or power,

                  by way of security for the payment of a debt, another monetary
                  obligation or the performance of another obligation, and
                  includes an agreement to grant or create any of the above;

                  ENVIRONMENTAL APPROVALS means all permits, consents,
                  approvals, licences, certificates or other authorisations of
                  any kind required by an Environmental Law;




                                       4
<PAGE>


                  ENVIRONMENTAL LAW means any Law concerning environmental
                  matters, and includes but is not limited to Laws concerning
                  land use, development, pollution, restoration, waste disposal,
                  toxic and hazardous substances, conservation of natural or
                  cultural resources and resource allocation including any Law
                  relating to exploration for, and development or exploitation
                  of, any natural resource;

                  ENVIRONMENTAL LIABILITIES means any obligation, requirement,
                  expense, penalty or fine under an Environmental Law which
                  would or could be imposed on a Campbell Group Member, or an
                  Authorised Officer or employee of a Campbell Group Member, or
                  any occupier of the Project Area or other area now or in the
                  future owned or occupied by a Campbell Group Member;

                  EQUIPMENT FINANCE means Financial Indebtedness used by a
                  Transaction Party for the purpose of acquiring Movable Plant
                  and Equipment;

                  EXCHANGE means The Toronto Stock Exchange or, if the Shares
                  are not listed on that stock exchange, the stock exchange on
                  which the Shares are listed as may be selected by Campbell and
                  approved by the Finance Parties;

                  EXCHANGE APPROVAL means the approval of the Exchange in
                  connection with the transactions contemplated in the
                  Transaction Documents, including the issuance of the ECUs, the
                  issuance of Shares on Conversion and the listing of the Shares
                  required to be available for Conversion;

                  EXCHANGE BUSINESS DAYS means days on which trading of
                  securities takes place on the Exchange;

                  FACILITY means the ECU facility provided to MSV by RMBI in
                  accordance with part 3;

                  FINAL CONVERSION DATE means the date 24 months from the first
                  Issue Date;

                  FINANCE PARTY means either the Agent, RMBI or any other Holder
                  and FINANCE PARTIES means both of them;

                  FINANCIAL INDEBTEDNESS means any debt or other monetary
                  liability in respect of moneys borrowed or raised or financial
                  accommodation including, but not limited to, under or in
                  respect of any:

                  (a)      bill, bond, debenture, note, letter of credit, bank
                           guarantee or similar instrument;

                  (b)      acceptance, endorsement or discounting arrangement;

                  (c)      Surety Obligation;

                  (d)      finance lease;

                  (e)      deferred purchase price (for more than 90 days) of
                           any asset or service;

                  (f)      obligation to deliver goods or provide services paid
                           for in advance by any financier or in relation to
                           another financing transaction; or

                  (g)      amount of capital and premium payable on or in
                           connection with the redemption of preference shares
                           or an amount of purchase price payable for or in
                           connection with the acquisition of redeemable
                           preference shares,

                  and irrespective of whether the debt or liability:

                  (h)      is present or future;



                                       5
<PAGE>


                  (i)      is actual, prospective, contingent or otherwise;

                  (j)      is at any time ascertained or unascertained;

                  (k)      is owed or incurred alone or severally or jointly or
                           both with another person; or

                  (l)      is a combination of the above;

                  FIRST CONVERSION DATE means the date 6 months from the first
                  Issue Date;

                  FORCE MAJEURE EVENT means:

                  (a)      an act of God;

                  (b)      war, revolution, or any other unlawful act against
                           public order or authority;

                  (c)      a restraint by any Governmental Agency; or

                  (d)      any other event which a reasonable person could not
                           foresee or reasonably make provision for or insure
                           against,

                  which wholly or partially prevents, hinders, obstructs, delays
                  or interferes with the development or operation of the Mining
                  Assets or the sale of Product;

                  GOVERNMENTAL AGENCY means a government or a governmental,
                  quasi-governmental, administrative, fiscal or judicial body,
                  department, commission, authority, tribunal, agency or entity;

                  GUARANTEE means the guarantee and indemnity dated on or about
                  the date of this agreement between each Guarantor and the
                  Agent;

                  HOLDER means RMBI or a person who becomes entitled to the
                  benefit of an ECU under clause 6.1;

                  INSOLVENCY EVENT means the happening of any of the following
                  events with respect to a Campbell Group Member:

                  (a)      an application is made to a court for an order that a
                           Campbell Group Member be wound up and that
                           application is not discharged or removed within 10
                           Business Days of it being made, or an order is made
                           that a Campbell Group Member be wound up;

                  (b)      an application is made to a court for an order
                           appointing a liquidator or provisional liquidator in
                           respect of a Campbell Group Member and that
                           application is not discharged or removed within 10
                           Business Days of it being made, or one of them is
                           appointed, whether or not under an order;

                  (c)      a receiver, receiver and manager, official manager,
                           trustee, administrator, controller or similar
                           official is appointed over any of the assets or
                           undertaking of a Campbell Group Member;

                  (d)      except to reconstruct or amalgamate while solvent on
                           terms approved by the Agent, a Campbell Group Member
                           enters into, or resolves to enter into, a scheme of
                           arrangement, deed of company arrangement or
                           composition with, or assignment for the benefit of,
                           all or any class of its creditors, or it proposes a
                           reorganisation, moratorium or other administration
                           involving any of them;


                                       6
<PAGE>


                  (e)      a Campbell Group Member resolves to wind itself up,
                           or otherwise dissolve itself, or gives notice of
                           intention to do so, except to reconstruct or
                           amalgamate while solvent on terms approved by the
                           Agent or is otherwise wound up or dissolved;

                  (f)      a Campbell Group Member:


                           (1)      is insolvent or unable to pay its debts when
                                    they are due;

                           (2)      states that it is insolvent or unable to pay
                                    its debts when they are due;

                           (3)      is insolvent as defined in any applicable
                                    law; or

                           (4)      commits an act of bankruptcy under the
                                    Bankruptcy and Insolvency Act (Canada);


                  (g)      a Campbell Group Member suspends payment of its debts
                           generally;

                  (h)      a Campbell Group Member takes any step to obtain
                           protection or is granted protection from its
                           creditors under any applicable law, including under
                           the Bankruptcy and Insolvency Act (Canada) or under
                           the Companies' Creditors Arrangement Act (Canada);

                  (i)      a Campbell Group Member becomes an insolvent under
                           administration as defined in any applicable law or
                           action is taken which could result in that event;

                  (j)      a notice to deregister under any applicable law is
                           given to, or an application to deregister is made by,
                           or in respect of a Campbell Group Member; or

                  (k)      anything analogous or having a substantially similar
                           effect to any of the events specified above happens
                           under the law of any applicable jurisdiction,
                           including the laws of the Province of Quebec;

                  INTER-COMPANY CLAIMS means all debts and liabilities of each
                  Transaction Party to any other Transaction Party on any
                  account and in any capacity, irrespective of whether the debts
                  and liabilities:

                  (a)      are present or future;

                  (b)      are actual, prospective, contingent or otherwise;

                  (c)      are at any time ascertained or unascertained;

                  (d)      are owed or incurred by or on account of a
                           Transaction Party alone severally or jointly with
                           another person;

                  (e)      are owed to or incurred for the account of a
                           Transaction Party alone, or severally or jointly with
                           another person;

                  (f)      are owed to another person as agent (whether
                           disclosed or not) for or on behalf of a Transaction
                           Party; or

                  (g)      comprise a combination of the above;

                  INTEREST CONVERSION AMOUNT means:



                                       7
<PAGE>


                  (a)      with respect to a Conversion under clause 4.1,
                           interest which has accrued since the Interest Payment
                           Date which immediately precedes the Conversion Date
                           applicable to the Conversion; and

                  (b)      with respect to a Conversion under clause 4.3,
                           interest which MSV has elected to capitalise on the
                           Interest Payment Date to which that Conversion
                           relates and which is to be Converted under that
                           clause;

                  INTEREST PAYMENT DATE means:

                  (a)      each Quarterly Date occurring after the first Issue
                           Date; and

                  (b)      the Final Conversion Date;

                  ISSUE DATE means each date on which RMBI pays the Issue Price
                  for an ECU to MSV under part 3;

                  ISSUE PRICE means C$500,000 for each ECU;

                  JOE MANN PROJECT means the gold and copper mine and all
                  present and future associated immovable and movable property
                  and infrastructure known as the Joe Mann Mine located in the
                  Province of Quebec, Canada and includes the Campbell Mill;

                  JUNE 2002 AGREEMENT means a royalty agreement dated 30 April
                  2002 (as amended by a termination agreement dated 1 January
                  2003 between Meston, MSV, Campbell, Promittere and others)
                  between Meston, MSV, Campbell, Promittere and others which
                  came into force on 30 June 2002 and has been registered on the
                  MRN Register under number 50526 in respect of MSV and under
                  number 50527 in respect of Meston, and which is referred to as
                  the June 2002 Agreement in the MSV Titles Opinion and the
                  Meston Titles Opinion;

                  LAND REGISTER has the same meaning as that expression is given
                  in the MSV Titles Opinion and the Meston Titles Opinion;

                  LAVERY means Lavery de Billy LLC;

                  LAVERY OPINION means the opinion of Lavery as counsel for MSV
                  and the Guarantors in relation to matters under the laws of
                  the Province of Quebec and the federal laws of Canada
                  applicable in the Province of Quebec, including, without
                  limitation, the Securities Laws;

                  LAWS means all applicable
                  federal, provincial, municipal and regional statutes, laws,
                  rules, regulations, by-laws or orders;

                  LENDING OFFICE means the office of RMBI set out on page 1 of
                  this agreement or any other office notified in writing by the
                  Agent or a Holder to MSV in accordance with this agreement;

                  LIBO PAGE means the page entitled "LIBO" on the Reuters
                  Monitor Money Rates Service or any other page which may
                  replace the LIBO page for the purpose of displaying offered
                  rates for United States Dollar deposits;

                  LIBOR on any date, means the rate per cent per annum
                  determined by the Agent to be:

                  (a)      the average of the rates quoted on the LIBO Page at
                           about 11.00 am (London time) on that date as being
                           the rate per annum at which United States Dollar
                           deposits are offered for a period of 90 days,
                           eliminating the




                                       8
<PAGE>


                           highest rate or (where more than one bank quoting a
                           rate on the LIBO Page quotes, the highest rate) one
                           of the highest rates and eliminating the lowest rate
                           or (where more than one bank quoting a rate on the
                           LIBO Page quotes the lowest rate) one of the lowest
                           rates, and rounding up the resultant figure to 4
                           decimal places;

                  (b)      where 2 or less rates are quoted for the relevant
                           period on the LIBO Page at the relevant time, the
                           average of the rates notified to the Agent on that
                           date by each Reference Bank to be the rate per annum
                           at which United States Dollar deposits are offered to
                           that Reference Bank for a period of 90 days, rounding
                           up the resultant figure to 4 decimal places; or

                  (c)      if LIBOR cannot be determined in accordance with
                           paragraphs (a) or (b) of this definition, the rate
                           most nearly approximating the rate that would
                           otherwise have been calculated by the Agent in
                           accordance with paragraph (a) having regard to
                           comparable indices then available in the financial
                           markets;

                  LISTING RULES means the listing rules of the Exchange together
                  with any agreement between Campbell and the Exchange in
                  connection with the listing of the Shares;

                  MARGIN means 3.5% per annum;

                  MATERIAL ADVERSE CHANGE means a material adverse change in the
                  financial condition or property of a Campbell Group Member or
                  a Transaction Party which would have a Material Adverse
                  Effect;

                  MATERIAL ADVERSE EFFECT means a material adverse effect on:

                  (a)      the ability of a Transaction Party to perform an
                           obligation under a Transaction Document to which it
                           is a party;

                  (b)      the value of the Secured Property; or

                  (c)      the business or operations of a Campbell Group
                           Member;

                  MESTON HYPOTHEC means the hypothec granted by Meston in favour
                  of the Agent and RMBI on or about the date of this agreement;

                  MESTON NSR means the agreement between Meston and Repadre
                  Capital Corporation dated 23 April 1993, registered on the MRN
                  Register under registration number 47463 and at the Land
                  Register under registration number 2744965 (files number
                  90-A-241-1, 90-A-241-2 and 90-A-241-3, replaced respectively
                  by 90-A-1845, 90-A-1846 and 90-A-1847) which provides for a
                  net smelter return royalty in favour of Repadre Capital
                  Corporation;

                  MESTON TITLES OPINION means the opinion dated 26 October 2004
                  of Michel Lusignan as counsel for the Transaction Parties in
                  relation to certain Mineral Rights and Mining Tenements which
                  are owned by Meston;

                  MINERAL RIGHTS means:

                  (a)      the Mining Tenements;

                  (b)      all entitlements of any of the Transaction Parties to
                           carry out exploration, development or mining
                           activities in the Project Area;



                                       9
<PAGE>


                  (c)      any present or future interest from time to time held
                           by or on behalf of any of the Transaction Parties in
                           any present or future mineral right, mining lease,
                           right, lease, licence, claim, permit or other
                           authority which confers or may confer a right to
                           prospect or explore for or mine any metals or
                           minerals (including precious stones) in any part of
                           the of the Project Area;

                  (d)      any present or future renewal, extension,
                           modification, substitution, amalgamation or variation
                           of any of the mineral rights described above, whether
                           extending over the same or greater or lesser area;
                           and

                  (e)      any present or future application for or interest in
                           any of the above, which confers or which, when
                           granted, will confer the same or similar rights;

                  MINING ASSET means:

                  (a)      the Projects; and

                  (b)      to the extent not included in (a), the Secured
                           Property;

                  MINING LAW means the Mining Act (Quebec);

                  MINING TENEMENTS means the mining tenements described in the
                  Schedule "A" to both the MSV Hypothec and the Meston Hypothec;

                  MOBILE PLANT AND EQUIPMENT means:

                  (a)      mobile plant and equipment constituting:

                           (1)      vehicles; and

                           (2)      earth-moving equipment,

                  but excluding, for greater certainty:

                  (b)      items of plant or equipment or other corporeal
                           movable property which are capable of being moved but
                           are fixed to any part of the Project in the ordinary
                           course of their use or which are physically attached
                           or joined to any party of the Project including,
                           without limitation:

                           (1)      compressors; and

                           (2)      hoists;

                  MRN REGISTER has the same meaning as that expression is given
                  in the MSV Titles Opinion and the Meston Titles Opinion;

                  MSV HYPOTHEC means the hypothec granted by MSV in favour of
                  the Agent, as fonde de pouvoir, on or about the date of this
                  agreement;

                  MSV NSR means the agreement (as amended by a purchase and sale
                  agreement dated 16 December 1997) between Corner Bay Minerals
                  Inc., Corner Bay Resources Inc., SOQUEM Inc., MSV and
                  Explorations Cache Inc. dated 14 October 1994 and registered
                  on the MRN Register under registration number 447914 which
                  provides for a net smelter return royalty of 2% in favour of
                  Corner Bay Resources Inc. and SOQUEM Inc.;

                  MSV TITLES OPINION means the opinion dated 26 October 2004 of
                  Michel Lusignan as counsel for the Transaction Parties in
                  relation to certain Mineral Rights and Mining Tenements which
                  are owned by MSV;




                                       10
<PAGE>


                  1991 TRANSACTION means the debenture, preferred share and swap
                  transaction described in Notes 7 and 10 (a) to the financial
                  statements for the fiscal year ended 31 December 2003
                  contained in the Annual Report (Form 20-F) for Campbell lodged
                  with the United States Securities Exchange Commission;

                  1991 TRANSACTION OPINION means the opinion of Lavery as
                  counsel for Campbell in regard to liabilities of the
                  Transaction Parties with respect to the 1991 Transaction;

                  PAYMENT CURRENCY means the currency in which any payment is
                  actually made;

                  PERMITTED ENCUMBRANCES means the Encumbrances described in
                  schedule 4;

                  POTENTIAL DEFAULT means an event which with the giving of
                  notice, passing of time, fulfilment of some other condition or
                  any combination of these may become a Default;

                  POWER means any right, power, authority, discretion or remedy
                  conferred on a Finance Party by any Transaction Document or
                  any applicable Law;

                  PRINCIPAL CONVERSION AMOUNT means the Issue Price of an ECU
                  that has not been Converted;

                  PRIVATE PLACEMENT POLICY means the rules and policies of the
                  Exchange relating to the issuance of treasury securities
                  without prospectus disclosure in reliance on an exemption from
                  the prospectus requirement of applicable Canadian securities
                  legislation;

                  PRODUCT means the present and future right, title and interest
                  of a Campbell Group Member in and to all gold and copper
                  (including without limitation, gold and copper bearing
                  material, dore bullion, refined gold and copper concentrates)
                  and other metals and minerals mined, extracted or derived from
                  the Project Area and the Projects;

                  PROJECTS means each of:

                  (a)      the Joe Mann Project; and

                  (b)      the Copper Rand Project;

