Exhibit 10.a

                         MINING JOINT VENTURE AGREEMENT

      THIS JOINT VENTURE AGREEMENT is made as of the 27 day of January, 1999 by
and between South American Minerals, Inc., a Nevada corporation ("SAMM") and
Cuyuni River Venture #1, LLC, a Delaware limited liability company ("Cuyuni" or
the "Company"), (hereinafter collectively referred to as the "Parties" or the
"Participants").

      WHEREAS, SAMM is a professional mineral mining company that now performs
mining for gold and diamonds, respectively, and

      WHEREAS, the Parties wish to form an unincorporated joint venture ("Joint
Venture"), for the principal purpose of new mining within a specified area of
interest described in Schedule I ("TERRITORY"), for gold, diamonds and other
mineral deposits which by value are believed to contain predominantly gold
(referred to herein as "Gold Deposits"); and

      WHEREAS, the Parties wish to cooperate with each other as described herein
to increase business opportunities for each Participant and for their mutual
benefit; and

      WHEREAS, the Parties wish to provide terms for the sharing of Gold
Deposits discovered as hereinafter set forth; and

      NOW, THEREFORE, in consideration of the covenants and agreements contained
herein, the Parties agree as follows:

                                   ARTICLE 1
                         REPRESENTATIONS AND WARRANTIES

1.1   Representations and Warranties. Each of the Participants represents and
      warrants as follows:

(a) that it has the legal capacity and authority to enter into and perform this
Agreement and all transactions contemplated herein; and

(b) that by entering into this Agreement it will not breach any other agreement.

                                   ARTICLE 2
                       NAME, PURPOSES AND TITLE TO ASSETS

2.1   General. The Participants enter into this Agreement for the purposes
      stated below, and agree that all of their rights and all of the activities
      contemplated herein shall be subject to and governed by this Agreement.


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2.2   Name, Registration and Qualification. The name of this Joint Venture shall
      be the Cuyuni Mining Joint Venture. The Manager (as hereinafter identified
      and defined) shall accomplish any registration or qualification on behalf
      of the Joint Venture as may be required by applicable laws and shall
      comply with all government regulations.

2.3   Purposes. This Agreement is entered into for the following purposes, and
      shall serve as the exclusive means by which the Participants, or any of
      them, accomplish such purposes:

      (a) to conduct water based dredge mining activities within the TERRITORY,
with the principal emphasis on discovering Gold Deposits;

      (b) to provide for the sharing of proceeds (in accordance with Exhibit A
annexed) from Gold Deposits discovered hereunder; and

      (c) to perform any other activity necessary, appropriate, or incidental to
any of the foregoing

2.4   Title to Assets.

      A. Equipment: All of the equipment consisting of one dredge, one bailor,
and ancillary equipment (the "Equipment") to be utilized for the mining
activities in the Mining Area by the Joint Venture ("Schedule I") shall be owned
by the Joint Venture.

      B. License/Permit: All rights to the licensed property shall belong to
SAMM or its subsidiary to be utilized by the Joint Venture as specified herein
for the benefit of the Participants.

      (c) The Joint Venture shall be responsible for the maintenance and repair
of the Equipment for the term hereof.

                                   ARTICLE 3
                        RELATIONSHIP OF THE PARTICIPANTS

3.1   No Partnership. Nothing contained in this Agreement shall be deemed to
      constitute any Party the partner of the other, nor, except as otherwise
      herein expressly provided, to constitute any Party the agent or legal
      representative of the other, nor to create any fiduciary relationship
      between them. It is not the intention of the Parties to create, nor shall
      this Agreement be construed to create, any mining, commercial or other
      general partnership. No Party shall have any authority to act for or to
      assume any obligation or responsibility on behalf of another Party, except
      as expressly provided herein. The rights, duties, obligations and
      liabilities of the Parties shall be several and not joint or collective.
      Each Party shall be responsible only for its obligations as herein set out
      and shall be liable only for its share of the costs and expenses as
      provided herein.


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3.2   U.S. Tax Elections and Allocations. The Parties hereto agree that the
      Joint venture shall not be treated as a partnership for federal income tax
      purposes. Pursuant to Treas. Reg. (S)1.761-2(b), each Party elects to have
      the Joint Venture excluded from Chapter 1 of Subchapter K of this Internal
      Revenue Code of 1986. Each Party independently shall be entitled to claim
      for itself all applicable tax benefits, write-offs, and deductions with
      respect to all and any costs that it has incurred.

