EXHIBIT 10.6

                                DATED      , 2004


                              JHP RESOURCES LIMITED
                                 (the "COMPANY")

                                       AND

                               KEYGOLD CORPORATION
                                (the "PURCHASER")

                                       AND

                                       [o]

                          (the "ORDINARY SHAREHOLDER")

                  --------------------------------------------


                          SHARE SUBSCRIPTION AGREEMENT

                                   RELATING TO
                              THE SHARE CAPITAL OF

                              JHP RESOURCES LIMITED

                  --------------------------------------------


<PAGE>

                                    CONTENTS

                                                                           PAGE

1.    INTERPRETATION ..........................................................1

2.    SUBCRIPTION OF SHARES   .................................................4

3.    CONSIDERATION ...........................................................5

4.    COMPLETION ..............................................................6

5.    FURTHER OBLIGATIONS OF THE COMPANY AND THE SUBSCRIBER ..................10

6.    REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS ...........................10

7.    ACCESS TO INFORMATION ..................................................11

8.    GENERAL ................................................................11



EXHIBITS

Exhibit A         Letter Agreement
Exhibit B         Deed of Call Option
Exhibit C         Deed of Put Option

SCHEDULES

Schedule 1        Representations, Warranties and Undertakings of the Company

<PAGE>


THIS AGREEMENT is made on the ___________________ day of _________________ 2004

BETWEEN:

(1)   JHP Resources  Limited,  a company duly  organised and existing  under the
      laws of the  Province  of  British  Columbia,  Canada  with  its  place of
      business at  #168-2633  Viking  Way,  Richmond,  B.C.  Canada V6V 1N3 (the
      "COMPANY");

AND

(2)   Keygold  Corporation,  a corporation duly organised and existing under the
      laws   of    __________________    with   its   registered    address   at
      _______________________   and  quoted  on  the  OTC  Bulletin  Board  (the
      "SUBSCRIBER");

AND

(3)   [o,  a  limited   liability  company   incorporated   under  the  laws  of
      ________________________________,   having   its   registered   office  at
      _____________________/o,  an individual  Passport No. ________ residing at
      __________________ (the "ORDINARY SHAREHOLDER").

WHEREAS:

(A)   The Company as at the First  Completion (as defined  herein) shall have an
      authorised  capital  consisting of a class of ordinary  shares  ("ORDINARY
      SHARES") and a class of Series A convertible preferred shares (the "SERIES
      A SHARES");

(B)   As at the date of this  Agreement,  the  Ordinary  Shareholder  owns 2,000
      Ordinary Shares being all the issued and outstanding  share capital of the
      Company; and

(C)   The Ordinary Shareholder has consented and the Company has agreed with the
      Subscriber that the Company allot and issue an aggregate of 8,000 Series A
      Shares (the  "SUBSCRIPTION  SHARES") to the Subscriber subject to and upon
      the terms and conditions of this Agreement.

NOW IT IS HEREBY AGREED as follows:

1.    INTERPRETATION

1.1   In this Agreement, unless the context requires otherwise:

      "ARTICLES" means the Articles of Association of the Company;


                                     - 1 -
<PAGE>

      "COMPANY'S SOLICITORS" means _____________________________________;

      "CONSIDERATION"  means  the  consideration  for  the  subscription  of the
      Subscription  Shares being One Million Two Hundred  Thousand United States
      Dollars  (US$1,200,000.00)  as may be adjusted in  accordance  with Clause
      3.2;

      "DEED OF CALL  OPTION"  means the Deed of Call Option  attached  hereto as
      Exhibit B to be entered  into  between the  Ordinary  Shareholder  and the
      Subscriber;

      "DEED OF PUT  OPTION"  means  the Deed of Put  Option  attached  hereto as
      Exhibit C to be entered  into  between the  Ordinary  Shareholder  and the
      Subscriber;

      "FENGCHENG" means the Fengcheng Gold Corporation,  Liaoning, an enterprise
      incorporated in Liaoning province, PRC;

      "FIRST  COMPLETION" means completion of the sale and purchase of the First
      Subscription Shares as specified in Clauses 4.1 to 4.7;

      "FIRST COMPLETION DATE" has the meaning specified in Clause 3.1;

      "FIRST SUBSCRIPTION PRICE" has the meaning specified in Clause 2.1;

      "FIRST SUBSCRIPTION SHARES" has the meaning specified in Clause 2.1;

      "FORMAL APPROVALS" has the meaning specified in the Letter Agreement;

      "FOURTH  COMPLETION"  means  completion  of the sale and  purchase  of the
      Fourth Subscription Shares as specified in Clauses 4.19 to 4.22;

      "FOURTH COMPLETION DATE" has the meaning specified in Clause 3.1;