                  PROJECT AREA means:

                  (a)      the areas the subject of the Mining Tenements; and

                  (b)      any freehold, lease and other land and immovable
                           property in respect of which a Campbell Group Member
                           has a right, interest or servitude or right of access
                           to or entry upon for the purposes of the Joe Mann
                           Project;

                  PROJECT ASSETS means all the right, title and interest both
                  present and future of any of the Transaction Parties which is
                  attributable to the Joe Mann Project and includes all the
                  right, title and interest both present and future of any of
                  the Transaction Parties in, to, under or derived from any of:

                  (a)      the Mineral Rights in respect of the mining tenements
                           described in Schedule "A" to the Meston Hypothec;

                  (b)      Product derived from the Project Area;

                  (c)      the Project Area;



                                       11
<PAGE>


                  (d)      each Project Document;

                  (e)      any title to or interest in any land or immovable
                           property, lease, servitude, right of way or right to
                           occupy land or immovable property which is held now
                           or at a later time by a Transaction Party in respect
                           of the Joe Mann Project, including without limitation
                           the immovable property described in the schedule to
                           the Meston Hypothec and all present and future rents
                           produced by any of those immovables and all present
                           and future indemnities paid under any insurance
                           contracts covering those rents;

                  (f)      each Authorisation and Environmental Approval in
                           relation to the Joe Mann Project;

                  (g)      any other contract, agreement, permit, lease,
                           licence, consent, servitude, right of way and other
                           rights or interests in land or immovable property,
                           which relates to the exploration, prospecting,
                           appraisal, development, production, transportation
                           and processing of Product from the Joe Mann Project
                           and the sale of that Product;

                  (h)      all:

                           (1)      geological, geophysical or technical
                                    information in the custody or control of a
                                    Transaction Party and all other intellectual
                                    and industrial property of a Transaction
                                    Party that relates to the presence, absence,
                                    extent or production of deposits of the
                                    Product in the Project Area or which has
                                    been obtained from the exploration and
                                    prospecting for, or production or
                                    development of, Product within the Project
                                    Area or any area which may in the future
                                    form part of the Project Area; and

                           (2)      documents and records relating to the Joe
                                    Mann Project;

                  (i)      all buildings, works, workshops, facilities,
                           improvements, structures, systems, fixtures, plant,
                           furnaces, machinery barges, tools and other movable
                           property at any time used or intended for use in
                           connection with or incidental to the exploration,
                           mining, storage, transporting and processing of
                           Product extracted or derived from the Joe Mann
                           Project, and all associated facilities and
                           infrastructure (including any treatment or processing
                           plant); and

                  (j)      all present and future proceeds from any of the above
                           including under all present and future insurance
                           contracts and under any expropriation;

                  PROJECT CASHFLOW MODEL AND CAPITAL SCHEDULE means a 24 month
                  cashflow model for Campbell and its subsidiaries and the
                  Projects and a development and capital schedule in relation to
                  the Projects to be prepared by MSV or Campbell in a form
                  acceptable to the Agent, provided to the Agent under clause
                  2.1(i);


                  PROJECT DOCUMENTS means:

                  (a)      all instruments and indicia of title to the Mineral
                           Rights and all other documentation under which a
                           Transaction Party derives the right to prospect,
                           explore, develop or mine the Project Area;

                  (b)      all instruments or agreements relating to the supply
                           of utilities, including without limitation, water and
                           power, to the Joe Mann Project;


                                       12
<PAGE>


                  (c)      all surface leases and other instruments in respect
                           of the storage or use of tailings, effluent or other
                           materials in respect of the Joe Mann Project; and

                  (d)      each Sales Contract;


                  PROMITTERE means Promittere Asset Management Limited;

                  QUARTERLY DATE means each of 31 December, 31 March, 30 June
                  and 30 September in each year;

                  RATE means the aggregate of:

                  (a)      LIBOR; and

                  (b)      the Margin;

                  RECEIVABLES means any right of Meston to payment for Product
                  sold, including, but not limited to, the rights to receive
                  payment under a Sales Contract;

                  REDEMPTION means redemption of the Issue Price of an ECU, and
                  any interest on that Issue Price, by MSV in accordance clause
                  4.2, and REDEEM and like words have corresponding meanings;

                  REDEMPTION DATE means the date on which MSV Redeems an ECU,
                  being the date nominated in a Redemption Notice given under
                  clause 4.2(a);

                  REDEMPTION NOTICE means the notice substantially in the form
                  of schedule 3;

                  REFERENCE BANK means the principal London offices of Barclays
                  Bank PLC, JPMorgan Chase & Co. and National Westminster Bank
                  plc;

                  RELEVANT CURRENCY means the currency in which a payment must
                  be made under this agreement or any other Transaction
                  Document;

                  RESTORATION FLANS means any and all rehabilitation and
                  restoration plans required under the Mining Law (including any
                  modifications approved by the relevant Governmental Agencies
                  from time to time) with respect to the Mining Assets, and
                  includes all obligations to be performed in respect to the
                  rehabilitation of all tailings (if any) and any financial
                  guarantee and amount required to be placed on deposit with
                  Governmental Agencies in connection with those obligations;

                  ROYALTY means:

                  (a)      the Meston NSR;

                  (b)      the MSV NSR;

                  (c)      the 2001 Agreement as it relates to Meston;

                  (d)      the June 2002 Agreement as it relates to Meston; and

                  (e)      the December 2002 Agreement as it relates to Meston;

                  SALES CONTRACT means any contract, agreement or arrangement
                  for the sale, transfer or other disposal, or any contract,
                  agreement or arrangement for any agency for sale, exchange,
                  transfer or other disposal of Product derived or extracted
                  from the Joe Mann Project;

                  SAME DAY FUNDS means a bank draft, a certified cheque or other
                  immediately available funds by way of wire transfer;

                  SECURED PROPERTY means the property the subject of the
                  Security;



                                       13
<PAGE>


                  SECURITIES LAWS means all applicable securities laws in each
                  of the provinces and territories of Canada and the respective
                  regulations and rules under those laws together with
                  applicable published policy statements of the securities
                  regulatory authorities in those provinces and territories;

                  SECURITY means:

                  (a)      the Campbell Hypothec;

                  (b)      the Meston Hypothec;

                  (c)      the MSV Hypothec;

                  (d)      any Collateral Security;

                  SHARES means fully paid common shares in the capital of
                  Campbell;

                  STOCK INCENTIVE PLAN means each existing and any future stock
                  incentive plan approved by the shareholders of Campbell which
                  gives a person the option to purchase Shares on any terms;

                  SURETY OBLIGATION means a guarantee, suretyship, letter of
                  credit, letter of comfort or another obligation (whatever
                  called and of whatever nature):

                  (a)      to provide funds (whether by the advance or payment
                           of money, the purchase of or subscription for shares
                           or other securities, the purchase of assets or
                           services, or otherwise) for the payment or discharge
                           of;

                  (b)      to indemnify a person against the consequences of
                           default in the payment of; or

                  (c)      to be responsible for,

                  a debt or monetary liability of another person or the
                  assumption of any responsibility or obligation in respect of
                  the insolvency or the financial condition of another person;

                  TAXES means taxes, levies, imposts, deductions, charges,
                  withholdings and duties imposed by any authority (including,
                  but not limited to, stamp and transaction duties), (together
                  with any related interest, penalties, fines and expenses in
                  connection with them), except if imposed on the overall net
                  income of a Holder;

                  TRADING PERIOD means for the purposes of determining the
                  Current Market Price the period of 20 Exchange Business Days
                  ending on the date on which the Shares were last sold on the
                  Exchange before the date referred to in clauses 4.5(a)(l),
                  4.5(a)(2) or 4.5(a)(3) (as applicable);

                  TRANSACTION DOCUMENTS means:

                  (a)      this agreement;

                  (b)      the Security;

                  (c)      the Guarantee;

                  (d)      the ECU Certificates; and

                  (e)      any other document which the parties agree in writing
                           is a Transaction Document for the purposes of this
                           agreement;

                  TRANSACTION PARTIES means:




                                       14
<PAGE>


                  (a)      MSV;

                  (b)      Campbell;

                  (c)      Meston; and

                  (d)      any other person who MSV, the Guarantors and the
                           Agent agree is a Transaction Party for the purpose of
                           this agreement;

                  2001 AGREEMENT means a royalty agreement (as amended by a
                  termination agreement dated 1 January 2003 between Meston,
                  MSV, Campbell, Promittere and others) between Meston, MSV,
                  Campbell, Promittere and others which came into force on 31
                  December 2001 and has been registered on the MRN Register
                  under number 50327 in respect of MSV and 50326 in respect of
                  Meston, and which is referred to as the 2001 Agreement in the
                  MSV Titles Opinion and the Meston Titles Opinion;

                  VOLUME WEIGHTED AVERAGE TRADING PRICE or VWATP means the price
                  per Share calculated in accordance with clause 4.6(b).

         1.2      INTERPRETATION

                  In this agreement, headings and underlinings are for
                  convenience only and do not affect the interpretation of this
                  agreement and, unless the context otherwise requires:

                  (a)      words indicating the singular include the plural and
                           vice versa;

                  (b)      words indicating a gender include any gender;

                  (c)      other parts of speech and grammatical forms of a word
                           or phrase defined in this agreement have a
                           corresponding meaning;

                  (d)      an expression indicating a natural person includes
                           any company, partnership, trust, joint venture,
                           association, corporation or other body corporate and
                           any Governmental Agency;

                  (e)      a reference to any thing (including, but not limited
                           to, any right) includes a part of that thing;

                  (f)      a reference to a part, clause, party, annexure,
                           exhibit or schedule is a reference to a part and
                           clause of, and a party, annexure, exhibit and
                           schedule to, this agreement and a reference to this
                           agreement includes any annexure, exhibit or schedule;

                  (g)      a reference to a statute, regulation, proclamation,
                           ordinance or by-law includes all statutes,
                           regulations, proclamations, ordinances or by-laws
                           amending, consolidating or replacing it, and a
                           reference to a statute includes all regulations,
                           proclamations, ordinances and by-laws issued under
                           that statute;

                  (h)      a reference to a document, includes all amendments or
                           supplements to, or replacements or novations of, that
                           document, except when that reference is to a Royalty;

                  (i)      a reference to a party to a document includes that
                           party's successors and permitted assigns;




                                       15
<PAGE>


                  (j)      a reference to an agreement other than this agreement
                           includes an undertaking, deed, agreement or legally
                           enforceable arrangement or understanding whether or
                           not in writing;

                  (k)      a reference to an asset includes all property of any
                           nature, including, but not limited to, a business,
                           and all rights, revenues and benefits;

                  (1)      a reference to a document includes any agreement in
                           writing, or any certificate, notice, instrument or
                           other document of any kind;

                  (m)      a reference to liquidation includes official
                           management, appointment of an administrator,
                           compromise, arrangement, merger, amalgamation,
                           reconstruction, winding-up, dissolution, assignment
                           for the benefit of creditors, scheme, composition or
                           arrangement with creditors, insolvency, bankruptcy,
                           or any similar procedure or, where applicable,
                           changes in the constitution of any partnership or
                           person, or death;

                  (n)      a Default "continues" until it has been waived by the
                           Agent or rectified;

                  (o)      where the day on or by which any matter or thing is
                           to be done is not a Business Day, that matter or
                           thing must be done on or by the following Business
                           Day; and

                  (p)      a reference to MSV, the Guarantors, the Agent, RMBI
                           or a Holder, subject to part 6, is a reference to or
                           includes, as appropriate, their respective
                           successors, transferees and assigns.

         1.3      ACCOUNTING PRINCIPLES

                  In this agreement, unless the context otherwise requires:

                  (a)      all computations and determinations as to financial
                           matters, and all financial statements to be delivered
                           under this agreement, must be made or prepared in
                           accordance with generally accepted accounting
                           practices and principles determined with reference to
                           the Handbook of the Canadian Institute of Chartered
                           Accountants, as amended from time to time, as
                           applicable to public enterprises, consistently
                           applied; and

                  (b)      all accounting terms used in this agreement have the
                           meanings respectively given to those terms by those
                           practices and principles for the time being.


2        CONDITIONS PRECEDENT

         2.1      CONDITIONS PRECEDENT TO ISSUE OF FIRST ECU

                  RMBI is not obliged to pay the Issue Price for the first ECU
                  until the Agent has received all of the following in form and
                  substance satisfactory to it:

                  (a)      CONSTITUENT DOCUMENTS: a certified copy of the
                           Constituent Documents of MSV and each of the
                           Guarantors;

                  (b)      TRANSACTION DOCUMENTS: an original copy of each of
                           the Transaction Documents (other than any Collateral
                           Security), executed, stamped (if necessary) and,
                           where applicable, in registrable form together with
                           all fully


                                       16
<PAGE>


                           executed documents and other things necessary to
                           effect registration of them;

                  (c)      PROJECT DOCUMENTS: a certified copy of any Project
                           Documents requested by the Agent;

                  (d)      CORPORATE AUTHORISATION: a certified copy of a
                           resolution of the directors of MSV and each of the
                           Guarantors approving the issue of the ECU
                           Certificates and the transactions contemplated by the
                           Transaction Documents, authorising execution by MSV
                           and the Guarantors of the Transaction Documents to
                           which each is a party, and authorising a person or
                           persons (being Authorised Officers) to sign notices,
                           certificates or other documents in connection with
                           the Transaction Documents on behalf of MSV and the
                           Guarantors;

                  (e)      AUTHORISED SIGNATORIES: a certified copy of the
                           signatures of all Authorised Officers of MSV who are
                           authorised to sign notices, certificates or other
                           documents in connection with the Transaction
                           Documents on its behalf;

                  (f)      LEGAL OPINIONS: the:


                           (1)      Lavery Opinion;

                           (2)      1991 Transaction Opinion;

                           (3)      MSV Titles Opinion; and

                           (4)      Meston Titles Opinion;

                  (g)      ACCOUNTS: a certified copy of:

                           (1)      the consolidated financial statements of
                                    Campbell and its subsidiaries for the
                                    financial year ending on 31 December 2003;
                                    and

                           (2)      the consolidated unaudited financial
                                    statements of Campbell and its subsidiaries
                                    for the 6 month period ending on 30 June
                                    2004;


                  (h)      INSURANCE: evidence of compliance with clause 9.1(e);

                  (i)      PROJECT CASHFLOW MODEL AND CAPITAL SCHEDULE: of the
                           Project Cashflow Model and Capital Schedule;

                  (j)      AURAMET TRANSACTION: full particulars of the terms of
                           the Auramet Transaction;

                  (k)      ENQUIRIES: results of searches, enquiries and
                           requisitions concerning the Project, MSV and the
                           Guarantors and their capacity to enter into and
                           perform their obligations under the Transaction
                           Documents to which each is a party;

                  (1)      MINERAL RIGHTS: evidence that the Mineral Rights are
                           valid and in good standing;

                  (m)      AUTHORISATIONS: evidence that all Authorisations
                           required for the Transaction Documents and the
                           transactions contemplated by them have been obtained;

                  (n)      ARRANGEMENT FEE: evidence that MSV has paid or has
                           made satisfactory arrangements to pay the Arrangement
                           Fee to the Agent under clause 13.1;




                                       17
<PAGE>


                  (o)      EXCHANGE APPROVALS: evidence that all necessary
                           Exchange Approvals to this agreement and the
                           transactions contemplated by it have been obtained;

                  (p)      CONDITIONAL ALLOTMENT OF SHARES: evidence of the
                           conditional allotment to the Holders of the Shares
                           (assuming a Conversion Sum of C$0,574) required to be
                           issued to the Holders on Conversion;

                  (q)      OTHER APPROVALS: evidence that all other approvals
                           necessary for the transactions contemplated by the
                           Transaction Documents have been obtained; and

                  (r)      OTHER MATTERS: any other certificates,
                           Authorisations, documents, matters or things which
                           the Agent, in its discretion, requires.

         2.2      CONDITIONS PRECEDENT TO THE ISSUE OF ALL ECUS

                  RMBI is not obliged to pay the Issue Price for any ECU until
                  the Agent has received all of the following in form and
                  substance satisfactory to it:

                  (a)      COMMITMENT NOT EXCEEDED: evidence that the Commitment
                           under the Facility is not, nor will it be, exceeded
                           by the provision of the ECU;

                  (b)      CERTIFICATE REGARDING MATERIAL ADVERSE EFFECT: a
                           certificate stating that since the end of the
                           accounting period for the accounts referred to in
                           clause 2.1(g), no event has occurred (and is
                           continuing) which has or may have a Material Adverse
                           Effect;

                  (c)      NO DEFAULT: evidence that no Default or Potential
                           Default has occurred and is continuing; and

                  (d)      REPRESENTATIONS AND WARRANTIES: evidence that the
                           representations and warranties in clause 8.1 are true
                           and correct on and as of the proposed Issue Date as
                           if each had been made on and as of that date in
                           respect of the facts and circumstances existing at
                           that time.