3.3   Implied Covenants. There are no implied covenants contained in this
      Agreement to her than those of good faith and fair dealing.

                                   ARTICLE 4
                         CONTRIBUTIONS BY PARTICIPANTS

4.1   Contributions of Participants. The respective contributions of the
      Participants shall be as follows:

            SAMM: Subject to the terms and/or assignment of the grant of
      concession from the government of Guyana, SAMM shall arrange for the
      rights or the permit to mine the specified concession area (the "Mining
      Area" as more fully described in Exhibit A), and shall arrange for all
      necessary personnel to conduct the mining operation within the Mining Area
      for the benefit of the Participants. SAMM acknowledges that the funds
      provided by Cuyuni (specified below) shall be sufficient to purchase all
      the equipment, prepare the site and cover all other costs necessary for
      the commencement of operations.

            Cuyuni: (a) shall purchase 75,000 restricted shares of Common Stock
      of SAMM for $75,000 (which funds will be segregated by SAMM, to be
      contributed for its participation in the Joint Venture and used for the
      purchase of the Equipment); (b) shall contribute $225,000 to the Joint
      Venture for a 25% interest in the Joint Venture and shall be used to
      complete the Equipment purchase and as capital to commence operations.
      Neither Cuyuni nor any of its Members shall be required to make any
      additional cash and/or property contributions to the Joint Venture.

                                   ARTICLE 5
                INTERESTS OF PARTICIPANTS; DEFAULTS AND REMEDIES

5.1   Participating Interests. Subject to the provisions of Article 4, the
      Participants shall have the following participating interests in the net
      proceeds derived from the Gold Deposits retrieved in the mining activities
      and other assets that may be acquired by the Joint Venture:

                SAMM - 75%
                Cuyuni - 25%

5.2   Net Profit Sharing. The participants shall share the net proceeds derived
      by the Joint Venture from the Gold Deposits after deduction of any royalty
      payable under the license, deduction of other expenses directly related to
      the dredge mining activities, reserve for local taxes, current operating


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      expenses and reasonable reserve fund for operations. Such sharing shall be
      on the above-mentioned basis at least quarterly, or earlier if
      practicable.

5.3   No Further Contributions. Cuyuni shall not be responsible for any further
      contributions to capital and any monthly or quarterly loss shall not
      result in a call for contribution by Cuyuni; it shall be dealt with solely
      by the Manager and adjusted from future distribution allocations.

5.4   Minimum Distribution Option. In the event that, due to insufficient Joint
      Venture production income, (pre-Guyana corporate and withholding tax)
      amounts allocable for and distributed to the Company aggregate less than
      $125,000 in any continuous 12-month period during the first 2 years
      immediately following commencement of Joint Venture operations (commencing
      calendar year 1999) pursuant to the terms hereof, SAMM at its option shall
      either (a) advance the difference in cash; or (b) offer the Company a
      substitute licensed property with appropriate geological data. In the
      event of an advance by SAMM, such amount shall be repayable by the Joint
      Venture to SAMM from future annual net profits provided such annual net
      profits of the Joint Venture exceed an aggregate of $1,000,000, at the
      rate of 10% of the excess over $1,000,000.

5.5   Equipment Maintenance and Improvements. Cost of operations shall include
      maintenance of the dredges, bailer and other equipment to keep in good
      order and make improvements when necessary. Technology and maintenance
      shall be deducted before determination of any distribution.

                                   ARTICLE 6
                                    MANAGER

6.1   Appointment. The Manager shall be SAMM or its designated affiliate.

      The Manager shall report to Cuyuni or Cuyuni's representative, monthly as
      to results and status of operations.

6.2   Powers and Duties of Manager. Subject to the terms and provisions of this
      Agreement, the Manager, on behalf of the Joint Venture, shall have the
      following powers and duties which shall be discharged in accordance with
      adopted budgets and programs:

            (a) The Manager shall manage, direct and control mining activities.

            (b) The Managers shall implement the decisions of the Participants
      and shall make all expenditures necessary to carry out adopted budgets and
      programs.

            (c) The Manager shall: (i) purchase, rent or otherwise acquire the
      use of all material, supplies, equipment, water, utility and
      transportation services required for mining activities, such purchases and
      acquisitions to be made on the best terms reasonably available, taking
      into account all of the circumstances; and (ii) keep the Mining Assets,
      dredges and bailer free and clear of all liens and encumbrances, except
      (a) those existing at the time of, or created concurrent with, the
      acquisition of such assets, or (b) mechanic's, supplier's, tax or
      materialmen's liens which the


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      Manager shall cause to be released or discharged in a diligent manner, or
      (c) liens and encumbrances specifically approved by the Participants.