      "FOURTH  STAGE  INVESTMENT"  has  the  meaning  specified  in  the  Letter
      Agreement;

      "FOURTH SUBSCRIPTION PRICE" has the meaning specified in Clause 2.4;

      "FOURTH SUBSCRIPTION SHARES" has the meaning specified in Clause 2.4;

      "GROUP  COMPANY"  means an entity which  controls,  is controlled by or is
      under common control with a party to this Agreement;

      "HONG  KONG"  means the Hong  Kong  Special  Administrative  Region of the
      People's Republic of China;


                                     - 2 -
<PAGE>

      "JOINT VENTURE COMPANY" means the Sino-foreign  cooperative  joint venture
      company to be set up by Fengcheng  and the Company  pursuant to the Letter
      Agreement;

      "LETTER  AGREEMENT" means the letter agreement  between  Fengcheng and the
      Company dated 21 April 2004 and attached hereto as Exhibit A;

      "OPINION"  means the PRC legal  opinion  to be  delivered  to the  Company
      confirming that Fengcheng has complied with the Formal Approvals;

      "ORDINARY SHARES" has the meaning specified in Recital A;

      "PRC" means the People's Republic of China;

      "SERIES A SHARES" has the meaning specified in Recital A;

      "SUBSCRIPTION  SHARES" has the meaning specified in Recital C and includes
      the First Subscription  Shares, the Second Subscription  Shares, the Third
      Subscription Shares and the Fourth Subscription Shares;

      "SECOND  COMPLETION"  means  completion  of the sale and  purchase  of the
      Second Subscription Shares as specified in Clauses 4.8 to 4.12;

      "SECOND COMPLETION DATE" has the meaning specified in Clause 3.1;

      "SECOND  STAGE  INVESTMENT"  has  the  meaning  specified  in  the  Letter
      Agreement;

      "SECOND SUBSCRIPTION PRICE" has the meaning specified in Clause 2.2;

      "SECOND SUBSCRIPTION SHARES" has the meaning specified in Clause 2.2;

      "SHARES" means the shares of the Company;

      "THIRD  COMPLETION" means completion of the sale and purchase of the Third
      Subscription Shares as specified in Clauses 4.13 to 4.18;

      "THIRD COMPLETION DATE" has the meaning specified in Clause 3.1;

      "THIRD  STAGE   INVESTMENT"  has  the  meaning  specified  in  the  Letter
      Agreement; and

      "THIRD SUBSCRIPTION PRICE" has the meaning specified in Clause 2.3;

      "THIRD SUBSCRIPTION SHARES" has the meaning specified in Clause 2.3; and

      "US$" means the lawful  currency  of the United  States of America for the
      time being and from time to time.


                                     - 3 -
<PAGE>

      1.2   References to statutory  provisions shall be construed as references
            to those provisions as amended or re-enacted or as their application
            is modified by other  provisions  (whether  before or after the date
            hereof) from time to time and shall include any  provisions of which
            they are re-enactments (whether with or without modification).

      1.3   References herein to Clauses,  Schedules and Exhibits are to clauses
            in and schedules and exhibits to this  Agreement  unless the context
            requires  otherwise  and the  Schedules to this  Agreement  shall be
            deemed to form part of this Agreement.

      1.4   The expressions "the Company" and "the Purchaser"  shall,  where the
            context  permits,  include  their  respective  successors,  personal
            representatives and permitted assigns.

      1.5   The headings are inserted for convenience  only and shall not affect
            the construction of this Agreement.

      1.6   Unless the context requires otherwise,  words importing the singular
            include  the  plural  and vice  versa and words  importing  a gender
            include every gender.

      2.    SUBCRIPTION OF SHARES

      2.1   Subject  to the  terms  of  this  Agreement,  the  Subscriber  shall
            subscribe for 2,000 Subscription  Shares in cash at the subscription
            price of Three  Hundred  Thousand  Dollars  United  States  Currency
            (US$300,000) (the "FIRST SUBSCRIPTION PRICE"), and the Company shall
            validly  allot and  issue  2,000  Subscription  Shares  (the  "FIRST
            SUBSCRIPTION SHARES") to the Subscriber on the First Completion Date
            which shall be issued and allotted as fully paid and with the rights
            and obligations as set out in the Articles.  The First  Subscription
            Price  for  the  First  Subscription  Shares  shall  be  paid by the
            Subscriber in full at the First  Completion in the manner as set out
            in Clause 3.1(a).