         2.3      WAIVER OF CONDITIONS PRECEDENT

                  The conditions precedent set out in clauses 2.1 and 2.2 are
                  for the benefit of the Holders, and may only be waived by the
                  Agent.

         2.4      CERTIFIED COPIES

                  Where a certified copy of a document is to be given to the
                  Agent under clause 2.1, an Authorised Officer of the relevant
                  Transaction Party must certify the copy to be a true, complete
                  and up-to-date copy of the original document as at a date
                  acceptable to the Agent.


3        ECU Facility

         3.1      ECU FACILITY

                  (a)      Subject to part 2, RMBI agrees to subscribe for up to
                           8 ECUs and to pay the Issue Price under each ECU it
                           subscribes for to MSV.



                                       18
<PAGE>


                  (b)      If the Commitment has not or will not be exceeded by
                           RMBI subscribing for an ECU the subject of an ECU
                           Notice under this clause 2.1(b), MSV may at any time
                           during the Availability Period give an ECU Notice in
                           accordance with clause 3.2 to the Agent in respect of
                           an ECU.

                  (c)      Each ECU Notice given by MSV must request payment of
                           the Issue Price for at least 2 ECUs.


         3.2      ECU NOTICE

                  (a)      Each ECU Notice given under clause 3.1 must:

                           (1)      be substantially in the form of schedule 1
                                    and signed by an Authorised Officer of MSV;

                           (2)      specify the date (which must be a Business
                                    Day during the Availability Period) which
                                    MSV proposes to be the Issue Date in
                                    relation to the ECU or ECUs the subject of
                                    the ECU Notice; and

                           (3)      be received by RMBI and the Agent not later
                                    than 11.00 am (London time) on the day 3
                                    Business Days before the Issue Date proposed
                                    in the ECU Notice.

                  (b)      MSV must give to RMBI and the Agent on the Issue Date
                           the ECU Certificates for the ECU or ECUs the subject
                           of the ECU Notice.

                  (c)      An ECU Notice is irrevocable and effective on
                           receipt.

         3.3      PROVISION OF ISSUE PRICE

                  (a)      If MSV gives an ECU Notice and provides the ECU
                           Certificate or ECU Certificates in accordance with
                           clause 3.2, RMBI will, subject to clause 3.3(b) and
                           the other terms of this agreement, provide the Issue
                           Price for each ECU the subject of the ECU Notice on
                           the applicable Issue Date.

                  (b)      RMBI will not be obliged to provide the Issue Price
                           for an ECU in accordance with clause 3.3(a) if on the
                           date for payment of the Issue Price a Default or
                           Potential Default has occurred and is continuing.

         3.4      USE OF PROCEEDS

                  (a)      MSV must use the Issue Price for an ECU for the
                           re-development of the Copper Rand Mine and for
                           general working capital purposes of the Campbell
                           Group in accordance with the Project Cashflow Model
                           and Capital Schedule.

                  (b)      Neither RMBI nor the Agent has any responsibility in
                           respect of the application of the proceeds of the
                           Issue Price for an ECU.

4        CONVERSION

         4.1      CONVERSION BY HOLDER

                  (a)      At any time during the Conversion Period, or in the
                           circumstances described in clause 4.2(b), a Holder
                           may elect to Convert any of its ECUs



                                       19
<PAGE>


                           to Shares by giving a Conversion Notice to each of
                           the Agent, MSV and Campbell not less than 5 Business
                           Days before the proposed Conversion Date.

                  (b)      The number of Shares received by the Holder under
                           clause 4.1 (a) will be the sum of:

                           (1)      in relation to the Principal Conversion
                                    Amount of an ECU, the amount determined by
                                    dividing:

                                    (A)      the Principal Conversion Amount as
                                             at the Conversion Date; by

                                    (B)      the Conversion Sum; and

                           (2)      in relation to the Interest Conversion
                                    Amount of an ECU, the amount determined by
                                    dividing:

                                    (A)      the Interest Conversion Amount as
                                             at the Conversion Date; by

                                    (B)      the Current Market Price.

                  (c)      Before 11.00am (Toronto time) on the Conversion Date,
                           the Agent will give a written notice to MSV and
                           Campbell specifying:

                           (1)      the Principal Conversion Amount;

                           (2)      the Interest Conversion Amount; and

                           (3)      the number of Shares to be issued on
                                    Conversion of the relevant ECUs.

         4.2      EARLY REDEMPTION OF ECUS BY MSV

                  (a)      At any time before the First Conversion Date, MSV may
                           elect to Redeem one or more ECUs by giving a
                           Redemption Notice to the Agent not less than 20
                           Business Days before the proposed Redemption Date.

                  (b)      If the Agent receives a Redemption Notice in
                           accordance with clause 4.2(a) and as a result of the
                           Redemption there would be less than 2 ECUs
                           outstanding, the Agent may (on account of the Holder)
                           elect to Convert one ECU (if, as a result of the
                           Redemption, there would be one ECU outstanding) and
                           up to 2 ECUs (if, as a result of the Redemption,
                           there would be no ECUs outstanding) by giving MSV and
                           Campbell a Conversion Notice in accordance with
                           clause 4.1 before the proposed Redemption Date.

                  (c)      The number of Shares the Holder receives if it elects
                           to Convert under clause 4.2(b) will be determined
                           under 4.1(b).

                  (d)      If MSV gives the Agent a Redemption Notice in
                           accordance with clause 4.2(a) it must pay the Agent
                           (on account of the Holder) on the Redemption Date in
                           Same Day Funds:

                           (1)      the Issue Price for each of the ECUs to be
                                    Redeemed (other than any ECUs the Agent has
                                    elected to Convert under clause 4.2(b)); and




                                       20
<PAGE>


                           (2)      the interest which has accrued under the
                                    terms of this agreement on each of those
                                    ECUs.

         4.3      INTEREST CONVERSION

                  (a)      If a Holder elects to Convert the Interest Conversion
                           Amount on an Interest Payment Date by giving a
                           Conversion Notice in accordance with clause
                           7.2(b)(l), then the number of Shares the Holder will
                           receive will be determined by dividing:

                           (1)      the Interest Conversion Amount as at the
                                    relevant Interest Payment Date; by

                           (2)      the Current Market Price discounted by the
                                    maximum discount permitted by the Exchange
                                    in accordance with the Private Placement
                                    Policy for that Current Market Price.

                  (b)      On or as soon as practicable after the relevant
                           Interest Payment Date, the Agent will give a written
                           notice to MSV and Campbell specifying the Interest
                           Conversion Amount and the number of Shares to be
                           issued on Conversion of the Interest Conversion
                           Amount.

         4.4      ISSUE OF SHARES

                  (a)      If Conversion occurs under clauses 4.1, 4.2 or 4.3,
                           Campbell must issue to the Holders the number of
                           Shares determined in accordance with those clauses
                           within 5 Business Days following the Conversion Date.
                           In accordance with applicable Securities Law and
                           policies of the Exchange, the Shares that may be
                           delivered on Conversion may not be sold or otherwise
                           disposed of for a period of 120 days from the date of
                           issuance of the ECU in the absence of either a
                           prospectus or an exemption from the prospectus
                           requirements under the applicable Securities Law.

                  (b)      Campbell must give Certificates to the Holders in
                           respect of that number of Shares within 15 Business
                           Days of the Conversion Date.

                  (c)      On the issue to the Holders of the Certificates
                           referred to in clause 4.4(b), the Principal
                           Conversion Amount or Interest Conversion Amount, as
                           applicable, which is the subject of the relevant
                           Conversion is deemed to have been paid by Campbell to
                           the Holder. As between Campbell and MSV, MSV
                           acknowledges in favour of Campbell that it is
                           indebted to Campbell in the amount of any Principal
                           Conversion Amount and any Interest Conversion Amount
                           deemed to have been paid by Campbell.

                  (d)      MSV and Campbell must take all necessary steps to
                           ensure that all Shares to be issued under clause
                           4.4(a) are listed on the Exchange before they are
                           issued.

                  (e)      If a Conversion occurs under clauses 4.1 or 4.2 and
                           the number of Shares to be issued under clause
                           4.4(a), in aggregate with the number of Shares
                           already issued under this agreement, would exceed
                           7,834,074, Campbell will promptly take all necessary
                           steps to have an additional number of Shares listed
                           on the Exchange to fulfil its obligations under
                           clause 4.4(d).


                                       21
<PAGE>


         4.5      CURRENT MARKET PRICE

                  (a)      The Current Market Price for a Conversion under
                           clause 4.1(b), 4.2(b) or 4.3 is the Volume Weighted
                           Average Trading Price of the Shares, expressed in C$
                           and fractions of C$, sold on the Exchange during the
                           Trading Period last occurring before:

                           (1)      in the case of a Conversion under clause
                                    4.1(b), the Conversion Date specified in the
                                    Conversion Notice given under clause 4.1
                                    (a);

                           (2)      in the case of a Conversion under clause
                                    4.2(b), the Conversion Date specified in the
                                    Conversion Notice given under that clause;
                                    and

                           (3)      in the case of a Conversion under clause
                                    4.3, the Interest Payment Date in respect of
                                    which the Conversion Notice under clause
                                    7.2(b) is given.

                  (b)      The Volume Weighted Average Trading Price is
                           calculated as follows:

                                        [ CPi x Vi ]
                           VWATP  =   E   --------
                                        [    TV    ]

                           Where:

                           VWATP is the Volume Weighted Average Trading Price;

                           CPi is the weighted average trading price of Shares
                           traded on the Exchange for day i, as provided by the
                           Exchange;

                           Vi is number of Shares traded on the Exchange on day
                           i;

                           TV is total number of Shares traded on the Exchange
                           during the Trading Period; and

                           i = each of days 1 to 20 of the Trading Period.

                  (c)      The Volume Weighted Average Trading Price will be
                           determined by reference to the actual prices and
                           volumes of the Shares traded as published by the
                           Exchange, or if not published by the Exchange, as
                           determined by the Agent from any other available
                           source.

         4.6      CONVERSION SUM

                  For the purposes of clauses 4.1(b), 4.2(b) and 4.3(a):

                  (a)      if the Current Market Price as calculated under
                           clause 4.5(a) is greater than or equal to the
                           Conversion Price and less than C$1.70, the Conversion
                           Sum will be the Conversion Price; or

                  (b)      if the Current Market Price as calculated under
                           clause 4.5(a) is greater than or equal to C$1.70, the
                           Conversion Sum will be the Current Market Price
                           multiplied by the Conversion Price divided by the
                           C$1.70.


                                       22
<PAGE>


         4.7      RESTRICTIONS ON CONVERSION AND REDEMPTION

                  In the case of a Conversion by the Holder under clause 4.1, a
                  Holder may Convert all ECUs it holds at one time or may
                  Convert one or more ECUs at different times. In the case of a
                  Redemption by MSV under clause 4.2, MSV may Redeem all ECUs at
                  one time or may Redeem one or more ECUs at different times,
                  and clause 4.2(b) will apply for the benefit of the Agent in
                  relation to each Redemption. A Holder may only Convert the
                  whole of an ECU. MSV may only Redeem the whole of an ECU.

         4.8      CONVERSION IN EXCESS OF ALLOCATED NUMBER OF SHARES

                  (a)      If a Conversion takes place and the number of Shares
                           to be issued under this agreement would on Conversion
                           exceed the Allocated Number of Shares, the Agent will
                           request MSV and Campbell to apply to the Exchange for
                           an approval (RELEVANT APPROVAL) to list more than the
                           Allocated Number of Shares.

                  (b)      MSV and Campbell will as soon as possible make, sign
                           and do all acts, matters and things necessary in
                           order to apply for and obtain the Relevant Approval
                           and comply with any conditions imposed by the
                           Exchange as part of the Relevant Approval.

                  (c)      Conversion with respect to that part of the Amount
                           Owing as relates to the number of Shares for which no
                           Relevant Approval is required will take place in
                           accordance with clauses 4.1 (a), 4.2(b) and 4.3(a) so
                           that Conversion with respect to that part of the
                           Amount Owing will occur on the Conversion Date for
                           the relevant Shares.

                  (d)      Conversion with respect to that part of the Amount
                           Owing as relates to the number of Shares for which
                           Relevant Approval is required will, despite the time
                           at which the Relevant Approval is obtained or
                           anything to the contrary contained in this agreement,
                           be deemed to occur as at the Conversion Date for the
                           relevant Shares.

                  (e)      If MSV and Campbell have not, for any reason,
                           obtained all the Relevant Approvals by the date 3
                           months after the date Conversion was to have taken
                           place under clause 4.1(a), 4.2(b) or 4.3(a), then MSV
                           and Campbell must consult with the Agent with a view
                           to determining whether the Relevant Approval can be
                           obtained. MSV and Campbell must comply with the
                           directions of the Agent in relation to taking all
                           reasonable steps which may be available to MSV and
                           Campbell to obtain Relevant Approval,

                  (f)      If the Agent, in its absolute discretion, determines
                           that the Relevant Approval cannot be obtained, or if
                           the Relevant Approval has not been obtained by the
                           date 4 months after the date Conversion was to have
                           taken place under clause 4.1(a), 4.2(b) or 4.3(a),
                           then despite any other matter referred to in this
                           clause, the Agent may, by written notice to MSV,
                           cancel the Conversion (to the extent that it has not
                           taken effect under clause 4.8(b)), in which event the
                           remainder of the Amount Owing will be due and payable
                           by MSV to the Agent on demand.



                                       23
<PAGE>


         4.9      RANKING OF SHARES

                  Each Share issued to a Holder under this part will, from the
                  date on which it is issued, rank in all respects pari passu
                  with the other then existing issued Shares, but will not carry
                  any rights to any dividends or other distributions declared or
                  paid or made on the Shares (other than as provided for in part
                  5) before the relevant Conversion Date.


5        BONUS ISSUES, RECONSTRUCTIONS, ETC

         5.1      BONUS ISSUES

                  (a)      If at any time before a Conversion Date, Campbell
                           makes a Bonus Issue and allots to the holders of
                           Shares any Bonus Shares, then Campbell must in
                           addition to any Shares to be issued to the Holder
                           under part 4 issue to the Holders the number of
                           additional Bonus Shares as the Holders would have
                           been entitled to receive by way of participation in
                           the issue of Bonus Shares if they had Converted the
                           Principal Conversion Amount into Shares:

                           (1)      immediately before the issue of Bonus
                                    Shares; or

                           (2)      if before the Conversion of the Principal
                                    Conversion Amount there has been more than
                                    one issue of Bonus Shares, immediately
                                    before the first issue of Bonus Shares, and
                                    had retained all the shares issued on
                                    Conversion together with all the Bonus
                                    Shares which would have been issued to it
                                    under this clause 5.1 following the first
                                    issue.

                  (b)      Each Bonus Share issued to the Holders under this
                           clause ranks pari passu with the then existing
                           Shares. If Conversion of an ECU does not occur on or
                           before the Final Conversion Date the entitlement of
                           the Holder of that ECU to any Bonus Shares lapses.
                           Fractional entitlements are disregarded for the
                           purposes of this clause.

         5.2      RECONSTRUCTION OF CAPITAL

                  If any reconstruction of the issued share capital of Campbell
                  occurs before the Conversion Date, the entitlement of a Holder
                  to Shares under part 4 is reconstructed in the same proportion
                  and manner as the issued share capital of Campbell is
                  reconstructed (subject to the same provisions with respect to
                  rounding of entitlements which apply to the reconstruction of
                  capital), but in all other respects the terms of Conversion
                  and the Principal Conversion Amount will remain unchanged. For
                  the purposes of this clause, reconstruction includes a
                  subdivision, consolidation or other reconstruction of shares,
                  into any greater or lesser number.

         5.3      OFFERS TO HOLDERS OF SHARES

                  (a)      If before a Conversion Date an offer is made
                           generally to the holders of Shares in Campbell to
                           subscribe for Shares or other securities of Campbell
                           (whether by way of renounceable or non-renounceable
                           rights or otherwise),




                                       24
<PAGE>


                           Campbell must ensure that there is extended to the
                           Holders the same offer that they would have received
                           if, immediately before the date of that offer (or, if
                           the offer was made to shareholders of Campbell
                           registered on a particular day, then immediately
                           before that date), they had converted all their ECUs
                           to Shares under clause 4.1 and had become registered
                           as the holder of the same number of Shares which it
                           would have been entitled to have allotted and issued
                           to it on the basis provided in clause 4.1.

                  (b)      If before a Conversion Date Campbell issues to the
                           holders of Shares securities of Campbell on a pro
                           rata basis (other than under an offer to which 5.3(a)
                           relates), Campbell must ensure that on a subsequent
                           Conversion there is issued to the Holders the same
                           number of the relevant securities that they would
                           have received if, immediately before the date of the
                           issue to the holders of Shares (or, if the issue was
                           made to shareholders of Campbell registered on a
                           particular day, then immediately before that date),
                           they had converted all their ECUs to Shares in
                           Campbell under clause 4.1 and had become registered
                           as the holder of the same number of Shares which it
                           would have been entitled to have allotted and issued
                           to it on the basis provided in clause 4.1.