            (d) The Manager shall conduct or produce such title examinations and
      cure such title defects as may be advisable in the reasonable judgment of
      the Manager, and shall do all other acts reasonably necessary to maintain
      the assets and properties of the Joint Venture.

            (e) The Manager shall prosecute and defend all litigation or
      administrative proceedings arising out of mining activities and shall
      promptly advise Participants of the institution or threat of any action by
      a third party. Any Participant may elect to participate and be represented
      by its own counsel at its own cost in any such litigation.

            (f) The Manager shall arrange, at reasonable costs and coverages,
      for insurance, if available, for the benefit of the Participants and shall
      apprise the Participants of the extent of such coverage.

            (g) The Manager may sell Gold Deposits in the ordinary course of
      business, except that other properties of the joint venture or any
      Participant may be transferred, released, abandoned or surrendered only
      upon unanimous consent of the Participants or Participant as the case may
      be. Notwithstanding the foregoing, without prior authorization from the
      Parties, the Manager shall not: (i) dispose of property or assets of the
      joint venture in any one transaction having a value in excess of $10,000;
      (ii) begin a liquidation of the Joint Venture; (iii) dispose of all or a
      substantial part of the Assets necessary to achieve the purposes of the
      Joint Venture; or (iv) transfer any confidential information to third
      parties except as required by law or pursuant to relevant license
      agreements.

            (h) The Manager shall have the right to carry out its
      responsibilities hereunder through agents, employees, affiliates or
      independent contractors.

            (i) The Manager shall keep and maintain all required accounting and
      financial records in accordance with generally accepted accounting
      practices in the mining industry, and provide to the Participants such
      accounting information as may be reasonably needed by such Participants to
      evaluate the enterprise and in connection with their disclosure
      requirements.

            (j) The Manager shall keep the Participants advised of all mining
      activities by submitting in writing to the Participants:

      (i)   Regular progress reports which shall include statements of income
            and expenditures

      (ii)  periodic summaries of data acquired or produced through mining
            activities;

      (iii) a report within twenty (20) days after completion of each month,
            which shall include comparisons between actual and budgeted
            expenditures and comparisons between the objectives and results of
            operations; and

      (iv)  (iv) such other reports and comparisons of such expenditures to an
            adopted budget as the Participants may reasonable request. At all
            reasonable times the Manager shall provide the Participants or the
            representative of any Participant access to and the right to inspect
            and copy


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            all administrative, geologic, operations, technical, accounting and
            financial records, and other information acquired in Mining
            Activities which the Participant shall keep confidential to the
            extent practicable. In addition, the Manager shall allow the
            non-managing Participant, at the latter's sole risk and expense, and
            subject to reasonable safety regulations, to inspect the assets,
            properties and mining activities at all reasonable times, so long as
            the inspecting Participant does not unreasonable interfere with
            mining activities.

            (k) The Manager shall undertake all other activities reasonable
      necessary to fulfill the purposes of the Agreement.

6.3   Standard of Care. The Manager shall conduct all mining activities in a
      good, workmanlike and efficient manner, in substantial accordance with all
      applicable laws, sound mining and other applicable industry standards and
      practices, and in accordance with the terms and provisions of concessions,
      leases, licenses, permits, options and other agreements pertaining to the
      joint venture, assets and properties. The Manager shall not be liable to
      the non-managing Participant for any act or omission resulting in damage
      or loss except to the extent caused by or attributable to the Manager's
      willful misconduct or gross negligence.

6.4   Transactions With Manager's Affiliates. If the Manager engages any of its
      affiliates to provide services hereunder, it shall do so on terms no less
      favorable to the Joint venture than would be available from a qualified
      unrelated person in an arm's length transaction.

                                   ARTICLE 7
                 TERM, WITHDRAWAL AND TERMINATION OF AGREEMENT

7.1   Term. The initial term of this Agreement shall be ten (10) years, after
      which it will terminate unless the Parties mutually agree to extend this
      Agreement. If it is determined by an independent geological report that
      there is sufficient mining opportunity to continue commercial production,
      then the Company shall have the right to extend the agreement on the same
      terms and conditions for a similar period as permitted by the license as
      the same may be executed. In addition, this Agreement may be terminated by
      mutual agreement of the Participants at any time during its initial term
      or any extended term.

7.2   Continuing Obligations. Upon termination of this Agreement, the
      Participants shall remain liable, continuing obligations hereunder until
      final settlement of all accounts, and for any liability, whether it
      accrues before or after termination, if it arises out of mining activities
      conducted by Joint Venture during the term of the Agreement.