      2.2   Subject  to the  terms  of  this  Agreement,  the  Subscriber  shall
            subscribe for 2,000 Subscription  Shares in cash at the subscription
            price of Three  Hundred  Thousand  Dollars  United  States  Currency
            (US$300,000)  (the  "SECOND  SUBSCRIPTION  PRICE"),  and the Company
            shall validly allot and issue 2,000 Subscription Shares (the "SECOND
            SUBSCRIPTION  SHARES") to the  Subscriber  on the Second  Completion
            Date which  shall be issued and  allotted as fully paid and with the
            rights  and  obligations  as set  out in the  Articles.  The  Second
            Subscription Price for the Second  Subscription Shares shall be paid
            by the Subscriber in full at the Second  Completion in the manner as
            set out in Clause 3.1(b).

      2.3   Subject  to the  terms  of  this  Agreement,  the  Subscriber  shall
            subscribe for 2,000 Subscription  Shares in cash at the subscription
            price of Three  Hundred  Thousand  Dollars  United  States  Currency
            (US$300,000) (the "THIRD SUBSCRIPTION PRICE"), and the Company shall
            validly  allot and  issue  2,000  Subscription  Shares  (the  "THIRD
            SUBSCRIPTION SHARES") to the Subscriber on the Third Completion Date
            which shall be issued and allotted as fully paid and with the rights
            and obligations as set out in the Articles.  The Third  Subscription
            Price  for  the  Third  Subscription  Shares  shall  be  paid by the
            Subscriber in full at the Third  Completion in the manner as set out
            in Clause 3.1(a).


                                     - 4 -

<PAGE>

      2.4   Subject  to the  terms  of  this  Agreement,  the  Subscriber  shall
            subscribe for 2,000 Subscription  Shares in cash at the subscription
            price of Three  Hundred  Thousand  Dollars  United  States  Currency
            (US$300,000)  (the  "FOURTH  SUBSCRIPTION  PRICE"),  and the Company
            shall validly allot and issue 2,000 Subscription Shares (the "FOURTH
            SUBSCRIPTION  SHARES") to the  Subscriber  on the Fourth  Completion
            Date which  shall be issued and  allotted as fully paid and with the
            rights  and  obligations  as set  out in the  Articles.  The  Fourth
            Subscription Price for the Fourth  Subscription Shares shall be paid
            by the Subscriber in full at the Fourth  Completion in the manner as
            set out in Clause 3.1(a).

      3.    CONSIDERATION

      3.1   Subject to Clauses 3.2 and 3.3, the total consideration  payable for
            the Subscription  Shares shall be  US$1,200,000.00  (One Million Two
            Hundred Thousand United States Dollars) to be paid as follows:

            (a)   US$300,000.00  shall be payable  within two (2) days following
                  the date of the  delivery of the  Opinion to the Company  (the
                  "FIRST PAYMENT DATE");

            (b)   US$300,000.00  shall be payable within  seventy-five (75) days
                  after the  incorporation  of the Joint  Venture  Company  (the
                  "SECOND PAYMENT DATE");

            (c)   US$300,000.00 shall be payable within six (6) months after the
                  Second Payment Date (the "THIRD PAYMENT DATE"); and

            (d)   US$300,000.00 shall be payable within six (6) months after the
                  Third Payment Date (the "FOURTH PAYMENT DATE").

      3.2   (a)   In the event that either: (i) the  Company  determines  not to
                  proceed  with the  Second  Stage  Investment  and the  Company
                  notifies the Subscriber in writing of same prior to the Second
                  Payment Date; or (ii) the  Subscriber  notifies the Company in
                  writing  prior to the  Second  Payment  Date  that it will not
                  proceed with the Second  Completion,  the Third Completion and
                  the Fourth  Completion,  the Company and the Subscriber  shall
                  have no  obligation  to complete the  subscriptions  under the
                  Second  Completion,   the  Third  Completion  and  the  Fourth
                  Completion and the Subscriber shall have no obligation to make
                  the payments under Clauses 3.1(b), 3.1(c) and 3.1(d);


                                     - 5 -
<PAGE>

            (b)   In the event that either:  (i) the Company  determines  not to
                  proceed  with  the  Third  Stage  Investment  and the  Company
                  notifies the  Subscriber in writing of same prior to the Third
                  Payment Date; or (ii) the  Subscriber  notifies the Company in
                  writing  prior  to the  Third  Payment  Date  that it will not
                  proceed with the Third  Completion and the Fourth  Completion,
                  the Company and the  Subscriber  shall have no  obligation  to
                  complete the subscriptions  under the Third Completion and the
                  Fourth  Completion and the Subscriber shall have no obligation
                  to make the payments under Clauses 3.1(c) and 3.1(d); and

            (c)   In the event that either:  (i) the Company  determines  not to
                  proceed  with the  Fourth  Stage  Investment  and the  Company
                  notifies the Subscriber in writing of same prior to the Fourth
                  Payment Date; or (ii) the  Subscriber  notifies the Company in
                  writing  prior to the  Fourth  Payment  Date  that it will not
                  proceed  with  the  Fourth  Completion,  the  Company  and the
                  Subscriber   shall  have  no   obligation   to  complete   the
                  subscription  under the Fourth  Completion  and the Subscriber
                  shall have no  obligation  to make the  payment  under  Clause
                  3.1(d).

