EXHIBIT 10.15

[Three-year  Lease  Agreement  by and between the Company and Corsain  effective
November 13, 2003 translated from Spanish into English.]

WE: ROGELIO JUAN TOBAR GARCIA, fifty one years of age, Bachelor in Economy, from
the domicile of Antiguo  Cuscatlan,  Department  of La Libertad,  carrier of the
sole identification document number zero one million five hundred and fifty nine
thousand six hundred three - two, who acts in name and in representation, in his
capacity as President and Legal Representative of the CORPORACION SALVADORENA DE
INVERSIONES  (Salvadoran Investment Corporation) that is abbreviated as CORSAIN,
official investment institution, of autonomous character, of this domicile, with
tax  identification  number  zero six hundred  fourteen  zero ten  thousand  one
hundred eighty two-zero zero one, that henceforth will be called "the LESSOR" or
the  "Corporation",  and for the other party Mister LUIS ALFONSO LIMAY PITA, who
is fifty eight years of age, Geological Engineer, of Peruvian nationality and of
domicile  in San  Miguel  and in this  act  identified  himself  by means of his
Foreign Resident  Identification  Carnet number zero nine thousand eight hundred
and ninety six given by the Directorate General of Immigration,  who acts in his
capacity as holder of Special Power of Attorney for the company  COMMERCE  GROUP
CORP.,  a corporation  of the State of Delaware,  United States of America,  who
henceforth  will be called "the Lessee,  by means of the present  instrument  we
agree to sign the present  SIMPLE LEASE  CONTRACT,  which will be subject to the
following clauses: 1) DECLARATION OF DOMINION: that the Lessor states that he is
owner and in current possession of a portion of rustic land and the buildings it
contains  that was  dismembered  from a land of greater  capacity of SIXTY SEVEN
HECTARES  SEVENTY TWO AREAS FIVE POINT  TWENTY FIVE  CENTIAREAS,  equivalent  to
NINETY SIX MANZANAS  EIGHT  THOUSAND  NINE HUNDRED SIXTY FOUR POINT TWENTY THREE
SQUARE VARAS, that make up part of the land assets that are property of CORSAIN,
known  together as Montecristo  Mines,  located in the  jurisdiction  of Jocoro,
Department  of Morazan,  inscribed in favor of CORSAIN to the number ONE HUNDRED
SEVENTY NINE of the book TWO HUNDRED  SEVENTY  FIVE of the property  registry of
Morazan,  whose description is the following:  Starting from the geodesic marker
Valle Santiago in direction  North fifty six degrees zero six point zero minutes
West and a distance of ninety six point fifty four meters one arrives at a point
from where with  direction  North  twenty  five  degrees  thirty four point zero
minutes East and a distance of one hundred meters,  one arrives at another point
from where with  direction  North twenty eight  degrees  thirty four point three
minutes East and a distance of one hundred  meters one arrives at another  point
from where with  direction  North  thirty  eight  degrees  thirty four point six
minutes East and a distance of three hundred meters one arrives at another point
from where with  direction  North forty one degrees  fifteen  point zero minutes
East and at a distance of three hundred meters is found the corner South-West of
the  property  that is  described  below,  whose  measures  and  borders are the
following:  TO THE WEST:  Straight line with direction  North thirty six degrees
forty two point sixty five minutes West and a distance of eight  hundred  thirty
eight point zero fifty six meters,  bordering with lands of the general property
of greater capacity property of CORSAIN; TO THE NORTH: broken line that consists
of thirty one straight  lines;  the first with  direction  North  seventy  three
degrees twenty four point fifty eight minutes East and a distance of sixty three
meters  twenty one  centimeters;  the second  with  direction  North forty three
degrees  thirty six point thirty one minutes East and a distance of forty meters
sixty nine centimeters; the third with direction North thirty

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six degrees  forty two point sixty six minutes  East and a distance of fifty six
meters  sixty eight  centimeters;  the fourth with  direction  North forty three
degrees  eighteen  point  eighty four  minutes East and a distance of eighty one
meters thirty  centimeters,  eight  millimeters;  the fifth with direction North
seven  degrees  three  point  twenty one  minutes  East and a distance of twenty
meters eighty four  centimeters,  eight  millimeters;  the sixth with  direction