                  (c)      If the Holder has not exercised its Conversion right
                           on or before the Final Conversion Date, its
                           entitlement under clause 5.3(a) lapses. The
                           entitlement of the Holders to receive securities
                           under clause 5.3(b) terminates on the latest date on
                           which Conversion can take place under this agreement,
                           but without prejudice to any entitlements which may
                           have arisen before that date.

                  (d)      Fractional entitlements are disregarded for the
                           purposes of this clause.


         5.4      ECUS TO SURVIVE MERGER ETC

                  If:

                  (a)      Campbell merges with another company (THIRD PARTY);
                           or

                  (b)      Campbell enters into an arrangement (in whatever
                           form) under which its operations alone or with those
                           of another company are disposed of to a third company
                           (THIRD PARTY),

                  Campbell must ensure it is a condition of the merger or
                  arrangement that the right to Convert in relation to Campbell
                  is transferred to a right to Convert into common shares in the
                  third party at the strike price which in the reasonable
                  opinion of the Agent would put the Holders in the same
                  position after the merger or arrangement that they were in
                  before the merger or arrangement. Without limiting the
                  foregoing, for the purposes of this clause, a MERGER includes
                  the amalgamation or arrangement of Campbell with another
                  company under the Companies Act (Quebec), the disposal by
                  shareholders of their shareholding in Campbell or a disposal
                  by Campbell of all or substantially all of its assets.

         5.5      TAKEOVERS

                  (a)      If Campbell or MSV or the Holder becomes aware that
                           the power to control 20% or more of the issued Shares
                           will or may change from the ownership on the date of
                           this agreement, then despite any other provision




                                       25
<PAGE>


                           of this agreement, the Holder is entitled to exercise
                           its right of Conversion in accordance with clause 4.1
                           even if that Conversion would occur before the First
                           Conversion Date.

                  (b)      Where a takeover or other offer is made for all the
                           Shares, the Holder may, by giving a notice to the
                           Agent, MSV and Campbell within 21 days of the date
                           which the Agent after consultation with Campbell
                           reasonably determines to be the date the takeover or
                           offer became unconditional in all material respects,
                           elect to advance the Final Conversion Date to a date
                           nominated in the notice which is within that period
                           of 21 days.

                  (c)      If Campbell or MSV becomes aware that the power to
                           control more than 20% of the issued Shares will, or
                           is likely to, change MSV must give notice of this
                           fact to each Holder so that each Holder has the
                           opportunity to Convert in accordance with part 4.

         5.6      ISSUE OF SHARES UNDER STOCK INCENTIVE PLANS

                  Campbell must not without the prior written consent of the
                  Agent issue securities of Campbell to its officers, employees,
                  consultants or other service providers, but the Agent's
                  consent is not required for:

                  (a)      any grant by Campbell of incentive options under any
                           Stock Incentive Plan; or

                  (b)      the issue of securities pursuant to the exercise of a
                           stock option under a Stock Incentive Plan granted in
                           accordance with clause 5.6(a).

         5.7      APPROVAL OF THE EXCHANGE

                  Campbell will not proceed with an issue of Bonus Shares as
                  contemplated in clause 5.1, a reconstruction as contemplated
                  in clause 5.2 or an offer to holders of Shares as contemplated
                  in clause 5.3 unless it has first received Exchange Approval
                  to permit the adjustments or issues to Holders referred to in
                  those clauses.


6        ASSIGNMENT

         6.1      TRANSFER OF ECUS

                  A Holder may transfer an ECU to a related entity or to another
                  reputable bank or other reputable financial institution, but
                  will not transfer an ECU to any other person without the
                  consent of MSV (which consent will not be unreasonably
                  withheld or delayed).

         6.2      ASSIGNMENT BY A TRANSACTION PARTY

                  A Transaction Party must not transfer or assign any of its
                  rights or obligations under a Transaction Document without the
                  prior written consent of the Agent and each Holder.




                                       26
<PAGE>


         6.3      ASSIGNMENT BY THE AGENT

                  The Agent may not transfer or assign any of its rights or
                  obligations under this agreement without the prior written
                  consent of MSV, which must not be unreasonably withheld or
                  delayed.

         6.4      PARTICIPATION PERMITTED

                  A Holder may grant by way of sub-participation (being a right
                  to share in the financial effects of this agreement without
                  rights against a Transaction Party) all or part of the
                  Holder's rights and benefits under this agreement to another
                  person without having to obtain the consent, or to notify, a
                  Transaction Party.

         6.5      ADDITIONAL COSTS

                  The Transaction Parties will not be liable to pay any cost or
                  increased cost which arises as the result of a transfer of an
                  ECU under clause 6.1 or a sub-participation under clause 6.4.
                  For greater certainty, but without restricting this clause
                  6.5, cost or increased cost also includes any withholding tax
                  applicable which is greater than the applicable withholding
                  tax as provided in the tax treaty between Canada and Ireland
                  when an event described in clauses 6.1 or 6.4 occurs.

         6.6      LENDING OFFICE

                  A Holder may change its Lending Office at any time and must
                  promptly notify MSV of the change.

         6.7      DISCLOSURE

                  (a)      Subject to clause 6.7(b), the Agent and each Holder
                           may disclose to a proposed assignee, transferee or
                           sub-participant information relating to a Transaction
                           Party or the Transaction Documents whether or not
                           confidential and whether or not the disclosure would
                           be in breach of a law or of a duty owed to a
                           Transaction Party.

                  (b)      Before making a disclosure under clause 6.7(a), the
                           Agent or the Holder must obtain a written undertaking
                           from the assignee, transferee or sub-participant (as
                           applicable) in favour of MSV and the Agent or the
                           Holder (as the case may be) that it will keep
                           confidential all information disclosed to it.


7        REPAYMENT OF ISSUE PRICE, INTEREST AND RELATED MATTERS

         7.1      REPAYMENT OF ISSUE PRICE AND INTEREST

                  If the Principal Conversion Amount of an ECU is not Converted
                  in accordance with clause 4.1 or 4.2(b) or repaid under clause
                  4.2(d) on or before the Final Conversion Date, the Principal
                  Conversion Amount for that ECU is to be repaid to the Agent
                  for the account of the Holders on the Final Conversion Date.



                                       27
<PAGE>


         7.2      INTEREST

                  (a)      The Issue Price outstanding under each ECU bears
                           interest from the date of payment of the Issue Price
                           to MSV up to (but excluding) the date the Issue Price
                           is Converted or repaid (as the case may be).

                  (b)      Interest for each ECU is payable to each Holder
                           quarterly in arrears on each Interest Payment Date,
                           but MSV may, unless prevented from doing so under
                           clause 7.2(c), elect by notice in writing to the
                           Agent no later than 10 Business Days before a
                           particular Interest Payment Date (other than the
                           Final Conversion Date) not to pay interest on all
                           that Holder's ECUs on that Interest Payment Date, in
                           which event either:

                           (1)      the Holder may elect to Convert in
                                    accordance with clause 4.3 all of the then
                                    outstanding Interest Conversion Amount for
                                    its ECUs by giving to each of MSV, Campbell
                                    and the Agent a Conversion Notice not less
                                    than 5 Business Days before the Interest
                                    Payment Date; or

                           (2)      interest will be capitalised for all that
                                    Holder's ECUs on the relevant Interest
                                    Payment Date, from which time the
                                    capitalised interest will itself bear
                                    interest.

                  (c)      MSV may not without the written consent of the Agent
                           elect to capitalise interest in accordance with
                           clause 7.2(b) if in the opinion of the Agent any
                           Relevant Approval (as that term is defined in clause
                           4.8(a)) would be required if the Agent were to
                           Convert the whole of the Amount Owing on the relevant
                           Interest Payment Date.

                  (d)      MSV must repay to the Agent for the account of the
                           Holder on the Final Conversion Date any interest
                           which MSV elects to capitalise and the Holder does
                           not elect to Convert under clause 7.2(b).

                  (e)      Interest (including interest on capitalised
                           interest):

                           (1)      accrues from day to day on the basis of a
                                    360 day year and for the actual number of
                                    days elapsed; and

                           (2)      is calculated and payable at the Rate.

         7.3      CALCULATION OF PER ANNUM INTEREST RATE

                  For the purposes of compliance with the Interest Act (Canada),
                  the equivalent yearly rate of interest for a 365 (or 366) day
                  year to any rate expressed in this agreement based on a 360
                  day year is equal to that 360 day rate multiplied by 365 (or
                  366) divided by 360.

         7.4      MAXIMUM INTEREST PAYABLE

                  Despite any provision of this agreement, in no event will the
                  aggregate "interest" (as defined in section 347 of the
                  Criminal Code (Canada) (SECTION)) payable under this agreement
                  exceed the effective annual rate of interest on the "credit
                  advanced" (as defined in the Section) under this agreement
                  lawfully permitted by the Section and if any payment collected
                  or demanded under this agreement in respect of "interest" is
                  determined to be contrary to the provisions of the Section,
                  that payment, collection or demand is deemed to have been made
                  by mutual



                                       28
<PAGE>


                  mistake of MSV, RMBI and the Agent and the amount of that
                  payment or collection will be refunded to MSV. For the
                  purposes of this agreement, the effective annual rate of
                  interest will be determined in accordance with generally
                  accepted actuarial practices and principles over the relevant
                  term and, in the event of dispute, a certificate of a Fellow
                  of the Canadian Institute of Actuaries appointed by the Agent
                  after consultation with MSV, will be prima facie evidence of
                  that rate.

         7.5      PAYMENT OF AMOUNTS - GENERAL

                  MSV must pay in full to the Agent for the account of the
                  Finance Parties entitled to them, on the dates provided in the
                  Transaction Documents, all debts and monetary liabilities of
                  MSV and each other Transaction Party to a Finance Party under
                  or in relation to a Transaction Document in any capacity. All
                  those unpaid debts and liabilities of MSV and each other
                  Transaction Party must in all events be paid before the Final
                  Conversion Date or on any other date on which the Amount Owing
                  is or is required to be repaid in full.

         7.6      LATE PAYMENTS

                  (a)      If MSV fails to pay any moneys on the due date, MSV
                           must on demand by the Agent or the Holder pay
                           interest on that overdue amount (including interest
                           on overdue interest) from the due date up to but
                           excluding the date of actual payment (after as well
                           as before judgment) at the aggregate of the Rate and
                           4.0% per annum.

                  (b)      Interest on amounts due but unpaid accrues from day
                           to day and is computed on the basis of a 360 day year
                           and for the actual number of days elapsed.

         7.7      PLACE OF PAYMENTS

                  (a)      All amounts payable by MSV to the Agent or the Holder
                           under this agreement must be paid to the Holder in C$
                           and in Same Day Funds to the Holder's nominated
                           Toronto bank account (in the case of payments to a
                           Holder) or to an account nominated by the Agent (in
                           the case of payments to the Agent).

                  (b)      To effect a payment under clause 7.7(a), MSV must no
                           later than 11.00 am (Toronto time) on the date on
                           which payment is due:

                           (1)      instruct its bank to transfer the payment
                                    immediately to the Toronto bank account
                                    nominated by the Holder or the Agent under
                                    clause 7.7(a); and

                           (2)      provide to the Agent a copy of the
                                    instruction to the bank referred to in
                                    paragraph (1) by facsimile.

                  (c)      On the Business Day immediately preceding the day MSV
                           intends to make a payment to the Agent or a Holder
                           under this agreement, MSV must give a notice to the
                           Agent or the Holder (in the case of a notice to RMBI,
                           not later than 10.00 am (Dublin time) on the date the
                           notice is given) stating that MSV intends to make a
                           payment the following Business Day and confirming the
                           amount of the payment.




                                       29
<PAGE>


         7.8      TAXES

                  If a law requires MSV to withhold or deduct Taxes from a
                  payment to be made by MSV under this Agreement so that a
                  Finance Party would not actually receive for its own benefit
                  on the due date the full amount provided for under this
                  agreement, then:

                  (a)      the amount payable is increased (and for greater
                           certainty, in the case of interest the amount of
                           interest is increased) so that, after making that
                           deduction and deductions applicable to additional
                           amounts payable under this clause, the Finance Party
                           is entitled to receive the amount it would have
                           received if no deductions had been required;

                  (b)      MSV must make the deductions; and

                  (c)      MSV must pay the full amount deducted to the relevant
                           authority in accordance with applicable law and
                           deliver the original receipts to the Agent.

         7.9      RETURN OF ECU CERTIFICATES

                  Each ECU Certificate must be returned to MSV for cancellation
                  on Conversion of the ECU the subject of that ECU Certificate
                  or repayment of the Amount Owing in full.

8        REPRESENTATIONS AND WARRANTIES

         8.1      REPRESENTATIONS AND WARRANTIES

                  MSV and each of the Guarantors represent and warrant to the
                  Agent and each Holder that:

                  (a)      INCORPORATION: each Campbell Group Member is duly
                           incorporated and validly existing under the laws of
                           the Province of Quebec or the federal laws of Canada
                           (as applicable) and has done everything necessary to
                           keep its corporate existence in good standing;

                  (b)      CORPORATE POWER: each Campbell Group Member has the
                           corporate power and capacity to own its assets and to
                           carry on its business as it is now being conducted;

                  (c)      AUTHORITY: each Transaction Party has full capacity,
                           power and authority to enter into the Documents to
                           which it is a party and to perform its obligations
                           under them;

                  (d)      CORPORATE AUTHORISATIONS: each Transaction Party has
                           taken all necessary action to authorise the
                           execution, delivery and performance of the Documents
                           to which it is a party in accordance with their
                           terms;

                  (e)      BINDING OBLIGATIONS: the Documents to which each
                           Transaction Party is a party constitute its legal,
                           valid and binding obligations and, subject to any
                           necessary stamping and registration, are enforceable
                           in accordance with their terms;


                                       30
<PAGE>


                  (f)      TRANSACTIONS PERMITTED: the execution, delivery and
                           performance by each Transaction Party of the
                           Documents to which each Transaction Party is a party
                           do not and will not violate any law, regulation,
                           authorisation, ruling, consent, judgment, order or
                           decree of a Governmental Agency, each Transaction
                           Party's Constituent Documents, or an Encumbrance or
                           document which is binding on each Transaction Party
                           or on each Transaction Party's assets;

                  (g)      AUTHORISATIONS: any Authorisations required in
                           connection with the execution and performance by each
                           Transaction Party and the validity and the
                           enforceability against each Transaction Party of each
                           of the Documents to which a Transaction Party is a
                           party, and each Transaction Party's performance of
                           the transactions contemplated by those Documents,
                           have been obtained and are in fall force and effect
                           and there has been no material default by a
                           Transaction Party in the performance of any of the
                           terms and conditions of those Authorisations;

                  (h)      REPORTING ISSUER: Campbell is a reporting issuer (or
                           the equivalent) where applicable in good standing in
                           each of the provinces and territories of Canada under
                           the applicable Securities Laws, is not included in a
                           list of defaulting reporting issuers maintained by
                           the securities commissions (or similar regulatory
                           authorities) in any of the provinces and territories
                           of Canada and is not in default of any requirement of
                           the applicable Securities Laws relating to continuous
                           disclosure and is in compliance with the bylaws,
                           rules and regulations of the Exchange;

                  (i)      NO DEFAULT OR BREACH:

                           (1)      no Transaction Party or other Campbell Group
                                    Member is in breach in a material respect
                                    under a material agreement binding on that
                                    Transaction Party or Campbell Group Member;
                                    and

                           (2)      no Transaction Party or other Campbell Group
                                    Member is in default in the payment of a
                                    material sum, or in the compliance with a
                                    material obligation in respect of Financial
                                    Indebtedness or a Surety Obligation;

                  (j)      NO LITIGATION: no litigation, arbitration, dispute or
                           administrative proceeding involving a Transaction
                           Party or other Campbell Group Member has been
                           commenced, is pending or to any Transaction Party's
                           knowledge is threatened, which if adversely
                           determined would or may have a Material Adverse
                           Effect;

                  (k)      ACCOUNTS: the most recent accounts of Campbell and
                           its subsidiaries given to the Agent under this
                           agreement:

                           (1)      were prepared in accordance with applicable
                                    accounting standards; and

                           (2)      contain all information necessary to give a
                                    true and fair view of the financial
                                    condition and state of affairs of Campbell
                                    and its subsidiaries at the date to which
                                    they relate and the results of the
                                    operations of Campbell and its subsidiaries
                                    for the accounting period to which they
                                    relate;



                                       31
<PAGE>


                  (1)      NO CHANGE IN AFFAIRS: there has been no change in the
                           state of affairs of Campbell and its subsidiaries
                           since the end of the accounting period to which the
                           accounts referred to in clause 8.1(k) relate which
                           has or may have a Material Adverse Effect;