      3.3   (a)   In the event that the Company does not proceed with the Second
                  Stage   Investment   and  the  Subscriber  has  completed  the
                  subscription   under  the   Second   Completion,   the  Second
                  Subscription Shares shall be forthwith redeemed by the Company
                  for the  consideration  of Second  Subscription  Price and the
                  Subscriber   shall  have  no   obligation   to  complete   the
                  subscriptions  under  the  Third  Completion  and  the  Fourth
                  Completion;

            (b)   In the event that the Company  does not proceed with the Third
                  Stage   Investment   and  the  Subscriber  has  completed  the
                  subscription   under   the   Third   Completion,   the   Third
                  Subscription Shares shall be forthwith redeemed by the Company
                  for the  consideration  of Third  Subscription  Price  and the
                  Subscriber   shall  have  no   obligation   to  complete   the
                  subscription under the Fourth Completion; and

            (c)   In the event that the Company does not proceed with the Fourth
                  Stage   Investment   and  the  Subscriber  has  completed  the
                  subscription   under  the   Fourth   Completion,   the  Fourth
                  Subscription Shares shall be forthwith redeemed by the Company
                  for the consideration of Fourth Subscription Price.

      4.    COMPLETION

      4.1   The First  Completion  shall take place at offices of the  Company's
            Solicitors  at 10:00 a.m.  on the First  Completion  Date or at such
            other  place and time as shall be mutually  agreed.  The Company and
            the  Subscriber  hereby  authorise  their  respective  solicitors to
            complete the  subscription of the First  Subscription  Shares on the
            basis of cross undertakings insofar as it may be necessary to do so.

      4.2   At the First  Completion,  the Company  shall allot and issue to the
            Subscriber,  as fully paid, the First Subscription  Shares free from
            all  charges,  liens,  encumbrances,  equities  or other third party
            rights,  claims or interests,  and shall  procure the  Subscriber be
            registered  as  holder  of  the  First  Subscription  Shares  in the
            register of members of the Company.


                                     - 6 -
<PAGE>

      4.3   At the First Completion, the Company shall deliver to the Subscriber
            a  certified  true  copy of the  board  resolutions  of the  Company
            approving  the  subscription  of the  First  Subscription  Shares in
            accordance with the terms of this Agreement.

      4.4   At the First Completion,  the Ordinary  Shareholder shall deliver to
            the Subscriber:

            (a)   the  Deed  of  Call  Option  duly  executed  by  the  Ordinary
                  Shareholder; and

            (b)   the  Deed  of  Put  Option  duly   executed  by  the  Ordinary
                  Shareholder.

      4.5   At the First Completion, the Subscriber shall deliver or cause to be
            delivered to the Company:

            (a)   a  bankers'  draft  drawn on a  reputable  bank in the  United
                  States for  US$300,000.00  in favour of the  Company or as the
                  Company in writing may direct  (the  receipt of which shall be
                  an absolute discharge therefor);

            (b)   a letter  applying  for the First  Subscription  Shares at the
                  First Subscription Price signed by the Subscriber; and

            (c)   a  certified  true  copy  of  the  board  resolutions  of  the
                  Subscriber   approving   the   subscription   of   the   First
                  Subscription  Shares  in  accordance  with  the  terms of this
                  Agreement.

      4.6   At the First Completion, the Subscriber shall deliver or cause to be
            delivered to the Ordinary Shareholder:

            (a)   the Deed of Call Option duly executed by the Subscriber; and

            (b)   the Deed of Put Option duly executed by the Subscriber.

      4.7   The Company  shall not be obliged to complete  the First  Completion
            unless the  Subscriber  shall have  fully  complied  with all of its
            requirements in Clauses 4.5 and 4.6.

      4.8   Subject to Clause 3.2(a),  the Second Completion shall take place at
            offices of the  Company's  Solicitors  at 10:00  a.m.  on the Second
            Completion Date or at such other place and time as shall be mutually
            agreed.  The  Company  and the  Subscriber  hereby  authorise  their
            respective  solicitors  to complete the  subscription  of the Second
            Subscription Shares on the basis of cross undertakings insofar as it
            may be necessary to do so.

      4.9   At the Second  Completion,  the Company shall allot and issue to the
            Subscriber,  as fully paid, the Second Subscription Shares free from
            all  charges,  liens,  encumbrances,  equities  or other third party
            rights,  claims or interests,  and shall  procure the  Subscriber be
            registered  as  holder  of the  Second  Subscription  Shares  in the
            register of members of the Company.