North  seventy  degrees  fifty six point  seven  minutes  West and a distance of
thirteen  meters fifty  centimeters;  the seventh with a direction North seventy
degrees forty point  fourteen  minutes West and a distance of forty seven meters
sixty  centimeters,  six  millimeters;  the eighth with direction  North and one
degree  thirty six point forty seven  minutes East and a distance of forty eight
meters twenty one centimeters,  four millimeters; the ninth with direction North
forty five degrees  fifty one point ninety seven  minutes East and a distance of
ninety eight meters thirty seven  centimeters,  two millimeters;  the tenth with
direction North forty three degrees fifty nine point zero seven minutes East and
a distance of one hundred forty meters twenty three centimeters, one millimeter;
the eleventh with  direction  South twenty nine degrees thirty seven point sixty
minutes East and a distance of thirty one meters, ninety three centimeters, five
millimeters;  the twelfth with  direction  South forty five degrees twenty three
point  eighty  seven  minutes  East and a distance of forty four  meters  eighty
centimeters,  three  millimeters;  the thirteenth with direction South forty one
degrees two point fifty one minutes  East and a distance of thirty  meters forty
five centimeters,  five  millimeters;  the fourteenth with direction South sixty
six degrees  sixteen point thirty one minutes East and a distance of twenty five
meters eighty seven  centimeters;  the fifteenth  with  direction  North seventy
three degrees  thirteen  point  thirteen  minutes East and a distance of fifteen
meters,  sixty nine  centimeters;  the  sixteenth  with  direction  South eighty
degrees  seventeen  point fifty two  minutes  East and a distance of twenty nine
meters forty one centimeters,  four millimeters;  the seventeenth with direction
South five degrees forty eight point seventy four minutes West and a distance of
fifty two meters, sixty seven centimeters,  one millimeter;  the eighteenth with
direction  South twenty five  degrees  fifty eight point sixty nine minutes East
and a distance of thirty two meters,  twenty centimeters,  six millimeters;  the
nineteenth  with  direction  South forty four degrees forty one point forty nine
minutes East and a distance of thirty two meters, ninety seven centimeters,  two
millimeters;  the twentieth with direction south sixty degrees thirty nine point
twenty  six  minutes  East and a  distance  of forty  six  meters,  twenty  five
centimeters,  eight millimeters; the twenty first with direction South fifty one
degrees one point one seventy  one minutes  East and a distance of thirty  eight
meters,  one millimeter;  the twenty second with direction South seventy degrees
forty two point eleven minutes East and a distance of twenty six meters,  twenty
centimeters, two millimeters; the twenty third with direction South seventy nine
degrees  forty  nine  degrees  forty four point  forty five  minutes  East and a
distance  of ten meters  fifty five  centimeters,  six  millimeters;  the twenty
fourth with direction  North seventy degrees sixty five point eight minutes East
and a distance of twenty seven meters twenty one centimeters, eight millimeters;
the twenty  fifth with  direction  North fifty eight  degrees  twenty nine point
twelve minutes East and a distance of one hundred five

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meters,  fifty  eight  centimeters,  three  millimeters;  the twenty  sixth with
direction  South eighty degrees thirty eight point ninety two minutes East and a
distance of twenty meters, sixty one centimeters,  seven millimeters; the twenty
seventh  with  direction  South fifty one degrees zero point eighty four minutes
East and a distance of eleven meters, ninety centimeters,  five millimeters; the
twenty  eighth with  direction  South forty two degrees fifty three point thirty
seven  minutes  East  and a  distance  of  eighty  four  meters,  seventy  seven
centimeters,  two millimeters; the twenty ninth with direction South seventy six
degrees  forty seven point forty six minutes  East and a distance of eighty nine
meters, five centimeters,  seven millimeters; the thirtieth with direction South
seventy seven degrees forty five point  thirteen  minutes East and a distance of
thirty meters, eighty two centimeters,  nine millimeters;  the thirty first with
direction  South sixty four degrees fifty one point fourteen  minutes East and a
distance of sixteen  meters,  thirty  centimeters,  eight  millimeters.  All the