                  (m)      NO DEFAULT: no event has occurred which constitutes a
                           Default (which has not been remedied or waived in
                           writing);


                  (n)      DISCLOSURE:

                           (1)      all information provided to the Agent by or
                                    on behalf of each Transaction Party in
                                    respect of the Documents, the transactions
                                    contemplated by them, each Transaction Party
                                    or other Campbell Group Member and the
                                    assets, business and affairs of each
                                    Transaction Party and each other Campbell
                                    Group Member, is true and correct as at the
                                    time it is given in all material respects
                                    and is not, whether by omission of
                                    information or otherwise, misleading in a
                                    material respect;

                           (2)      the Disclosure Documents and any other
                                    filings made by Campbell with any securities
                                    commissions or regulatory authorities or the
                                    Exchange are at their respective dates, true
                                    and correct, contain or contained no
                                    misrepresentation and constitute full, true
                                    and plain disclosure of all material facts
                                    relating to Campbell and Campbell does not
                                    have any confidential filings with any
                                    securities commissions or regulatory
                                    authorities or the Exchange; and

                           (3)      Campbell has no knowledge of any material
                                    change (actual, anticipated, contemplated or
                                    threatened, whether financial or otherwise)
                                    in the business, affairs, operations, assets
                                    or liabilities (contingent or otherwise) or
                                    capital of Campbell or its subsidiaries,
                                    which has not been generally disclosed and
                                    reported to the applicable securities
                                    commissions or regulatory authorities or the
                                    Exchange and Campbell does not have any
                                    knowledge of any material adverse
                                    information in regard to the current and
                                    prospective operations of Campbell or its
                                    subsidiaries, which has not been generally
                                    disclosed;

                  (o)      LAWS: each Transaction Party and each other Campbell
                           Group Member has complied in all material respects
                           with all statutes and regulations which are
                           applicable to that Transaction Party or other
                           Campbell Group Member and the business carried on by
                           that Transaction Party or Campbell Group Member,

                  (p)      MINERAL RIGHTS:

                           (1)      the Mineral Rights held at the date of this
                                    agreement or when the representations and
                                    warranties under this part 8 are repeated
                                    under clause 8.2 are legal, valid and
                                    continuing; and

                           (2)      all obligations under or in respect of the
                                    Mineral Rights have been complied with to
                                    the extent required to date in all material
                                    respects;

                  (q)      AUTHORISATIONS: each Transaction Party and the other
                           Campbell Group Members have obtained all necessary
                           Authorisations which are currently




                                       32
<PAGE>


                           necessary for the conduct of each of the Projects and
                           have no reason to believe that they will not in due
                           course obtain all further necessary Authorisations in
                           connection with each of the Projects;

                  (r)      POWER TO ALLOT SHARES: the directors of Campbell have
                           all necessary power and authority to issue and allot
                           the Allocated Shares under this agreement;

                  (s)      SHARES IN MSV AND MESTON: Campbell either directly or
                           through a wholly owned subsidiary owns:

                           (1)      all the issued shares in MSV and Meston; and

                           (2)      76% of all the issued shares in Corporation
                                    Copper Rand Inc.;

                  (t)      NO ENCUMBRANCE: there is no Encumbrance over the
                           Project Assets other than an Encumbrance created by a
                           Transaction Document or a Permitted Encumbrance;

                  (u)      1991 TRANSACTION: no Transaction Party has any
                           present net Financial Indebtedness or other debt or
                           monetary liability, and based on legal advice
                           received, will not have any future net Financial
                           Indebtedness up to December 2006 or other debt or
                           monetary liability, under or in relation to the 1991
                           Transaction;

                  (v)      ENVIRONMENTAL LIABILITIES: there are:

                           (1)      no Environmental Liabilities affecting any
                                    Campbell Group Member or the Mining Assets
                                    which might reasonably be expected to have a
                                    Material Adverse Effect before 31 December
                                    2006; and

                           (2)      no factors affecting a Campbell Group Member
                                    or the Mining Assets which are likely to
                                    give rise to any Environmental Liability
                                    which might reasonably be expected to have a
                                    Material Adverse Effect before 31 December
                                    2006;

                  (w)      ENVIRONMENTAL APPROVALS: all Environmental Approvals
                           required to operate or conduct any exploration,
                           development and production activity on or in respect
                           to the Mining Assets have been obtained, are in full
                           force and effect and all operations, exploration,
                           development and production activities conducted on
                           them are in compliance with all Environmental
                           Approvals, except for any Environmental Approvals
                           which:

                           (1)      have been applied for but have not been
                                    granted; or

                           (2)      are not required having regard to the stage
                                    of development of a Mining Asset,

                           and in relation to these Environmental Approvals MSV
                           and the Guarantors have no reason to believe they
                           will not be obtained in due course;

                  (x)      MINING ASSETS: the Mining Assets and all operations,
                           exploration, development and production activities
                           conducted in respect of them are in compliance with
                           all Environmental Laws and the Mining Assets are in
                           compliance with their respective Restoration Plans
                           except for any non-compliance with Environmental Laws
                           or Restoration Plans which would not, individually or
                           in the aggregate, reasonably be expected to have a
                           Material Adverse Effect;




                                       33
<PAGE>


                  (y)      NO IMMUNITY: a Transaction Party or a Campbell Group
                           Member does not, nor do its assets, enjoy immunity
                           from suit or execution;

                  (z)      NOT A TRUSTEE: no Transaction Party or Campbell Group
                           Member is a trustee of a trust or settlement;

                  (aa)     NO INSOLVENCY EVENT: no event has occurred which
                           constitutes an Insolvency Event;

                  (bb)     COMMERCIAL BENEFIT: the entry into, and performance
                           by it of its obligations under, the Transaction
                           Documents to which it is a party is for its
                           commercial benefit and is in its commercial
                           interests;

                  (cc)     ASSETS: it is the sole beneficial owner of all assets
                           included in the accounts referred to in clause 8.1(k)
                           free of all Encumbrances other than the Permitted
                           Encumbrances; and

                  (dd)     TAXES: it has complied with all tax laws in all
                           applicable jurisdictions and it has paid all Taxes
                           due and payable by it.

         8.2      SURVIVAL AND REPETITION

                  The representations and warranties set out in clause 8.1
                  survive the execution of this agreement and are repeated on
                  the Issue Date and on each Quarterly Date with reference to
                  the facts and circumstances applicable from time to time.

         8.3      RELIANCE

                  MSV and the Guarantors acknowledge that the Agent and RMBI
                  have entered into the Transaction Documents in reliance on the
                  representations and warranties contained in clause 8.1 and the
                  provisions of clause 8.2.

         8.4      TERM OF REPRESENTATIONS AND WARRANTIES

                  The representations and warranties given by MSV and the
                  Guarantors under clause 8.1 and repeated under clause 8.2 will
                  continue to be given until all ECUs subscribed for have been
                  Converted or the Amount Owing has been paid in full.


9        UNDERTAKINGS

         9.1      PROJECT RELATED UNDERTAKINGS BY MSV AND THE GUARANTORS

                  MSV and each Guarantor must at all times, while the Amount
                  Owing remains outstanding, comply with or cause to be complied
                  with the following undertakings:

                  (a)      DEVELOPMENT OF THE MINING ASSETS: it and each other
                           Campbell Group Member, will ensure that the Mining
                           Assets are developed, operated and maintained (as
                           applicable) in accordance with good mining industry
                           practice;

                  (b)      MAINTENANCE OF MINING ASSETS: it and each other
                           Campbell Group Member, will ensure the maintenance
                           and protection of the Mining Assets


                                       34
<PAGE>


                           which includes, without limitation, ensuring that the
                           Mining Assets are kept in good condition and are free
                           from all material defects;

                  (c)      NOTICE TO THE AGENT: it and each other Campbell Group
                           Member, will notify the Agent as soon as reasonably
                           possible after it becomes aware of:

                           (1)      any pending or threatened material dispute
                                    in relation to any of the Mining Assets, or
                                    any material Project Document, including
                                    particulars of the dispute and the action
                                    (if any) proposed to be taken in respect of
                                    it;

                           (2)      any default notices given or received by a
                                    Campbell Group Member under any Project
                                    Document;

                           (3)      a Force Majeure Event affecting any of the
                                    Mining Assets or the operation or
                                    development of a Project;

                           (4)      a decision to depart materially from the
                                    level of production forecast in the Project
                                    Cashflow Model and Capital Schedule provided
                                    to the Agent under clause 2.1(i);

                           (5)      a proposed material change in mining or
                                    processing methods in respect of the
                                    development or operation of a Project;

                           (6)      a proposed material change in the
                                    development or operation of a Project;

                           (7)      a change in the proposed arrangements, terms
                                    or conditions for the sale of any Product
                                    from a Project; and

                           (8)      any matter which it may reasonably be
                                    anticipated will have a Material Adverse
                                    Effect;

                  (d)      AUTHORISATIONS: it and each other Campbell Group
                           Member, will obtain, when required having regard to
                           the stage of development of a Project and maintain
                           and observe all necessary Authorisations necessary
                           for:

                           (1)      it to enter into each of the Transaction
                                    Documents and the Project Documents;

                           (2)      the construction, development and operation
                                    of the relevant Project (including, without
                                    limitation, Environmental Approvals); and

                           (3)      the sale of any Product;


                  (e)      INSURANCE: it must:

                           (1)      insure all assets of an insurable nature and
                                    keep them insured with a reputable,
                                    responsible and solvent insurer on terms,
                                    against risks and in an amount acceptable to
                                    the Agent;

                           (2)      take out and maintain accident,
                                    consequential loss, force majeure and public
                                    liability insurances with respect to the
                                    Mining Assets with a reputable, responsible
                                    and solvent insurer on terms and in amounts
                                    acceptable to the Agent;

                           (3)      take out, within 3 months of the date of
                                    this agreement, and then maintain business
                                    interruption insurance with respect to the
                                    Mining


                                       35
<PAGE>


                                    Assets with a reputable, responsible and
                                    solvent insurer on terms and in amounts
                                    acceptable to the Agent;

                           (4)      ensure that each insurance policy has noted
                                    on it the name of the Agent and each Holder
                                    as first loss payee;

                           (5)      duly and punctually pay all premiums,
                                    commissions, stamp duties, charges and other
                                    expenses necessary for keeping in force each
                                    insurance policy;

                           (6)      on request give to the Agent certificates of
                                    currency in respect of all insurances and
                                    all other details as to the insurances the
                                    Agent requires;

                           (7)      not do or omit anything or permit anything
                                    to be done which may adversely affect any
                                    insurance policy; and

                           (8)      do all things necessary and provide all
                                    documents, evidence and information
                                    necessary to enable the Agent to collect or
                                    recover money due or to become due under an
                                    insurance policy relating to the Project
                                    Assets, where it is entitled to do so under
                                    this clause,

                           and, if a Campbell Group Member fails to keep in
                           force an insurance policy with respect to the Mining
                           Assets or if an insurance policy from any cause
                           becomes void or voidable, the Agent may (but is not
                           obliged to) effect or keep in force that insurance
                           policy at the cost of that Campbell Group Member;

                  (f)      VARIATION, ETC OF PROJECT DOCUMENTS: it will not, and
                           it will ensure that each other relevant Transaction
                           Party will not, waive any of its material rights
                           under, agree to any material variation or termination
                           of, terminate or take any action which affects the
                           ability of the Agent to enforce, any Project Document
                           to which it is a party without the Agent's consent;

                  (g)      PERFECTION OF SECURITY: it and each other Transaction
                           Party, will create, perfect and maintain in force the
                           Security to the greatest extent possible and will do
                           all other things necessary to ensure that the
                           Security is effective and enforceable in each
                           relevant jurisdiction;

                  (h)      ENVIRONMENTAL MATTERS: it and each other Campbell
                           Group Member must:

                           (1)      comply with all Environmental Laws and
                                    Restoration Plans with respect to each of
                                    the Mining Assets;

                           (2)      obtain and comply with all Environmental
                                    Approvals required in connection with the
                                    construction, development, operation,
                                    exploitation and exploration of the Mining
                                    Assets; and

                           (3)      immediately notify the Agent of all material
                                    claims, complaints or notices concerning
                                    each Campbell Group Member's compliance with
                                    any Environmental Law, Environmental
                                    Approval or Restoration Plan and of any fact
                                    which would give rise to an Environmental
                                    Liability;

                  (i)      COMPLIANCE WITH PROJECT DOCUMENTS: it and each other
                           Transaction Party will comply with all of the
                           material obligations under each of the Project
                           Documents to which it is a party;




                                       36
<PAGE>


                  (j)      NO DISPOSAL OF SHARES IN OTHER TRANSACTION PARTIES:
                           it will not, and it will ensure that each other
                           relevant Transaction Party will not, dispose of or
                           reduce its interest in another Campbell Group Member
                           without the prior written consent of the Agent;

                  (k)      SHARES AVAILABLE FOR ALLOTMENT: it will ensure that
                           the directors of Campbell have all necessary power
                           and authority to issue and allot the Allocated Shares
                           under this agreement; and

                  (1)      ENSURE COMPLIANCE BY OTHER TRANSACTION PARTIES: it
                           will, to the extent possible through any shareholders
                           rights, management control or other power or
                           influence it has from time to time over any other
                           Transaction Party, ensure that the relevant
                           Transaction Party complies with its obligations under
                           each of the Transaction Documents.

         9.2      GENERAL UNDERTAKINGS BY MSV AND THE GUARANTORS

                  MSV and each of the Guarantors covenants that:

                  (a)      DISPOSAL OF ASSETS: it will ensure that each Campbell
                           Group Member will not:

                           (1)      dispose of any Project Assets other than:

                                    (A)      Product; and

                                    (B)      Receivables the subject of the
                                             Auramet Transaction;

                           (2)      dispose of any assets which are not Project
                                    Assets having a value in excess of
                                    C$250,000; or

                           (3)      dispose of any assets other than in the
                                    ordinary course of business and at market
                                    value,

                           without the prior written consent of the Agent, not
                           to be unreasonably withheld;

                  (b)      FINANCIAL INDEBTEDNESS: it will ensure that the
                           Transaction Parties will not incur Financial
                           Indebtedness in excess of C$250,000 (in aggregate for
                           all Transaction Parties) without the prior written
                           consent of the Agent, except in respect of:

                           (1)      Equipment Finance;

                           (2)      Inter-Company Claims; and

                           (3)      Financial Indebtedness arising under the
                                    Auramet Transaction (if any);

                  (c)      ENCUMBRANCES: it will ensure that each Transaction
                           Party will not grant:

                           (1)      any Encumbrance over its assets (other than
                                    Permitted Encumbrances); or

                           (2)      any Surety Obligation in respect of money
                                    borrowed or raised, other than:

                           (3)      an Encumbrance or Surety Obligation in
                                    favour of the Agent;


                                       37
<PAGE>


                           (4)      the Surety Obligation given by Campbell
                                    under the Auramet Transaction; or

                           (5)      an Encumbrance or Surety Obligation given
                                    with the Agent's consent;


                  (d)      SUBORDINATION: it will ensure that:

                           (1)      all the Inter-Company Claims and payment
                                    (from whatever source) of, and the rights
                                    and claims of each Transaction Party in
                                    respect of, all the Inter-Company Claims are
                                    subordinated and postponed and made subject
                                    in right of payment to all the Amount Owing
                                    and payment (from whatever source) of, and
                                    the rights and claims of the Finance Parties
                                    in respect of, all the Amount Owing;

                           (2)      until all the Amount Owing have been paid in
                                    full:


                                    (A)      the Inter-Company Claims must not
                                             (without the prior written consent
                                             of the Agent) be paid or repaid;
                                             and

                                    (B)      Transaction Party may receive, and
                                             each Transaction Party must not pay
                                             or repay, any of the Inter-Company
                                             Claims to, or at the direction of,
                                             another Transaction Party or any
                                             person acting, or purporting to
                                             act, on behalf of a Transaction
                                             Party;

                           (3)      the subordination effected by this clause
                                    applies at all times including if and while
                                    a Transaction Party is in liquidation;

                           (4)      if, on liquidation of a Transaction Party,
                                    there is a distribution of a Transaction
                                    Party's assets including payment in cash,
                                    property or securities, to creditors of that
                                    Transaction Party on liquidation, all of the
                                    Amount Owing must be paid in Ml in cash
                                    before a payment is made for or on account
                                    of the Inter-Company Claims;

                           (5)      until the Amount Owing and all moneys due or
                                    owing under the Transaction Documents have
                                    been paid in full, until the subordination
                                    under this clause has been terminated and
                                    until this agreement has been fully
                                    discharged, no Transaction Party may:

                                    (A)      make a claim or exercise a right,
                                             power or remedy against another
                                             Transaction Party under any
                                             agreement, document or otherwise;

                                    (B)      accept, or ensure the grant of, or
                                             permit any Encumbrance or Surety
                                             Obligation from a Transaction Party
                                             or any surety in favour of another
                                             Transaction Party to exist; or

                                    (C)      exercise, or attempt to exercise,
                                             any right of set-off against, nor
                                             realise any Encumbrance from, a
                                             Transaction Party or any surety; or

                                    (D)      raise any defence or counterclaim
                                             in reduction or discharge of any
                                             obligation owed by a Transaction
                                             Party to another Transaction Party
                                             or any surety,

                           but this clause does not apply, in circumstances
                           where no Event of Default has occurred and is
                           continuing, to payments or repayments by one




                                       38
<PAGE>


                           Transaction Party to another Transaction Party in the
                           ordinary course of the conduct of the administration
                           of the business of the Campbell Group;

                  (e)      TAXES: it will ensure that each Campbell Group Member
                           will pay all relevant Taxes and outgoings payable
                           when due and on request give the Agent all receipts
                           or documents showing payment;

                  (f)      ACCOUNTS: it will ensure that each Campbell Group
                           Member will keep proper books of account;

                  (g)      NOTICES: it will provide to the Agent:

                           (1)      notice of Defaults of which it is aware;

                           (2)      notice of litigation involving a potential
                                    liability of a Campbell Group Member of
                                    C$250,000 or more;

                           (3)      copies of any material notices received
                                    under any Environmental Law in relation to a
                                    Project or under a Project Document; and

                           (4)      notice of any Material Adverse Change;

                  (h)      CONDUCT OF BUSINESS: it will ensure that each
                           Campbell Group Member carries on and conducts its
                           business in a proper and efficient manner and in
                           accordance with all applicable laws of each
                           jurisdiction in which it carries on its business;

                  (i)      CORPORATE BUDGET: it will ensure that each Campbell
                           Group Member conducts its business substantially in
                           accordance with the Project Cashflow Model and
                           Capital Schedule; and

                  (j)      CORPORATE EXISTENCE: it will ensure that each
                           Campbell Group Member maintains its corporate
                           existence and not permit any material alteration to
                           its Constituent Documents without the Agent's
                           consent.