                                     - 7 -

<PAGE>

      4.10  At  the  Second  Completion,   the  Company  shall  deliver  to  the
            Subscriber  a certified  true copy of the board  resolutions  of the
            Company approving the subscription of the Second Subscription Shares
            in accordance with the terms of this Agreement.

      4.11  At the Second  Completion,  the Subscriber shall deliver or cause to
            be delivered to the Company:

            (a)   a  bankers'  draft  drawn on a  reputable  bank in the  United
                  States for  US$300,000.00  in favour of the  Company or as the
                  Company in writing may direct  (the  receipt of which shall be
                  an absolute discharge therefor);

            (b)   a letter  applying for the Second  Subscription  Shares at the
                  Second Subscription Price signed by the Subscriber; and

            (c)   a  certified  true  copy  of  the  board  resolutions  of  the
                  Subscriber   approving   the   subscription   of  the   Second
                  Subscription  Shares  in  accordance  with  the  terms of this
                  Agreement.

      4.12  The Company  shall not be obliged to complete the Second  Completion
            unless the  Subscriber  shall have  fully  complied  with all of its
            requirements in Clause 4.11.

      4.13  Subject to Clause 3.2(b),  the Third  Completion shall take place at
            offices  of the  Company's  Solicitors  at 10:00  a.m.  on the Third
            Completion Date or at such other place and time as shall be mutually
            agreed.  The  Company  and the  Subscriber  hereby  authorise  their
            respective  solicitors  to complete  the  subscription  of the Third
            Subscription Shares on the basis of cross undertakings insofar as it
            may be necessary to do so.

      4.14  At the Third  Completion,  the Company  shall allot and issue to the
            Subscriber,  as fully paid, the Third Subscription  Shares free from
            all  charges,  liens,  encumbrances,  equities  or other third party
            rights,  claims or interests,  and shall  procure the  Subscriber be
            registered  as  holder  of  the  Third  Subscription  Shares  in the
            register of members of the Company.

      4.15  At the Third Completion, the Company shall deliver to the Subscriber
            a  certified  true  copy of the  board  resolutions  of the  Company
            approving  the  subscription  of the  Third  Subscription  Shares in
            accordance with the terms of this Agreement.

      4.16  At the Third Completion, the Subscriber shall deliver or cause to be
            delivered to the Company:


                                     - 8 -
<PAGE>

            (a)   a  bankers'  draft  drawn on a  reputable  bank in the  United
                  States for  US$300,000.00  in favour of the  Company or as the
                  Company in writing may direct  (the  receipt of which shall be
                  an absolute discharge therefor);

            (b)   a letter  applying  for the Third  Subscription  Shares at the
                  Third Subscription Price signed by the Subscriber; and

            (c)   a  certified  true  copy  of  the  board  resolutions  of  the
                  Subscriber   approving   the   subscription   of   the   Third
                  Subscription  Shares  in  accordance  with  the  terms of this
                  Agreement.

      4.17  The Company  shall not be obliged to complete  the Third  Completion
            unless the  Subscriber  shall have  fully  complied  with all of its
            requirements in Clause 4.16.

      4.18  Subject to Clause 3.2(c),  the Fourth Completion shall take place at
            offices of the  Company's  Solicitors  at 10:00  a.m.  on the Fourth
            Completion Date or at such other place and time as shall be mutually
            agreed.  The  Company  and the  Subscriber  hereby  authorise  their
            respective  solicitors  to complete the  subscription  of the Fourth
            Subscription Shares on the basis of cross undertakings insofar as it
            may be necessary to do so.

      4.19  At the Fourth  Completion,  the Company shall allot and issue to the
            Subscriber,  as fully paid, the Fourth Subscription Shares free from
            all  charges,  liens,  encumbrances,  equities  or other third party
            rights,  claims or interests,  and shall  procure the  Subscriber be
            registered  as  holder  of the  Fourth  Subscription  Shares  in the
            register of members of the Company.

      4.20  At  the  Fourth  Completion,   the  Company  shall  deliver  to  the
            Subscriber  a certified  true copy of the board  resolutions  of the
            Company approving the subscription of the Fourth Subscription Shares
            in accordance with the terms of this Agreement.

      4.21  At the Fourth  Completion,  the Subscriber shall deliver or cause to
            be delivered to the Company:

            (a)   a  bankers'  draft  drawn on a  reputable  bank in the  United
                  States for  US$300,000.00  in favour of the  Company or as the
                  Company in writing may direct  (the  receipt of which shall be
                  an absolute discharge therefor);

            (b)   a letter  applying for the Fourth  Subscription  Shares at the
                  Fourth Subscription Price signed by the Subscriber; and

            (c)   a  certified  true  copy  of  the  board  resolutions  of  the
                  Subscriber   approving   the   subscription   of  the   Fourth
                  Subscription  Shares  in  accordance  with  the  terms of this
                  Agreement.