pieces border with lands of Mr. Rene Gonzalez, deep ravine in the middle, TO THE
EAST: Broken line made up by twenty one straight lines: the first with direction
South forty one  degrees  forty  seven  point  sixty  eight  minutes  West and a
distance of forty nine  meters,  fifty six  centimeters,  two  millimeters;  the
second with direction  South twenty seven degrees forty point eighty six minutes
West and a distance  of forty  five  meters,  twenty  three  centimeters,  eight
millimeters;  the third with  direction  South twenty nine  degrees  fifty seven
point  nineteen  minutes West and a distance of thirty two meters,  twenty eight
centimeters,  two millimeters;  the fourth with direction South eighteen degrees
twenty eight point zero one minutes West and a distance of eleven meters, ninety
five  centimeters,  six  millimeters;  the fifth with direction  South seventeen
degrees  thirty point  ninety seven  minutes East and a distance of nine meters,
seventy four centimeters,  two millimeters; the sixth with direction South forty
one degrees  thirty five point fifty three minutes East and a distance of twenty
seven meters,  six centimeters,  three  millimeters;  the seventh with direction
South eighty seven  degrees  twenty three point ninety three  minutes East and a
distance of thirty two meters, seventeen centimeters, one millimeter; the eighth
with direction  North eighty one degrees zero point zero five minutes East and a
distance of twenty meters, ninety centimeters,  five millimeters; the ninth with
direction  South eighty eight  degrees zero seven point twenty five minutes East
and a distance of twenty eight meters, ninety seven centimeters;  the tenth with
direction  South eighty five  degrees  zero two point eleven  minutes East and a
distance of twenty six meters,  fifty seven  centimeters,  six millimeters;  the
eleventh  with  direction  South eighty two degrees fifty eight point forty nine
minutes East and a distance of twenty six meters,  forty nine  centimeters,  one
millimeter;  the twelfth with  direction  South  eleven  degrees zero zero point
thirty six minutes and a distance of twelve  meters,  seventy five  centimeters,
five millimeters; the thirteenth with direction South twelve degrees thirty five
point  seventeen  minutes  West  and  a  distance  of  sixty  nine  meters,  two
centimeters,  nine millimeters;  the fourteenth with direction South six degrees
twenty  four point  sixteen  minutes  East and a  distance  of twenty six meters
ninety three centimeters,  eight millimeters; the fifteenth with direction South
seventy  degrees  sixteen point twenty nine minutes East and a distance of fifty
five  meters  forty eight  centimeters,  six  millimeters;  the  sixteenth  with
direction South
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sixty seven  degrees  fifty one point  fifty two minutes  East and a distance of
forty meters,  eighty  centimeters,  seven  millimeters;  the  seventeenth  with
direction  South thirty three degrees twenty three point thirty two minutes East
and a distance of twenty two meters, fifty one centimeters, six millimeters; the
eighteenth with direction South four degrees eighty two point zero three minutes
West and a  distance  of twenty  six  meters,  seventy  four  centimeters,  four
millimeters;  the nineteenth  with direction  South forty one degrees twenty six
point twenty seven  minutes  West and a distance of seventy  meters,  thirty one
centimeters,  one  millimeter;  the twentieth  with  direction  South twenty one
degrees  forty nine point  thirty one  minutes  East and a distance of forty six
meters,  seventy  three  centimeters,  nine  millimeters;  the twenty first with
direction  South  forty four  degrees  twenty  point  fifty  minutes  East and a
distance of sixty one meters,  eighty four centimeters,  four  millimeters.  The
first fifteen pieces border with lands of Mr. Rene Gonzalez,  deep ravine in the
middle;  the other six pieces border with Colonia  Monte  Cristo;  TO THE SOUTH:
Broken line made up of thirteen  straight lines:  the first with direction South
seventy  degrees  fifty seven point fifty seven  minutes  West and a distance of
fifty meters, ninety two centimeters, six millimeters; the second with direction
South  sixty  seven  degrees  twenty  four point  forty one  minutes  West and a
distance of fifty seven meters,  eighty one centimeters,  six  millimeters;  the
third with  direction  South sixty two degrees  thirty nine point  seventy  nine
minutes West and a distance of fifty nine meters,  thirteen  centimeters,  eight