7.3   Disposition of Assets upon Termination. Promptly after termination under
      Section 7.1, the Manager shall take all action necessary to wind up the
      activities of the Joint Venture, and all costs and expenses incurred in
      connection with the termination of the Joint Venture shall be expenses
      chargeable to the Joint Venture. Any non-cash assets of the Joint Venture
      shall be liquidated to cash and proceeds from liquidation shall first be
      paid, applied, or distributed in satisfaction of the liabilities of the
      Joint Venture to third parties and then shall be applied to satisfy any
      debts,


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      obligations, or liabilities owned to the Participants. Before distributing
      any funds or assets to Participants, the Manager shall have the right to
      segregate amounts which, in the Managers, reasonable judgment, are
      necessary to discharge continuing obligations or liabilities. Thereafter,
      any remaining cash and all other assets, excluding the equipment, shall be
      distributed (non cash assets in undivided interests unless otherwise
      mutually agreed) to the Participants, first in the ratio and to extent of
      their respective capital accounts and then in proportion to their
      respective Participating Interests, subject to any dilution, reduction, or
      termination of such Participating Interests as may have occurred pursuant
      to the terms of this Agreement.

7.4   Right to Date after Termination. After termination of this Agreement, each
      Participant shall be entitled to copies of all information acquired
      hereunder before the effective date of termination to the extent not
      previously furnished to it and to the extent it is entitled to it.

7.5   Continuing Authority. On termination of this Agreement under this Article
      7, after consultation with the Company the Manager shall have the power
      and authority to do all things on behalf of the Participants which are
      reasonable necessary or convenient to (a) wind up mining activities or (b)
      complete any transaction and satisfy any obligation, unfinished or
      unsatisfied, at the time of such termination or withdrawal if the
      transaction or obligation arises out of mining activities prior to such
      termination. The Manager shall have the power and authority to take any
      other reasonable action in any matter with respect to which the former
      Participants continue to have, or appear to have, a common interest or a
      common liability.

                                   ARTICLE 8
                              TRANSFER OF INTEREST

8.1   Transfer of Interest. No Participant shall have the right to transfer to
      any third party all or any part of its interest in or to this Agreement,
      the Joint Venture, its Participating Interest, the Properties or any other
      Assets, without the consent and prior approval of the other Participant,
      which shall not be unreasonably withheld, except that a Party may, without
      such consent, make such a transfer to an affiliate possessing the
      requisite financial capacity and mining experience to perform hereunder
      and which assumes the transferring Party's obligation hereunder.

                                   ARTICLE 9
                          CONFIDENTIALITY AND RELEASES

9.1   General. All nonpublic information obtained in connection with the
      performance of this Agreement shall be the exclusive property of the Joint
      Venture and shall not be disclosed, except as provided in Section 9.2, to
      any third party or the public without the prior written consent of the
      other Participant, which consent shall not be unreasonably withheld.


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9.2   Exceptions. The consent required by Section 9.1 shall not apply to a
      disclosure:

            (a) To an affiliate, consultant, contractor, subcontractor or
      licensor which has a bona fide need to be informed;

            (b) To any third party to whom the disclosing Party contemplates a
      transfer, with the prior consent of the other Party, of all or any part of
      its interest in or to this Agreement, its participating interest, or the
      assets; or

(c)   which the disclosing party is required by applicable law or regulation or
      the rules of any applicable stock exchange to disclose; provided that in
      any case to which this Section 9.2 is applicable, the disclosing party
      shall give written notice to the other party prior to the making of any
      such disclosure. As to any disclosure pursuant to Section 9.2(a) or (b),
      only such confidential information as such third party shall have a
      legitimate business need to know shall be disclosed and such third party
      shall first agree in writing to protect the confidential information from
      further disclosure to the same extent as the Parties are obligated under
      this article 9;

d)    if required pursuant the terms of the relevant license agreement.

9.3   Duration of Confidentiality. The provisions of this Article 9 shall apply
      during the term of this Agreement and shall continue to apply to any
      Participant who transfers its participating interest in the Joint Venture
      or in any property, for two years following the date of such occurrence.

9.4   Releases. There shall be no public release by any Participant of any
      material nonpublic information concerning the properties, the mining
      Activities or the Joint Venture without the prior consent of the other
      Participant (such consent not to be unreasonably withheld) unless counsel
      for a Participant advises that such information is required by a lawful
      authority or other regulatory body having jurisdiction in which case the
      Participant making such required disclosure shall first deliver a copy
      thereof to the other Participant and allow it twenty-four (24) hours to
      comment on the nature and extent of such required disclosure.