                                     - 9 -
<PAGE>

      4.22  The Company  shall not be obliged to complete the Fourth  Completion
            unless the  Subscriber  shall have  fully  complied  with all of its
            requirements in Clause 4.21.

      5.    FURTHER OBLIGATIONS OF THE COMPANY AND THE SUBSCRIBER

      5.1   The Company  shall  procure that the business of the Company has and
            is being operated in a manner  consistent with past practices during
            the  period  from  the  date  of this  Agreement  until  the  Fourth
            Completion.

      5.2   Provided  that the  Subscriber  has not given  notice not to proceed
            with  either  the Second  Completion,  Third  Completion,  or Fourth
            Completion under Clauses 3.2(a), 3.2(b) or 3.2(c) and the Subscriber
            is not in  default  under this  Agreement,  the  Company  shall not,
            either  directly  or  indirectly  through  any   representatives  or
            otherwise,  solicit or entertain any offers from,  negotiate with or
            in any manner  encourage,  discuss,  accept or consider any proposal
            of, any third party  relating to the  subscription  of any shares of
            the Company or any  subsidiary  of the Company after the date hereof
            and until the Fourth Completion,.

      5.3   Save as  otherwise  provided  in this  Agreement,  the  Deed of Call
            Option and the Deed of Put Option,  the  Subscriber and the Ordinary
            Shareholder  each  covenant  to the  other  not to  sell,  transfer,
            charge,  incumber, grant options over or otherwise dispose of any of
            the Shares or any beneficial interest in any of the Shares now owned
            or to be acquired  after the date of this  Agreement  by them to any
            person without prior written  consent of the other  shareholders  of
            the Company.

      5.4   The  Subscriber  covenants  to the Company that it shall not convert
            any of the Series A Shares unless and until the Third Completion has
            been  completed  and the  Subscriber  is the holder in  aggregate of
            6,000 Series A Shares.

      6.    REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

      6.1   The Company represents, warrants and undertakes to the Subscriber in
            the terms set out in Schedule 1.

      6.2   The Subscriber represents, warrants and undertakes to the Company as
            follows:

            (a)   The Subscriber  has due and sufficient  right and authority to
                  enter into this Agreement on the terms and  conditions  herein
                  set  forth,  the  Deed of  Call  Option,  and the  Deed of Put
                  Option; and

            (b)   The Subscriber is quoted on the OTC Bulletin Board.

      6.3   The  representations,  warranties and  undertakings  set out in each
            paragraph  of  Schedule  1 and this  Clause 6 shall be  deemed to be
            repeated as at Completion as if all  references  therein to the date
            of this Agreement were references to the date of Completion.


                                     - 10 -
<PAGE>

      7.    ACCESS TO INFORMATION

      7.1   The Company shall give and shall procure that the Subscriber and any
            persons authorised by it will be given all such information relating
            to the Company and such access to the premises and all books,  title
            deeds,  records,  accounts and other documentation of the Company as
            the Subscriber may reasonably request.

      7.2   The Subscriber  hereby  undertakes  that it will not prior to Fourth
            Completion,  save as  required  by  law,  divulge  any  confidential
            information  relating to the Company obtained by it pursuant to this
            Clause to any  person  other  than its own  officers,  employees  or
            professional advisers.

      8.    GENERAL

      8.1   The  Subscriber  shall pay to the  Company  on or  before  the First
            Completion the amount of One Hundred  Thousand United States Dollars
            (US$100,000.00)  a fee for  services  performed  by the  Company  in
            connection  with the  preparation,  execution  and  delivery  of the
            Letter  Agreement and this  Agreement,  the issuance of the Series A
            Shares and other related  matters.  Otherwise,  each party shall pay
            his or its own costs and  disbursements  of and  incidental  to this
            Agreement.

      8.2   Each notice,  demand or other communication given or made under this
            Agreement  shall be in writing and delivered or sent to the relevant
            party at his or its  address  or fax  number  set out below (or such
            other  address or fax number as the  addressee has by five (5) days'
            prior written notice specified to the other parties):

            To the Company:
                               -------------------------------------------------

                               Fax Number:
                                            ------------------------------------

                               Attention:
                                            ------------------------------------

            To the Subscriber:
                               -------------------------------------------------

                               Fax Number:
                                            ------------------------------------

                               Attention:
                                            ------------------------------------

            To the Ordinary Shareholder:
                                            ------------------------------------

                                       Fax Number:
                                                    ----------------------------

                                       Attention:
                                                    ----------------------------

            Any  notice,  demand  or other  communication  so  addressed  to the
            relevant  party shall be deemed to have been  delivered (a) if given
            or made by letter,  when actually delivered to the relevant address;
            and (b) if given or made by fax, when despatched.