millimeters;  the fifth with  direction  South fifty seven  degrees  forty eight
point forty eight minutes West and a distance of thirty seven meters, ninety six
centimeters,  three  millimeters;  the seventh  with  direction  South fifty two
degrees  forty five point forty four  minutes West and a distance of forty three
meters,  sixty two  centimeters,  eight  millimeters;  the eighth with direction
South fifty four degrees  fifty five point forty one minutes West and a distance
of one hundred twenty six meters,  fourteen  centimeters,  two millimeters;  the
ninth with  direction  South fifty six degrees zero three point zero one minutes
West and a distance of two hundred thirty four meters,  ninety six  centimeters,
four  millimeters;  the tenth with direction  North seventy  degrees twenty nine
point twenty nine minutes West and a distance of two meters,  three centimeters,
six  millimeters;  the eleventh with  direction  North twenty five degrees North
zero four point twenty eight  minutes East and a distance of one meter,  seventy
one centimeters,  six millimeters;  the twelfth with direction North seventy one
degrees  fifty three point forty one minutes  West and a distance of six meters,
twenty nine  centimeters,  six millimeters;  the thirteenth with direction South
thirteen  degrees  forty three point  ninety five minutes West and a distance of
sixteen  meters,  seventy  centimeters,  six  millimeters;  arriving thus to the
Southwest  corner  where  the  present  description  started.  The  first  eight
(straight line) sections border with lands known as Montecristo  Isle,  property
of CORSAIN.  The other five pieces border with lands of Mr. Bartolo Berrios; the
thirteen  prior pieces  border with the Ruta Militar  Highway with Santa Rosa de
Lima in the middle.  That on the built area of the land that is leased  there is
found iron and wood  galleys  with roofs of  channeled,  laminated  metal,  also
property of CORSAIN.  II.  OBJECT OF THE  CONTRACT:  The  representative  of the
Lessor delivers in simple lease to the Lessee the portion of land

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described  above,  and in such  capacity  the Special  Power of Attorney  holder
receives from the Lessor the referred to property to his complete  satisfaction,
obliging him to return it to the Lessor in the same condition at the termination
of the lease term.  III. TERM AND EXTENSION - The term of the lease is agreed to
for THREE years counting from Nov. 13, 2003, with termination on the twelfth day
of November of the year 2006, both dates inclusive,  which will be automatically
extended,  as long as there is no manifest  expression  by CORSAIN to declare it
finished within the established  term with at least ninety days of prior notice.
If the Lessee complies with the Clauses of this document and in common agreement
with the Lessor they decide to continue with the lease,  the conditions  will be
discussed and  protected in a new  contract.  In the case that the Lessee leaves
the property  given in lease before the end of the term, it is  responsible  for
paying any taxes  pending as if it were the end of the term.  IV. PRICE AND FORM
OF  PAYMENT.  The total  price  for the lease  during  first  year is  SEVENTEEN
THOUSAND  AND TWENTY TWO POINT  THIRTEEN  US  DOLLARS  (US$17,022.13),  plus the
corresponding  Transfer of Movable  Goods and  Rendering  of Services Tax (VAT),
paid by monthly  quotas,  successive  and in advance,  the first of ONE THOUSAND
FOUR HUNDRED  EIGHTEEN  POINT FIFTY TWO DOLLARS OF THE UNITED STATES OF AMERICA,
and from the second on the payment of ONE THOUSAND FOUR HUNDRED  EIGHTEEN  POINT
FIFTY ONE DOLLARS OF THE UNITED STATES OF AMERICA. This price is to be increased
annually to cover the  inflation  rate in the USA, and the  increase  will begin
once the corresponding report has been obtained from the Embassy of this country
accredited  in El  Salvador,  and  will be added  to the  corresponding  monthly
payment,  effective on the  thirteenth  day on each one of the months covered in
the term. V. EFFECTS OF LATE PAYMENTS: The delay in payment of one of the agreed
quotas  will  result in ending of the term,  giving  the right to the  Lessor to
demand of the Lessee,  immediate  de-occupation of the Leased property,  without
the need for any judicial  action and  executively  demand  payment of all taxes
owed as well as those that remain from  fulfillment  of the rest of the original
term, including the termination of the contract as the case may be. VI. DEPOSIT.