                                   ARTICLE 10
                               GENERAL PROVISIONS

10.1  Notices. All notices, payments and other required communications
      ("Notices") to the Parties shall be in writing, and shall be addressed
      respectively as follows:

      South American Minerals, Inc.
      76 Beaver Street (Suite 500)
      New York, NY 10005

      Attn: President


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      Cuyuni River Venture #1 LLC, c/o Werbel-Roth Securities, Inc., 950 Third
      Avenue, New York, NY 10022, attn: Stephen Schwartz

      Attn: Management Committees, with copies to each member of the Management
      Committee at the address designated in the Offering Memorandum under
      "Management", annexed hereto.

      All notices shall be given (i) by personal delivery to the Participant, or
      (ii) by facsimile communication, with a confirmation sent by registered or
      certified mail return receipt requested, (iii) by registered or certified
      mail return receipt requested or (iv) by express mail or other overnight
      delivery service. A Party may change its address by written Notice to the
      other Party.

10.2  Waiver. The failure of a Party to insist on the strict performance of any
      provision of this Agreement or to exercise any right, power or remedy upon
      a breach hereof shall not constitute a waiver of any other provision of
      this Agreement or limit such Party's right thereafter to enforce such
      provision or exercise such right, power or remedy on any subsequent
      occasion.

10.3  Modification. No amendment or modification of this Agreement shall be
      valid unless made in writing and duly executed by the Parties.

10.4  Force Majeure. Except for the obligation to make payments when due
      hereunder, the obligations of a Party shall be suspended to the extent and
      for the period that performance is prevented by any cause whether
      foreseeable or unforeseeable, beyond its reasonable control. The affected
      Party shall promptly give notice to the other Party of the suspension of
      performance, stating therein the nature of the suspension, the reasons
      therefor, and the expected duration thereof and this Agreement shall be
      extended by the total period of such delays or suspension. The affected
      Party shall resume performance as soon as reasonably possible.

10.5  Disputes. Except as otherwise provided in this Agreement, in the event the
      Parties have a dispute hereunder, they shall meet, within thirty (30) days
      from the receipt of a written request for a meeting from any Party, for
      the purpose of resolving in good faith such dispute. If such dispute is
      not resolved within thirty (30) days after such meeting, the Parties shall
      appoint a mediator and attempt to resolve such dispute through mediation
      for at least sixty (60) days from such appointment. If the dispute remains
      unresolved beyond such sixty (60) days, the Parties shall hereby consent
      to the jurisdiction and venue of the State or Federal Courts in New York,
      NY for the resolution of such dispute.

10.6  Governing Law. This Agreement shall be governed by and interpreted in
      accordance with the laws of the State of New York.

10.7  Further Assurances. Each of the Participants agree to take from time to
      time such actions and execute such additional instruments as may be
      reasonably necessary or appropriate to implement and carry out the intent
      and purpose of this Agreement, including, but not limited to, those
      actions necessary to conduct business as contemplated herein in foreign
      jurisdictions.


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10.8  Survival of Terms and Conditions. Continuing rights and obligations of the
      Parties as defined herein shall survive the termination of this Agreement.

10.9  Interpretation. The headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or
      interpretation of this Agreement. References to Sections and Articles
      refer to sections and articles of this Agreement unless otherwise stated.
      Unless the context otherwise requires, words used herein importing the
      singular include the plural and vice versa.

10.10 Entire Agreement; Successors and Assigns. This Agreement contains the
      entire Parties relating to the subject matter hereof. This Agreement shall
      be binding upon and inure to the benefit of the respective successors and
      permitted assigns of the Parties, but nothing contained in this Agreement
      shall be deemed to create any rights in persons or entities that not
      Parties to this Agreement or their successors or permitted assigns. In the
      event of any conflict between this Agreement and any Exhibit attached
      hereto, the terms of this Agreement shall control.

            IN WITNESS WHEREOF this Agreement has been executed by the Parties
      hereto effective as of the day and year first above written.

      Consented to:

      NORTH AMERICAN RESOURCES, INC. LTD.       SOUTH AMERICAN MINERALS, INC.

      by                                        by /s/
        ---------------------------               ------------------------------
        President                                             Pres.


                                                CUYUNI RIVER VENTURE #1, LLC

                                                by /s/
                                                  ------------------------------
                                                             Manager


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