                                     - 11 -
<PAGE>

      8.3   No failure or delay by the Subscriber in exercising any right, power
            or remedy under this  Agreement  shall operate as a waiver  thereof,
            nor shall any single or partial  exercise of the same  preclude  any
            further exercise  thereof or the exercise of any other right,  power
            or  remedy.  Without  limiting  the  foregoing,  no  waiver  by  the
            Subscriber  of any  breach by the  Company of any  provision  hereof
            shall be deemed to be a waiver of any  subsequent  breach of that or
            any other  provision  hereof.  If at any time any  provision of this
            Agreement is or becomes  illegal,  invalid or  unenforceable  in any
            respect, the legality,  validity and enforceability of the remaining
            provisions  of this  Agreement  shall not be  affected  or  impaired
            thereby.

      8.4   This  Agreement  (together  with any  documents  referred to herein)
            constitutes  the  whole  agreement  between  the  parties  and it is
            expressly  declared  that no  variations  hereof  shall be effective
            unless made in writing.

      8.5   The  provisions of this  Agreement  including  the  representations,
            warranties and undertakings  herein  contained,  insofar as the same
            shall not have been fully  performed at Completion,  shall remain in
            full force and effect notwithstanding Completion.

      8.6   The Company,  the Subscriber and the Ordinary  Shareholder  shall do
            and  execute  or procure to be done and  executed  all such  further
            acts, deeds, things and documents as may be necessary to give effect
            to the terms of this Agreement.

      8.7   This Agreement shall be governed by and construed in accordance with
            the laws of the State of Nevada,  United  States of America  and the
            parties hereby irrevocably submit to the non-exclusive  jurisdiction
            of the State of Nevada, United States of America courts.

      8.8   This  Agreement  shall be binding on and enure to the benefit of the
            parties hereto and their respective successors.

      8.9   Each of the Company and the  Purchaser  is  expressly  permitted  to
            assign or transfer its rights or obligations under this Agreement to
            one of their Group  Companies  provided that such party assigning or
            transferring  such  rights or  obligations  shall  notify  the other
            parties to this  Agreement of the  assignment  or transfer  prior to
            such assignment or transfer.  Except as permitted  herein,  no party
            hereto may assign or transfer any of its rights or obligations under
            this Agreement.

      8.10  This  Agreement  may be  entered  into by any party by  executing  a
            counterpart  hereof. All such counterparts when taken together shall
            constitute one and the same instrument and this Agreement shall only
            take effect upon the execution by each of the parties  hereto.  This
            Agreement  may be  executed  by the  parties in original or telecopy
            produced by fax machine or other means of  electronic  communication
            producing a printed copy.


                                     - 12 -
<PAGE>

      8.11  The Subscriber hereby  irrevocably  appoints _______________________
            as its agent to receive and acknowledge on its behalf service of any
            writ, summons,  order, judgement or other notice of legal process in
            the State of  Nevada,  United  States of America . If for any reason
            the agent named above (or its  successor)  no longer serves as agent
            of the  Subscriber for this purpose,  the Subscriber  shall promptly
            appoint a successor  agent and notify the  Company and the  Ordinary
            Shareholder  thereof.  The  Subscriber  agrees  that any such  legal
            process  shall be  sufficiently  served on it if  delivered  to such
            agent for  service at its address for the time being in the State of
            Nevada,  United  States of America  whether or not such agent  gives
            notice thereof to the Subscriber.

      8.12  The Company  hereby  irrevocably  appoints _________________________
            as their agent to receive and  acknowledge on their behalf,  service
            of any  writ,  summons,  order,  judgment  or other  notice of legal
            process in the State of Nevada, United States of America. If for any
            reason the agent named above or its  successor  no longer  serves as
            agent of the Company for this purpose,  the Company  shall  promptly
            appoint a successor agent and notify the Subscriber and the Ordinary
            Shareholder  thereof. The Company agrees that any such legal process
            shall be sufficiently  served on them if delivered to such agent for
            service  at its  address  for the time being in the State of Nevada,
            United  States of America,  whether or not such agent  gives  notice
            thereof to the Company.

      8.13  The Ordinary  Shareholder hereby irrevocably  appoints _____________
            as his or her agent to receive and acknowledge on his or her behalf,
            service of any writ,  summons,  order,  judgment or other  notice of
            legal process in the State of Nevada,  United States of America.  If
            for any  reason the agent  named  above or his or her  successor  no
            longer serves as agent of the Ordinary Shareholder for this purpose,
            the Ordinary  Shareholder  shall promptly  appoint a successor agent
            and notify the  Subscriber  and the Company  thereof.  The  Ordinary
            Shareholder agrees that any such legal process shall be sufficiently
            served on them if delivered to such agent for service at its address
            for the time being in the State of Nevada, United States of America,
            whether  or not such agent  gives  notice  thereof  to the  Ordinary
            Shareholder.