         9.3      REPORTING

                  Each of MSV and Campbell agree to provide to the Agent for the
                  duration of the Facility:

                  (a)      FINANCIAL STATEMENTS: within 120 days, or any lesser
                           period required under any Law, of the end of
                           Campbell's financial year, a copy of the audited
                           consolidated financial statements for Campbell and
                           its subsidiaries for the financial year prepared in
                           accordance with the relevant accounting standards;

                  (b)      MANAGEMENT ACCOUNTS: within 45 days of each Quarterly
                           Date, a copy of the unaudited quarterly consolidated
                           management accounts for Campbell and its subsidiaries
                           prepared in accordance with the relevant accounting
                           standards, including profit and loss account,
                           cashflow statement and balance sheet;

                  (c)      MONTHLY REPORTS: before the first day on the
                           subsequent month, on a confidential basis, a cashflow
                           and liquidity report setting out the month's opening
                           cash balances, expenditures during the month, closing
                           balances, forecast expenditures, cash inflows of the
                           Campbell Group over the next 6 months and for the
                           period covered by the Project Cashflow Model and


                                       39
<PAGE>


                           Capital Schedule, a comparison of expenditure with
                           the Project Cashflow Model and Capital Schedule;

                  (d)      RELEASES TO THE EXCHANGE: copies of all press
                           releases and all documents issued by Campbell to the
                           Exchange, any securities commission or its
                           shareholders, at the same time as or as soon as
                           practicable after their issue; and

                  (e)      OTHER INFORMATION: any other information about the
                           financial condition or state of affairs of a
                           Transaction Party or the Project as the Agent may
                           request.


         9.4      UNDERTAKING BY CAMPBELL IN RELATION TO SHARES, LISTING,
                  SECURITIES LAWS, ETC

                  (a)      At all times before and including the Final
                           Conversion Date, Campbell must reserve and allot and
                           conditionally issue out of its authorised capital
                           that number of Shares as is sufficient to enable
                           Campbell to meet its obligation to issue the
                           Allocated Number of Shares under this agreement from
                           time to time. All Shares acquired under this
                           Agreement must be fully paid and non-assessable.

                  (b)      Campbell must:

                           (1)      take all steps and actions and do all things
                                    that may be required to maintain the listing
                                    and posting for trading of the Shares on the
                                    Exchange until the Final Conversion Date,
                                    and must make application to list and
                                    reserve for issuance any additional number
                                    of Shares as are to be issued as a result of
                                    a Conversion;

                           (2)      take all steps and actions and do all things
                                    that may be reasonably required to obtain
                                    from the Exchange the weighted average
                                    trading price of the Shares traded on the
                                    Exchange for each day in a given Trading
                                    Period and to provide this information to
                                    the Agent;

                           (3)      take all steps and actions to do all things
                                    that may be required to maintain its status
                                    as a "reporting issuer" not in default of
                                    the requirements of the securities acts and
                                    regulations of all provinces of Canada where
                                    it is or may, from time to time, be a
                                    reporting issuer,

                           (4)      make all requisite filings, registrations
                                    and notices, including those required to be
                                    made with the appropriate securities
                                    commissions and the Exchange, and Campbell
                                    must pay all corresponding fees;

                           (5)      not take any action or omit to take any
                                    action which would have the effect of
                                    preventing a Holder from exercising its
                                    right to convert or from receiving any of
                                    the Shares on exercise; and

                           (6)      promptly notify the Agent, whilst there is
                                    an Amount Owing, full particulars of any
                                    order of any securities regulatory authority
                                    preventing or suspending the offering, sale
                                    or trading of the securities of Campbell.

                  (c)      If, in the opinion of counsel, any instrument (not
                           including a prospectus) is required to be filed with,
                           or any permission, order or ruling is required to




                                       40
<PAGE>


                           be obtained from, any securities commission or
                           similar regulatory authority or any other step is
                           required under any federal or provincial law of a
                           jurisdiction in which Campbell is a reporting issuer
                           or equivalent thereof, before any securities or
                           property which a Holder is entitled to receive under
                           a Conversion may properly and legally be delivered on
                           that Conversion, Campbell covenants that it will use
                           its reasonable best efforts to file that instrument,
                           obtain that permission, order or ruling or take all
                           those other actions, at its expense, as is required
                           or appropriate in the circumstances, but nothing in
                           this clause requires Campbell to prepare a prospectus
                           or a similar offering document.

         9.5      POST-CLOSING REGISTRATIONS AND OTHER OBLIGATIONS

                  Each of MSV and the Guarantors will ensure that:

                  (a)      before 9 November 2004, it will arrange for the
                           registration of the Meston Hypothec and the MSV
                           Hypothec at the Land Register;

                  (b)      before 31 December 2004, it will arrange for the
                           registration of the Meston Hypothec and the MSV
                           Hypothec at the MRN Register;

                  (c)      it will take all steps and actions to do all things
                           that may be required to maintain the registration of
                           the Meston Hypothec and the MSV Hypothec at the Land
                           Register and the MRN Register respectively,

                  (d)      before 31 January 2005, it will arrange for the
                           registrations of the 2001 Agreement and the June 2002
                           Agreement under MRN Register registration numbers
                           50327 and 50526 respectively to be removed,
                           discharged or radiated or wherever else they appear
                           in the MRN Register in respect of the Mineral Rights
                           of MSV;

                  (e)      within 3 Business Days after Lavery receives
                           confirmation of the registration of the Campbell
                           Hypothec, the MSV Hypothec and the Meston Hypothec at
                           the Register of personal and movable real rights,
                           Lavery provides the addressees of the Lavery Opinion
                           with an update or restatement of the Lavery Opinion
                           which states that the Finance Parties' security has
                           been perfected and that there has been no adverse
                           entry at the Register of personal and movable real
                           rights; and

                  (f)      within 5 Business Days after Michel Lusignan receives
                           confirmation of:


                           (1)      the registration of the MSV Hypothec and the
                                    Meston Hypothec at the MRN Register and the
                                    Land Register; and

                           (2)      the discharge, removal or radiation of the
                                    2001 Agreement and the June 2002 Agreement,
                                    or registration numbers 50327 and 50526
                                    respectively from the MRN Register as
                                    referred to in clause 9.5(d),

                           Michel Lusignan provides:

                           (3)      the addressees of the original MSV Titles
                                    Opinion with an update or restatement of the
                                    MSV Titles Opinion which states that:

                                    (A)      the only registered Charge against
                                             the Corner Bay Property (as those
                                             terms are defined in the MSV Titles
                                             Opinion)




                                       41
<PAGE>


                                             registered at the MRN Register
                                             (other than those in favour of a
                                             Finance Party), is the MSV NSR; and

                                    (B)      there has been no adverse entry at
                                             the MRN Register or the Land
                                             Register in respect of the property
                                             the subject of that opinion; and

                           (4)      the addressees of the original Meston Titles
                                    Opinion with an update or restatement of the
                                    Meston Titles Opinion which states that
                                    there has been no adverse entry at the MRN
                                    Register or the Land Register in respect of
                                    the property the subject of the Meston
                                    Titles Opinion.

         9.6      TERM OF COVENANTS

                  MSV and each Guarantor (as applicable) must perform and
                  observe the covenants in clauses 9.1, 9.2, 9.3 and 9.4 until
                  all ECUs subscribed for have been Converted or the Amount
                  Owing has been paid in full.


10       EVENTS OF DEFAULT

         10.1     TERMS OF DEFAULT

                  It is a Default, whether or not it is within the control of a
                  Transaction Party, if:

                  (a)      FAILURE TO PAY AMOUNT OWING: a Transaction Party
                           fails to pay interest or any other part of the Amount
                           Owing when due;

                  (b)      FAILURE TO PAY OTHER AMOUNTS: a Transaction Party
                           fails to pay any other amounts when due under the
                           Transaction Documents and the failure is not remedied
                           within 7 Business Days from the date on which the
                           Agent gives MSV notice requiring the failure to be
                           remedied;

                  (c)      FAILURE TO PERFORM OBLIGATIONS: a Transaction Party
                           fails to perform or observe any other obligation
                           under any of the Transaction Documents and the
                           failure is not remedied within 14 days from the date
                           on which the Agent gives MSV notice requiring the
                           failure to be remedied;

                  (d)      DEFAULT UNDER PROJECT DOCUMENTS: a Transaction Party
                           defaults in performing any material obligation under
                           a Project Document and that default is not remedied
                           within the period specified in the Project Document,
                           or if no period is specified within 21 days;

                  (e)      DEFAULT UNDER OTHER DOCUMENTS: a Campbell Group
                           Member fails to perform any material obligation under
                           any agreement, Surety Obligation or Encumbrance with
                           or in favour of a person other than RMBI or the Agent
                           relating to money borrowed or raised, and that
                           failure is not remedied within 21 days;

                  (f)      AMENDMENT TO PROJECT DOCUMENTS: there is a revocation
                           or material adverse variation to any of the Project
                           Documents and that revocation or variation is not
                           reinstated or reversed within 21 days;


                                       42
<PAGE>


                  (g)      VARIATION TO PROJECT: a Project is not operated or
                           developed substantially in accordance with the
                           Project Cashflow Model and Capital Schedule (as
                           revised from time to time by the Transaction Parties
                           and approved by the Finance Parties) and that failure
                           is not remedied within 21 days;

                  (h)      ABANDONMENT: a Project is:

                           (1)      abandoned; or

                           (2)      placed on a "care and maintenance" basis
                                    after the Project construction has been
                                    completed, without the Agent's prior written
                                    approval;

                  (i)      MISREPRESENTATION: any representation or warranty
                           made by a Transaction Party in any Transaction
                           Document is breached in any material respect and the
                           relevant circumstances (if capable of remedy) are not
                           remedied within the period available to the
                           Transaction Party under the relevant Transaction
                           Document, or 14 days if no period is specified;

                  (j)      INSOLVENCY EVENT: an Insolvency Event occurs;

                  (k)      ACCELERATION OF PAYMENTS: a Transaction Party does
                           anything which constitutes an event, whatever called,
                           which causes or enables the acceleration of a payment
                           to be made under a Document, or the enforcement,
                           termination or rescission of a Document;

                  (1)      ENCUMBRANCE: an Encumbrance is enforceable against an
                           asset of a Campbell Group Member;

                  (m)      SURETY OBLIGATION: a Surety Obligation is enforceable
                           against a Campbell Group Member;

                  (n)      JUDGMENT: a judgment, order or execution in respect
                           of an amount exceeding C$250,000 or its equivalent in
                           another currency is made or levied, and not set aside
                           within 30 days, against MSV or another Campbell Group
                           Member or its assets or against any asset the subject
                           of the Security and remains unpaid or unsatisfied
                           after the time for payment has expired in accordance
                           with the terms of the relevant process;

                  (o)      AMENDMENT OF CONSTITUENT DOCUMENTS: a Constituent
                           Document of a Campbell Group Member is amended in a
                           manner which is prejudicial to a Holder, without the
                           prior written consent of the Agent;

                  (p)      VITIATION OF DOCUMENTS: all or part of a provision of
                           a Document is illegal, void, voidable, unenforceable
                           or otherwise of limited force or effect, or a person
                           becomes entitled to terminate, rescind or avoid all
                           or a material part or material provision of a
                           Document;

                  (q)      DE-LISTING ON THE EXCHANGE: the Shares cease to be
                           listed for trading on the Exchange; or

                  (r)      EXPROPRIATION OR CHANGE OF LAW: any of the following
                           happens:

                           (1)      any assets of a Campbell Group Member are
                                    compulsorily acquired by any Governmental
                                    Agency; or

                           (2)      a change in any law, regulation,
                                    Authorisation, official directive,
                                    instrument, undertaking, obligation or any
                                    other matter or thing


                                       43
<PAGE>


                                    occurs (including a variation to a Project
                                    Document or a restriction by a Governmental
                                    Agency on the exportation of Product),

                           and, in the opinion of the Agent, the relevant matter
                           might reasonably be expected to have a Material
                           Adverse Effect.

         10.2     EFFECT OF DEFAULT

                  (a)      If a Default occurs, the Agent may:

                           (1)      demand immediate repayment of the Amount
                                    Owing; and

                           (2)      cancel the Commitment.

                  (b)      If the Agent makes demand for payment under clause
                           10,2(a), the Agent may exercise its rights under the
                           Security if payment is not made.

                  (c)      Each Transaction Party is taken to have received
                           formal notice to fulfil an obligation of that
                           Transaction Party under the Transaction Documents by
                           the mere lapse of time provided for performance of
                           that obligation under the Transaction Documents, or
                           by the occurrence of the Final Conversion Date or by
                           any other cause provided by law.

         10.3     INDEMNITY BY MSV AND THE GUARANTORS

                  Without prejudice to any other provisions of this agreement,
                  each of MSV and each of the Guarantors indemnify the Agent and
                  each Holder from and against any claim, loss, damage or
                  liability suffered by the Agent or the Holder arising from the
                  failure of any Transaction Party to observe, perform or comply
                  with any provision of a Transaction Document.

         10.4     REVIEW EVENTS

                  (a)      If there is a change in Control of Campbell and
                           Control passes to a person whom a Holder considers
                           for any reason in its sole discretion to be
                           undesirable, then the Holder has the right for a
                           period of 60 days after the Agent receives notice of
                           the change of Control to review its participation
                           under the ECUs.

                  (b)      If the Holder decides that it does not wish to
                           continue its participation under the ECUs following
                           the occurrence of the event referred to in clause
                           10.4(a), it must give notice to that effect to MSV.
                           The notice must state a date (not to be earlier than
                           90 days from the date of service of the notice) by
                           which the Agent requires the Amount Owing for each
                           ECU held by the Holder to be paid in full. MSV must
                           with respect to each ECU pay those amounts to the
                           Holder in full on the date nominated in the notice.
                           MSV may not Redeem any ECU under clause 4.2 at any
                           time after a notice has been given by a Holder under
                           this clause.

         10.5     UNDERTAKINGS BY FINANCE PARTIES ON REALIZATION OF SECURITY

                  (a)      Subject to clause 10.5(b), if after an Event of
                           Default occurs a Finance Party exercises a right to
                           sell Secured Property which is the subject of a
                           Royalty, it will sell that Secured Property subject
                           to the rights of the holder of that Royalty, and will
                           use reasonable endeavours to ensure that the




                                       44
<PAGE>


                           buyer of that Secured Property undertakes to comply
                           with the obligations of the relevant Transaction
                           Party to the holder of the relevant Royalty.

                  (b)      Despite clause 10.5(a), this clause 10.5 does not
                           confer any right on any third party against the
                           Finance Parties, or any obligation by the Finance
                           Parties to any third party.