                            [SIGNATURE PAGE FOLLOWS]


                                     - 13 -
<PAGE>


IN WITNESS  WHEREOF this  Agreement  has been executed on the day and year first
above written.

SIGNED by                                   )
                                            )
for and on behalf of                        )
Company                                     )
in the presence of:                         )
                                            )




SIGNED by                                   )
                                            )
for and on behalf of                        )
Keygold Corporation                         )
in the presence of:                         )
                                            )



SIGNED by                                   )
                                            )
for and on behalf of                        )
[o]                                         )
in the presence of:                         )
                                            )


                                     - 14 -
<PAGE>

                                    EXHIBIT A

                              THE LETTER AGREEMENT


                                     - 15 -
<PAGE>

                                    EXHIBIT B

                               DEED OF CALL OPTION


                                     - 16 -
<PAGE>


                                    EXHIBIT C

                               DEED OF PUT OPTION


                                     - 17 -
<PAGE>


                                   SCHEDULE 1

           REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE COMPANY

1.    The Company has been duly  incorporated  and is validly existing under the
      laws of the  Province  of British  Columbia,  Canada  and has full  power,
      authority  and legal right to own its assets and carry on its business and
      is not in  receivership  or  liquidation,  it has  taken no steps to enter
      liquidation  and no petition has been presented for winding up the Company
      and there are no grounds on which a petition or application could be based
      for the winding up or appointment of a receiver of the Company.

2.    The Company has due and sufficient  right and authority to enter into this
      Agreement on the terms and conditions herein set forth.

3.    The Company is duly authorized to allot and issue the Subscription  Shares
      free and  clear of any  lien,  charge  or  encumbrance  whatsoever  to the
      Subscriber.

4.    The  Subscription  Shares shall constitute 80% of the issued shares in the
      capital of the Company.

5.    Except in accordance with this  Agreement,  the Company has never reduced,
      repaid or purchased any of its share capital.

6.    Except in respect of this Agreement,  the Deed of Call Option and the Deed
      of Put Option, there are no options or other agreements  outstanding which
      call for the issue of,  sale of or accord to any person,  corporation,  or
      other  entity the right to call for the issue or transfer of any shares in
      the  capital of the  Company or the right to require  the  creation of any
      mortgage,  charge,  pledge, lien or other security or encumbrance over the
      Subscription Shares.

7.    All  information  contained in this Agreement  (including the recitals) is
      true and accurate.

8.    All  written  information  given to the  Subscriber  and its  professional
      advisers by the Company,  the officers and employees of the Company during
      the  negotiations  prior to the Completion Date was when given,  and is at
      the date  hereof,  true and  accurate  and  there  is no fact,  matter  or
      circumstance  which has not been disclosed in writing to the Subscriber or
      its  professional  advisers  which  renders any such  information  untrue,
      inaccurate or misleading or which might reasonably  affect the willingness
      of the Subscriber to proceed with the purchase of the Subscription  Shares
      on the terms of this Agreement.

9.    The execution and delivery of this Agreement and the  consummation  of the
      transactions  contemplated  hereby  will  not  result  in  the  breach  or
      cancellation  or  termination  of any of the  terms  or  conditions  of or
      constitute a default under any agreement,  commitment or other  instrument
      to which the Company is a party or by which the Company or its property or
      assets  may be  bound  or  affected  or  violate  any  law or any  rule or
      regulation of any administrative agency or governmental body or any order,
      writ,  injunction  or  decree  of  any  court,  administrative  agency  or
      governmental body affecting the Company.


                                     - 18 -
<PAGE>

10.   No  consent,  approval,  order,  or  authorization  of,  or  registration,
      declaration,  or filing with,  any  governmental  authority is required in
      connection  with the  execution  and  delivery  of this  Agreement  by the
      Company, or the consummation of the transactions  contemplated  hereby. No
      consent of any third party is necessary to permit the  consummation of the
      transactions contemplated hereby.

11.   As at  Completion,  the  Company  shall  hold  all  licenses,  franchises,
      permits, and other governmental  authorizations  necessary and material to
      the conduct of its business. Such licenses, franchises, permits, and other
      governmental  authorizations  are valid,  and the Company has not received
      any notice that any governmental  authority intends to cancel,  terminate,
      or not renew any such license,  franchise,  permit, or other  governmental
      authorization.


                                     - 19 -