11       ILLEGALITY AND INCREASED COSTS

         11.1     ILLEGALITY

                  If an event occurs (including, but not limited to, a change in
                  or the introduction, implementation, operation or taking
                  effect of an applicable law, regulation, order, treaty or
                  official directive or in the interpretation or administration
                  of any of them by a Governmental Agency charged with the
                  administration of them) which makes it unlawful, impossible or
                  impracticable for a Holder to maintain or give effect to its
                  obligations under this agreement the Holder may by notice to
                  MSV appoint a date (which must not be a date less than 60 days
                  after the date of the notice by the Holder) as the date on
                  which the Amount Owing with respect to that Holder must be
                  repaid in full.

         11.2     INCREASED COST

                  (a)      If a Holder determines that it is affected by a
                           change or proposed change in a law, regulation,
                           order, treaty, official directive or request (whether
                           or not having the force of law), or the
                           interpretation or administration of any of them by a
                           Governmental Agency, and that as a result (directly
                           or indirectly):

                           (1)      the effective cost to the Holder of making,
                                    funding or maintaining the Facility or
                                    performing an obligation under or in respect
                                    of the Transaction Documents is increased;

                           (2)      an amount payable to the Holder or the
                                    effective return to the Holder under the
                                    Transaction Documents is reduced; or

                           (3)      the Holder makes, or is required to make, a
                                    payment or forgoes interest or other return
                                    on or calculated by reference to:

                                    (A)      a sum received or receivable by it
                                             from MSV under a Transaction
                                             Document in an amount which the
                                             Holder considers material; or

                                    (B)      any capital or other amount which
                                             is or becomes directly or
                                             indirectly allocated by the Holder
                                             to its obligation to make, fund or
                                             maintain the Facility in an amount
                                             which that Holder considers
                                             material; or

                           (4)      the Holder is restricted in its capacity to
                                    enter into, or is prevented from entering
                                    into, any other transaction with any
                                    consequence referred to in clause
                                    11.2(a)(l), (2) and (3) or with any other
                                    cost or loss of return to the Holder,

                           then and in each case described above:




                                       45
<PAGE>


                           (5)      when it becomes aware of the relevant result
                                    and has calculated or otherwise determined
                                    the relevant effects, the Holder will notify
                                    MSV of the event;

                           (6)      on demand from time to time by the Holder
                                    MSV must pay to the Holder the amount which
                                    compensates the Holder for the increased
                                    cost, reduction, payment or foregone
                                    interest or other loss of return or
                                    liability.

                  (b)      If a Holder has acted in good faith it is no defence
                           that a cost, increased cost, reduction or liability
                           could have been avoided.

                  (c)      A Holder may use any method it reasonably considers
                           appropriate to determine an amount payable under
                           clause 11.2(a) and, in the absence of manifest error,
                           a certificate by an Authorised Officer of the Holder
                           is conclusive and binding on MSV as to the amount
                           payable.

12       INDEMNITIES

         12.1     GENERAL INDEMNITY

                  (a)      Each Transaction Party indemnifies the Agent and each
                           Holder against any claim, action, damage, loss
                           (including currency exchange loss), liability, cost,
                           expense or payment which the Agent or Holder pays,
                           suffers, incurs or is liable for, in respect of the
                           following:

                           (1)      a payment required by an ECU Notice, not
                                    being made for any reason including, but not
                                    limited to, a failure by a Transaction Party
                                    to fulfil a condition precedent contained in
                                    part 2, but excluding a default by the
                                    Holder;

                           (2)      a payment of interest being made on a date
                                    other than an Interest Payment Date, or
                                    another repayment or prepayment of all or
                                    part of the Amount Owing being made on a
                                    date other than the due date;

                           (3)      a payment being made or received in a
                                    currency other than Canadian Dollars;

                           (4)      the occurrence of a Default or Potential
                                    Default; or

                           (5)      the Agent or a Holder exercising its Powers
                                    consequent on or arising out of the
                                    occurrence of a Default or Potential
                                    Default.

                  (b)      Without limitation to the indemnity contained in
                           clause 12.1 (a), that indemnity includes the amount
                           determined by the Holder as being incurred by reason
                           of the liquidation or re-employment of deposits or
                           other funds acquired or contracted for by the Holder
                           to fund or maintain the Issue Price and includes, but
                           is not limited to, loss of margin.

         12.2     FOREIGN CURRENCY INDEMNITY

                  If at any time:

                  (a)      the Agent or a Holder receives or recovers any amount
                           payable by a Transaction Party for any reason
                           including but not limited to:




                                       46
<PAGE>


                           (1)      any judgment or order of any Governmental
                                    Agency;

                           (2)      any breach of any Transaction Document;

                           (3)      the liquidation or bankruptcy of a
                                    Transaction Party or any proof or claim in
                                    that liquidation or bankruptcy; or

                           (4)      any other thing into which the obligations
                                    of a Transaction Party may have become
                                    merged; and

                  (b)      the Payment Currency is not in the Relevant Currency,

                  Each Transaction Party indemnifies the Agent and the Holder
                  against any shortfall between the amount payable in the
                  Relevant Currency and the amount actually received or
                  recovered by the Agent or the Holder, after the Payment
                  Currency is converted or translated into the Relevant Currency
                  under clause 12.3.

         12.3     CONVERSION OF CURRENCIES

                  In making any currency conversion under clause 12.2, the Agent
                  or the Holder may itself or through its bankers purchase one
                  currency with another, whether or not through an intermediate
                  currency, whether spot or forward, in the manner and amounts
                  and at the times it thinks fit.

         12.4     CONTINUING INDEMNITIES AND EVIDENCE OF LOSS

                  (a)      Each indemnity of a Transaction Party contained in
                           this agreement is a continuing obligation of a
                           Transaction Party despite:

                           (1)      a settlement of account; or

                           (2)      the occurrence of any other thing,

                           and remains in full force and effect until:

                           (3)      all money owing, contingently or otherwise,
                                    under all Transaction Documents has been
                                    paid in full;

                           (4)      the Amount Owing is fully and finally
                                    repaid; and

                           (5)      each of the Transaction Documents has been
                                    finally discharged.

                  (b)      Each indemnity of a Transaction Party contained in
                           this agreement is an additional, separate and
                           independent obligation of that Transaction Party and
                           no one indemnity limits the generality of another
                           indemnity.

                  (c)      Each indemnity of a Transaction Party contained in
                           this agreement survives the termination of a
                           Transaction Document.

                  (d)      A certificate signed by an Authorised Officer of the
                           Agent or the Holder detailing the amount of damage,
                           loss, liability, cost, expense or payment covered by
                           any indemnity in this agreement is prima facie
                           evidence of the matter certified.


                                       47
<PAGE>


13       FEES, TAX, COSTS AND EXPENSES

         13.1     ARRANGEMENT FEE

                  MSV must pay to the Agent the Arrangement Fee on the date this
                  agreement is entered into.

         13.2     COMMITMENT FEE

                  MSV must pay to the Agent, as consideration for making
                  available the Facility, a commitment fee which is equal to 1%
                  per annum of the sum of Issue Prices for each ECU available
                  but unissued from time to time for the period from the date of
                  this agreement to the end of the Availability Period, payable
                  quarterly in arrears during the Availability Period with the
                  first payment due on the earlier of the date 3 months after
                  the date this agreement is entered into and the date all ECUs
                  have been issued, and the last payment due on the last day of
                  the Availability Period (which amount is not refundable in any
                  circumstances).

         13.3     TAX

                  (a)      Each Transaction Party must pay any Tax, in respect
                           of the execution, delivery, performance, release,
                           discharge, amendment, enforcement or attempted
                           enforcement or otherwise in respect of the following:

                           (1)      a Transaction Document;

                           (2)      an agreement or document entered into or
                                    signed under a Transaction Document; and

                           (3)      a transaction contemplated under a
                                    Transaction Document or an agreement or
                                    document described in clause 13.3(a)(2).

                  (b)      Each Transaction Party must pay fines, penalties or
                           other costs in respect of a failure to pay a Tax
                           described in clause 13.3(a) except to the extent that
                           a fine, penalty or other cost is caused by the
                           Agent's failure to lodge money received from MSV
                           before the due date for lodgement.

                  (c)      Each Transaction Party indemnifies the Agent and each
                           Holder against an amount payable under clause 13.3(a)
                           or 13.3(b) or both,

         13.4     COSTS AND EXPENSES

                  Each Transaction Party must pay all costs and expenses of the
                  Agent and each Holder and any employee, Authorised Officer,
                  agent or contractor of the Agent or the Holder in relation to:

                  (a)      the negotiation, preparation, execution, delivery,
                           stamping, registration, completion, variation and
                           discharge of a Transaction Document;

                  (b)      the enforcement, protection or waiver, or attempted
                           enforcement or protection, of any rights under a
                           Transaction Document;

                  (c)      the consent or approval of the Agent or a Holder
                           given under a Transaction Document; and

                  (d)      any enquiry by a Governmental Agency involving any
                           Transaction Party,



                                       48
<PAGE>


                           including, but not limited to, reasonable
                           administration costs of the Agent or the Holder in
                           connection with the matters referred to in clause
                           13.4(b) and (d) and legal costs and expenses and
                           professional consultants' fees for any of the above
                           on a foil indemnity basis.


14       SAVING PROVISIONS

         14.1     NO MERGER OF SECURITY

                  (a)      Nothing in this agreement merges, extinguishes,
                           postpones, lessens or otherwise adversely affects any
                           Power, Encumbrance or indemnity in favour of the
                           Agent or a Holder.

                  (b)      No other Encumbrance or Transaction Document held by
                           the Agent or a Holder adversely affects any Power
                           under this agreement.

         14.2     EXCLUSION OF MORATORIUM

                  To the extent not excluded by law, a provision of any
                  legislation which at any time directly or indirectly lessens
                  or otherwise varies or affects in favour of a Transaction
                  Party, any obligations under this agreement or any Collateral
                  Security, or stays, postpones or otherwise prevents or
                  adversely affects the exercise by the Agent or a Holder of any
                  Power, is negatived and excluded from this agreement and any
                  Collateral Security and all relief and protection conferred on
                  a Transaction Party by or under that legislation is also
                  negatived and excluded.

         14.3     POWERS

                  (a)      The Powers are cumulative and do not exclude any
                           other right, power, authority, discretion or remedy.

                  (b)      Where a Power is inconsistent with the rights,
                           powers, authorities, discretions or remedies
                           conferred by applicable law then, to the extent not
                           prohibited by that law, those conferred by applicable
                           law are regarded as negatived or varied to the extent
                           of the inconsistency.

         14.4     CONSENTS

                  Whenever the doing of any thing by a Transaction Party is
                  dependent on the consent or approval of the Agent or a Holder,
                  the Agent or Holder may withhold its consent or approval or
                  give it conditionally or unconditionally in its absolute
                  discretion unless expressly stated otherwise in a Transaction
                  Document. Any conditions must be complied with by a
                  Transaction Party.

         14.5     PRINCIPAL OBLIGATIONS

                  This agreement and each Collateral Security is:

                  (a)      a principal obligation and is not ancillary or
                           collateral to an Encumbrance (other than another
                           Collateral Security) or other obligation however
                           created; and




                                       49
<PAGE>


                  (b)      independent of, and unaffected by an Encumbrance or
                           other obligation however created which the Agent or a
                           Holder may hold at any time in respect of the Amount
                           Owing.

         14.6     NON-AVOIDANCE

                  If a payment by a Transaction Party to the Agent or a Holder
                  is at any time avoided for any reason including, but not
                  limited to, a legal limitation, disability or incapacity of or
                  affecting a Transaction Party and whether or not:

                  (a)      a transaction relating to the Amount Owing was
                           illegal, void or substantially avoided; or

                  (b)      any thing was or ought to have been within the
                           knowledge of the Agent or the Holder,

                  each Transaction Party:

                  (c)      as an additional, separate and independent
                           obligation, indemnifies the Agent and each Holder
                           against that avoided payment; and

                  (d)      acknowledges that the liability of a Transaction
                           Party under the Transaction Documents and the rights
                           and remedies of the Agent and each Holder under the
                           Transaction Documents are the same as if that payment
                           had not been made.

         14.7     SET-OFF AUTHORISED

                  If a Transaction Party does not pay any part of the Amount
                  Owing when due to a Holder, each Transaction Party authorises
                  the Holder:

                  (a)      to apply the credit balance in any currency in any
                           account of a Transaction Party with a branch or
                           office of the Holder towards satisfaction of that
                           amount;

                  (b)      in the name of a Transaction Party or of the Holder,
                           to do any act or thing including, but not limited to,
                           executing documents or effecting currency conversions
                           which may be required to make an application under
                           clause 14.7(a).

         14.8     CERTIFICATES OF AGENT AND HOLDER

                  A certificate signed by an Authorised Officer of the Agent or
                  a Holder stating:

                  (a)      the amount of the Amount Owing (whether currently due
                           and payable or not) or any amount due and payable by
                           a Transaction Party under a Transaction Document; or

                  (b)      the opinion or determination of the Agent or the
                           Holder as to any thing,

                  is prima facie evidence of amount or that opinion or
                  determination (as the requires) at the date stated on the
                  certificate failing that as at the date of that certificate.

         14.9     NO RELIANCE OR OTHER OBLIGATIONS AND RISH ASSUMPTION

                  Each Transaction Party acknowledges and confirms that:



                                       50
<PAGE>


                  (a)      it has not entered into a Transaction Document in
                           reliance on a representation, warranty, promise or
                           statement made by the Agent or a Holder or a person
                           on behalf of the Agent or the Holder;

                  (b)      in respect of the transactions evidenced by a
                           Transaction Document, the Agent and each Holder has
                           no obligations other than those expressly set out in
                           the Transaction Documents; and

                  (c)      in respect of interest rates or exchange rates, the
                           Agent and each Holder is not liable for:


                           (1)      movements in interest rates or exchange
                                    rates; or

                           (2)      information, advice or opinions provided by
                                    the Agent or the Holder or a person on
                                    behalf of the Agent or the Holder, even if:

                                    (A)      provided at the request of a
                                             Transaction Party (it being
                                             acknowledged by each Transaction
                                             Party that such matters are
                                             inherently speculative);

                                    (B)      relied on by a Transaction Party,
                                             or

                                    (C)      provided incorrectly or
                                             negligently.

         14.10    ATTORNEY

                  If a Default occurs and while it is continuing, the Agent,
                  each Holder and each of its Authorised Officers for the time
                  being (each with a power to appoint a substitute or
                  substitutes) is irrevocably appointed the attorney of a
                  Transaction Party to:

                  (a)      execute and deliver all documents; and

                  (b)      do all things (including the signing and lodging of
                           proofs of debt and similar claims in the bringing and
                           enforcing of legal proceedings, the compromise of
                           disputes, the enforcement of each Transaction
                           Document or any of them),

                  which, subject to the provisions of the Transaction Documents,
                  the attorney thinks requisite or desirable for the giving
                  effect to the provisions of each Transaction Document.

         14.11    OPINION OF THE AGENT AND HOLDER

                  Where the Agent or a Holder is required or entitled under this
                  agreement to form or hold an opinion or view, this may be
                  formed or held on its behalf by a person authorised by the
                  Agent or the Holder to act on its behalf in relation to this
                  agreement or by its board of directors or by one or more
                  Authorised Officers of the Agent or Holder.

15       GENERAL

         15.1     CONFIDENTIAL INFORMATION

                  The Agent and each Holder may, for the purpose only of
                  exercising an enforcement Power arising after a Default occurs
                  and while it is continuing,




                                       51
<PAGE>


                  disclose to a person documents or records of, or information
                  about, a Transaction Document, or the assets, business or
                  affairs of a Transaction Party or other Campbell Group Member,
                  whether or not confidential and whether or not the disclosure
                  would be in breach of a law or of a duty owed to a Transaction
                  Party or a Campbell Group Member.

         15.2     PERFORMANCE BY THE AGENT OF OBLIGATIONS

                  If a Transaction Party defaults in fully and punctually
                  performing an obligation contained or implied in a Transaction
                  Document, the Agent may, without affecting a Power do all
                  things necessary or desirable, in the opinion of the Agent, to
                  make good or attempt to make good that default to the
                  satisfaction of the Agent.

         15.3     TRANSACTION PARTIES TO BEAR COST

                  Any thing which must be done by a Transaction Party under a
                  Transaction Document, whether or not at the request of the
                  Agent or a Holder, must be done at the cost of the Transaction
                  Party.

         15.4     NOTICES

                  Any notice or other communication including, but not limited
                  to, a request, demand, consent or approval, to or by a party
                  to a Transaction Document:

                  (a)      must be in legible writing and in English addressed
                           as follows:

                           (1)      if to the Agent:

                                    Address:      Two London Bridge
                                                  London SE1 9RA
                                                  United Kingdom

                                    Attention:    Michael Schonfeld

                                    Facsimile:    int+ 44 207 939 1825

                                    with a copy to:

                                    Address:      143 Union Blvd., Suite 900
                                                  Lakewood, Colorado, 80228

                                    Attention:    Rick Winters

                                    Facsimile:    int+ 1 303 986 5136;

                           (2)      if to RMBI:

                                    Address:      158 Shelbourne Road
                                                  Dublin 4
                                                  Ireland

                                    Attention:    Des Brien

                           (3)      Facsimile:    int+ 35 31 670 2439;

                           (4)      if to a Transaction Party:

                                    Address:      Campbell Resources Inc.
                                                  1155, University Street,
                                                  Suite 1405
                                                  Montreal


                                       52
<PAGE>



                                                  Quebec H3B 3A7
                                                  Canada

                                    Attention:    Lucie Brun

                                    Facsimile:    int+ 514 875 9764,

                           or as specified to the sender by a party by notice;

                  (b)      must be signed by an Authorised Officer or under the
                           common seal of the sender;

                  (c)      is regarded as being given by the sender and received
                           by the addressee:

                           (1)      if by delivery in person, when delivered to
                                    the addressee;

                           (2)      if by post, 2 Business Days (if posted
                                    within a country) or 10 Business Days (if
                                    posted from one country to another) as the
                                    case may be, from and including the date of
                                    postage; or

                           (3)      if by facsimile transmission, whether or not
                                    legibly received, on receipt of a
                                    transmission report confirming successful
                                    transmission without error or omission,

                           but if the delivery or receipt is on a day which is
                           not a Business Day or is after 4.00 pm (addressee's
                           time) it is regarded as received at 9.00 am
                           (addressee's time) on the following Business Day, and

                  (d)      can be relied on by the addressee and the addressee
                           is not liable to another person for the consequences
                           of that reliance if the addressee believes it to be
                           genuine, correct and authorised by the sender.

         15.5     GOVERNING LAW AND JURISDICTION

                  (a)      This agreement is governed by the laws of the
                           Province of Quebec, Canada and the federal laws of
                           Canada which apply in the Province of Quebec.

                  (b)      Each Transaction Party and Finance Party irrevocably
                           and unconditionally:

                           (1)      submits to and accepts the non-exclusive
                                    jurisdiction of the courts of the Province
                                    of Quebec; and

                           (2)      in respect of any legal proceedings brought
                                    in the Province of Quebec, waives any
                                    objection to the venue of any legal process
                                    on the basis that the process has been
                                    brought in an inconvenient forum.

         15.6     PROHIBITION AND ENFORCEABILITY

                  (a)      A provision of, or the application of a provision of,
                           a Transaction Document or a Power which is prohibited
                           in a jurisdiction is, in that jurisdiction,
                           ineffective only to the extent of that prohibition.

                  (b)      A provision of, or the application of a provision of,
                           a Transaction Document which is void, illegal or
                           unenforceable in a jurisdiction does not affect the
                           validity, legality or enforceability of that
                           provision in another jurisdiction or of the remaining
                           provisions in that or another jurisdiction.


                                       53
<PAGE>


         15.7     WAIVER AND VARIATION

                  (a)      Waiver of a Power arising under, or a provision of,
                           this agreement (including this clause) must be in
                           writing and signed by the party granting the waiver.

                  (b)      A failure or delay in exercise, or partial exercise,
                           of a Power (arising on the occurrence of a Default or
                           otherwise) does not operate as a waiver of that Power
                           or preclude another or further exercise of that or
                           another Power.

                  (c)      The variation of a term of this agreement must be in
                           writing and signed by the parties.

         15.8     ATTORNEYS

                  Each of the attorneys executing this agreement states that the
                  attorney has no notice of the revocation of the power of
                  attorney appointing that attorney.

         15.9     COUNTERPARTS

                  This agreement may be signed in any number of counterparts and
                  all counterparts together constitute one and the same
                  instrument.

         15.10    LANGUAGE

                  The parties to this agreement have expressly required that
                  this agreement and all deeds, documents and notices relating
                  to it, be drafted in the English language. Les parties aux
                  presentes ont expressement exige que la presente convention et
                  que les autres contrats, documents ou avis, qui sont afferents
                  soient rediges en langue anglaise.

         15.11    SUPERIOR FORCE

                  The obligations of MSV under any of the Transaction Documents
                  will not be reduced, limited or cancelled by reason of the
                  occurrence of an event of force majeure, MSV expressly
                  assuming the risk of superior force. For the purposes of this
                  clause 15.11, force majeure means an unforeseeable and
                  irresistible event including external causes with the same
                  characteristics.


16       PROVISIONS IN RELATION TO THE AGENT

         16.1     AGENT NOT LIABLE

                  The Agent is not, and its directors, officers, employees are
                  not, liable to the Holders for:

                  (a)      any loss or damage occurring as a result of it
                           exercising, failing to exercise or purporting to
                           exercise any Power under this agreement or in
                           relation to the Transaction Documents;

                  (b)      the default, negligence or fault of any (other) agent
                           or attorney of the Agent whether or not the
                           employment or appointment of the other agent or
                           attorney was necessary or expedient;


                                       54
<PAGE>


                  (c)      any mistake or omission made by it;

                  (d)      any other matter or thing done, or not done, in
                           relation to this agreement or the other Transaction
                           Documents;

                  (e)      any absence of, or defect in title or for its
                           inability to exercise any of its Powers under the
                           Transaction Documents;

                  (f)      any failure by a Transaction Party to perform its
                           obligations under a Transaction Document;

                  (g)      the financial condition or solvency of a Transaction
                           Party or other Campbell Group Member;

                  (h)      any statement, representation or warranty of a
                           Transaction Party being incorrect or misleading in
                           any respect;

                  (i)      the value, validity, effectiveness, genuineness,
                           enforceability or sufficiency of any Transaction
                           Document or any other certificate or document given
                           under any of them; or

                  (j)      the acts or omissions of the Agent or a receiver or
                           receiver and manager,

                  except to the extent that the Agent and its directors,
                  Authorised Officers and employees have been guilty of fraud or
                  wilful misconduct or gross negligence.

         16.2     AGENT INDEMNITY

                  (a)      Without prejudice to any right of indemnity given to
                           it by law or equity (and in addition to, and without
                           prejudice to, any other indemnity in part 12 or any
                           other Transaction Document), the Agent is entitled to
                           be indemnified out of any moneys from time to time
                           received by the Agent under the Transaction
                           Documents:

                           (1)      in respect of all reasonable liabilities and
                                    expenses (including any moneys paid or to be
                                    paid for, or incurred as a result of, the
                                    employment or appointment of any agent or
                                    any receiver or receiver and manager)
                                    incurred by any of them in the exercise of
                                    the Powers under this agreement or in
                                    relation to the Transaction Documents; and

                           (2)      in respect of all reasonable actions,
                                    proceedings, costs, claims and demands
                                    arising in relation to this agreement or the
                                    Transaction Documents,

                           to the extent that the Agent has not been guilty of
                           fraud or wilful misconduct or gross negligence, and
                           the Agent may from time to time retain and pay out of
                           any moneys recovered from the Transaction Documents
                           an amount to satisfy that indemnity.

                  (b)      If there are no moneys available for the Agent to
                           satisfy its indemnity under clause 16.2(a), then each
                           Holder severally indemnifies the Agent against its
                           pro rata share (determined as at the date the
                           relevant amount is incurred by the Agent) of the
                           relevant amount, and must pay its share to the Agent
                           within 3 Business Days of demand.


                                       55
<PAGE>



         16.3     QUEBEC SECURITY

                  For greater certainty, and without limiting the powers of the
                  Agent under this agreement or under any other Transaction
                  Document, MSV acknowledges that the Agent will, for the
                  purposes of holding any security granted by MSV on property
                  pursuant to the laws of the Province of Quebec to secure
                  obligations of MSV in respect of all ECUs subscribed for and
                  all other Secured Moneys (collectively, the OBLIGATIONS), be
                  the holder of an irrevocable power of attorney (within the
                  meaning of Article 2692 of the Civil Code of Quebec) for all
                  present and future Holders. The Holder irrevocably
                  constitutes, to the extent necessary, the Agent as the holder
                  of an irrevocable power of attorney (within the meaning of
                  Article 2692 of the Civil Code of Quebec) in order to hold
                  security granted by MSV in the Province of Quebec to secure
                  the Obligations. Each assignee of the Holder will be deemed to
                  have confirmed and ratified the constitution of the Agent as
                  the holder of the irrevocable power of attorney referred to
                  above, by execution of the relevant agreement of assignment by
                  which the assignee takes the assignment Despite the provisions
                  of Section 32 of the An Act respecting the special powers of
                  legal persons (Quebec), the Agent may acquire and be the
                  holder of any ECU. MSV acknowledges that each ECU constitutes
                  a "title of indebtedness", as that term is used in Article
                  2692 of the Civil Code of Quebec.



                                       56
<PAGE>


SCHEDULE 1 - ECU NOTICE


         TO:      RMB International (Dublin) Limited (RMBI)

         A.       This ECU Notice is given by MSV Resources Inc. (MSV) under an
                  ECU facility agreement (ECU AGREEMENT) dated 26 October 2004
                  between MSV, Campbell Resources Inc, Meston Resources Inc.,
                  RMBI and RMB Resources Limited.

         B.       Expressions used in this ECU Notice which are defined in the
                  ECU Agreement bear the defined meanings.

         C.       MSV represents and warrants to RMBI that:

                  (1)      as at the date of this ECU Notice, the
                           representations and warranties referred to in clause
                           8.1 of the ECU Agreement are true and correct as
                           though they had been made as at the date of this ECU
                           Notice with respect to the facts and circumstances
                           applicable at that time;

                  (2)      since the end of the accounting period for the
                           accounts referred to in clause 2.1(g), no event has
                           occurred (and is continuing) which has or may have a
                           Material Adverse Effect; and

                  (3)      no Default or Potential Default has occurred and is
                           continuing.

         D.       MSV irrevocably requests RMBI under clause 3.1 of the ECU
                  Agreement to credit the Issue Price for [INSERT NO. OF ECUS
                  REQUESTED] ECUs, denoted by ECU Certificate no.[s] [INSERT ECU
                  CERTIFICATE NO./NO.S] the subject of the ECU Agreement to the
                  following bank account:

                           [INSERT BANK ACCOUNT DETAILS]




                  DATED:
                  SIGNED for and on behalf of
                  MSV RESOURCES INC.
                  by:

                  ------------------------
                  an Authorised Officer of MSV Resources Inc.



                                       57
<PAGE>


SCHEDULE 2 - ECU CERTIFICATE

                                      MSV RESOURCES INC.

                                       ECU CERTIFICATE

                  This is to certify that RMB International (Dublin) Limited
                  (RMBI) is the holder of one (1) secured exchangeable capital
                  unit of C$500,000 (ECU) in MSV Resources Inc. (MSV).

                  The ECU is created and issued under an ECU facility agreement
                  dated 26 October 2004 (ECU AGREEMENT) made between MSV,
                  Campbell Resources Inc., Meston Resources Inc., RMBI and RMB
                  Resources Limited.

                  The ECU is issued on the terms and conditions contained in the
                  ECU Agreement and bears interest at the Rate specified in the
                  ECU Agreement.

                  This ECU Certificate must be returned to MSV for cancellation
                  on Conversion or redemption of the ECU or repayment of the
                  Amount Owing (as defined in the ECU Agreement) in full.

                  The ECU may be Converted during the Conversion Period by
                  completing and returning the attached notice to MSV.

                  The provisions of part 6 of the ECU Agreement apply to any
                  transfer or assignment of the ECU.


                  DATED:
                  SIGNED for and on behalf of
                  MSV RESOURCES INC.
                  by:

                  ------------------------
                  an Authorised Officer of MSV Resources Inc.





                                       58
<PAGE>



                                CONVERSION NOTICE


To:      The Directors
         Campbell Resources Inc.

and to:  The Directors
         MSV Resources Inc.

both of: 1155, University Street, Suite 1405
         Montreal
         Quebec H3B 3A7
         Canada


NOTICE is given of the exercise by [name of Holder] of its right to Convert the
[Principal Conversion Amount and/or Interest Conversion Amount] into Shares in
accordance with clause [4.1/4.2/7.2] of the ECU facility agreement 26 October
2004 between MSV Resources Inc., Campbell Resources Inc., Meston Resources Inc.,
RMB International (Dublin) Limited and RMB Resources Limited.

The Conversion Date applicable to the Conversion is [        ].

[The Interest Payment Date applicable to the Conversion is [        ].

The Current Market Price applicable to the Conversion is [$        ].

[The Conversion Sum applicable to the Principal Conversion Amount is [       ].]




DATED:


SIGNED for and on behalf of [HOLDER]
by


------------------------
an Authorised Officer of [HOLDER].



                                       59
<PAGE>

SCHEDULE 3 - REDEMPTION NOTICE


         TO:      RMB International (Dublin) Limited (RMBI)

         FROM:    MSV Resources Inc.

         A.       This Redemption Notice is given by MSV Resources Inc. (MSV)
                  under an ECU facility agreement (ECU AGREEMENT) dated 26
                  October 2004 between MSV, Campbell Resources Inc, Meston
                  Resources Inc., RMBI and RMB Resources Limited.

         B.       Expressions used in this Redemption Notice which are defined
                  in the ECU Agreement bear the defined meanings.

         C.       MSV gives notice to RMBI under clause 4.2(a) that it elects to
                  Redeem [INSERT NO. AND DESCRIPTION OF ECUS TO BE REDEEMED]
                  ECU[S] by paying to the Agent:

                  (1)      the Issue Price for each ECU; and

                  (2)      the interest which has accrued under the terms of
                           this agreement on each of those ECUs,

                  on [INSERT A DATE THAT IS AT LEAST 20 BUSINESS DAYS FROM THE
                  DATE OF THIS NOTICE].

         D.       MSV acknowledges that this notice is irrevocable.



         DATED:

         SIGNED for and on behalf of
         MSV RESOURCES INC.
         by:


         ------------------------
         an Authorised Officer of MSV Resources Inc.



                                       60
<PAGE>



SCHEDULE 4 - PERMITTED ENCUMBRANCES

         (a)      the Securities;

         (b)      any other Transaction Document which is an Encumbrance;

         (c)      any Encumbrance granted over Movable Plant and Equipment in
                  respect of Equipment Finance;

         (d)      any Encumbrance arising under clause 3(c) of the agreement
                  which sets out the Auramet Transaction; and

         (e)      liens or charges arising by operation of law in the ordinary
                  course of business in good faith including worker's or
                  solicitor's liens or liens in favour of any Governmental
                  Agency, but only for so long as there is no default in payment
                  of any money or performance of any obligation secured by the
                  relevant lien or charge, and not including any lien or charge
                  arising due to the failure to observe any statute or contract.


                                       61



<PAGE>

EXECUTED BY THE PARTIES AS AN AGREEMENT.

SIGNED for and on behalf of
MSV RESOURCES INC.
by its attorney in the
presence of:



/s/ MICHEL BLOUIN                           /s/ ANDRE FORTIER
------------------------------------        ------------------------------------
Witness                                     Attorney



MICHEL BLOUIN                               ANDRE FORTIER
------------------------------------        ------------------------------------
Name (please print)                         Name (please print)



SIGNED for and on behalf of
CAMPBELL RESOURCES INC.
by its attorney in the
presence of:



/s/ MICHEL BLOUIN                           /s/ ANDRE FORTIER
------------------------------------        ------------------------------------
Witness                                     Attorney



MICHEL BLOUIN                               ANDRE FORTIER
------------------------------------        ------------------------------------
Name (please print)                         Name (please print)



SIGNED for and on behalf of
MESTON RESOURCES INC.
by its attorney in the
presence of:



/s/ MICHEL BLOUIN                           /s/ ANDRE FORTIER
------------------------------------        ------------------------------------
Witness                                     Attorney



MICHEL BLOUIN                               ANDRE FORTIER
------------------------------------        ------------------------------------
Name (please print)                         Name (please print)




                                       62
<PAGE>

SIGNED for RMB INTERNATIONAL
(DUBLIN) LIMITED by its Authorized
Signatories:



/s/ P.V.C. SMITH                            /s/ D. COETZEE
------------------------------------        ------------------------------------
Authorized Signatory                        Authorized Signatory



P.V.C. SMITH                                D. COETZEE
------------------------------------        ------------------------------------
Name (please print)                         Name (please print)



SIGNED for RMB RESOURCES LIMITED
by its Authorized Signatories:




------------------------------------        ------------------------------------
Authorized Signatory                        Authorized Signatory




------------------------------------        ------------------------------------
Name (please print)                         Name (please print)



<PAGE>

SIGNED for RMB INTERNATIONAL
(DUBLIN) LIMITED by its Authorized
Signatories:




------------------------------------        ------------------------------------
Authorized Signatory                        Authorized Signatory




------------------------------------        ------------------------------------
Name (please print)                         Name (please print)



SIGNED for RMB RESOURCES LIMITED
by its Authorized Signatories:



/s/ M.L. SCHONFELD                          /s/ STUART GREENE
------------------------------------        ------------------------------------
Authorized Signatory                        Authorized Signatory



M.L. SCHONFELD                              STUART GREENE
------------------------------------        ------------------------------------
Name (please print)                         Name (please print)