Both parties agree that the obligations  contracted in the present instrument on
the part of the  Lessee  are  guaranteed  by the  deposits  made in favor of the
Lessor for the amount of ELEVEN  THOUSAND EIGHT HUNDRED THIRTY THREE POINT FIFTY
DOLLARS OF THE UNITED STATES OF AMERICA, protected by the receipt of the deposit
number SIX THOUSAND SEVEN HUNDRED  SEVENTY  FOUR-A,  DATED November 15, 1993 for
the quantity of NINETY NINE THOUSAND EIGHT HUNDRED TWENTY COLONES, equivalent to
ELEVEN  THOUSAND  FOUR HUNDRED EIGHT DOLLARS OF THE UNITED STATES OF AMERICA and
deposited to the account of CORSAIN dated  February 16, 1995 for the quantity of
TWO THOUSAND NINE HUNDRED TEN POINT TWELVE  COLONES  equivalent to THREE HUNDRED
THIRTY  THREE POINT  FIFTY  DOLLARS OF THE UNITED  STATES OF AMERICA,  that will
serve to respond for taxes owed or for payments  that might  encumber the Lessor
and that were the  responsibility  of the  Lessee,  that will be  returned  in a
period of thirty days following the end of the

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contract,  if the above mentioned case does not occur. VII. SPECIAL  CONDITIONS.
The Lessee  commits : 1) to inform  CORSAIN in writing  within 30 days following
the  signing of this  Agreement  about which  installations  it will use, on not
doing this it will incur a penalty  equal to one quarter of the lease price.  2)
The Lessee will not be responsible for the  deterioration  of the  installations
that it does not use.  3) to be  responsible  for all kinds of damages  that are
caused as a result of the operations carried out on the property.  4) The Lessee
may make use of the water  resources on the property that are within the portion
leased and of the sources known as Santa Francisca,  Adolfo,  Quebrada Seca, and
Quebrada Honda for whose use will be set up the corresponding  rights of way and
aqueducts that should be made through use of underground pipes. In addition, the
Lessor  authorizes to the Lessee to build a tank in the source called Adolfo. It
is  understood  that access to the sources  mentioned  and that the use of water
from these sources is not  exclusive to the Lessee;  and 5) The Lessee will have
the right to use the  surface of the area leased to build,  maintain  and repair
installations, machinery, materials and residues of the ore that it will take to
be  processed  in said  place,  as well as  build  roads,  paths,  deposits  for
minerals,  waste and ore, piping for potable water, telephone lines, electricity
transmission  and  distribution  lines.  At the same time,  it may build all the
facilities  to use  what  is  leased  for  the  end of  crushing,  milling,  and
processing  raw materials  and precious  minerals ore, all on the account of the
Lessee.  The use of what is leased  should be the most adequate in accordance to
the works that the Lessee  plans to carry out on the property the object of this
contract and in carrying out its work it is obliged to not cause any  ecological
damage.  6) To allow  during a period of ONE YEAR  within  the lease  term,  the
company  TRIADA  S.A.  de CV to do  exploration  on the area of the leased  land
without  more  restrictions  than those of imminent  security  exercised  by the
Lessee,  for which the Lessor will propose the signing of an  agreement  between
both companies  prior to the start up of  exploration  work; 7) In the case that
CORSAIN decides to sell the property that is the object of the present contract,
it is  obliged  to give the right of  preference  to  COMMERCE  GROUP to acquire
ownership of it, always if the conditions for sale proposed are accepted, to the
contrary,  CORSAIN  remains free to declare the lease  contract as ended without
any more responsibility beyond giving the respective notice to the Lessee. VIII.
RIGHTS OF THE  LESSOR.  The  Lessor  will have free  access to the  property  to
inspect it, and may delegate this faculty to any person or persons that it deems
convenient  for which  purpose it will give  notice to the Lessee of the reasons
for  entrusting  it,  with at least  two days of  anticipation  for  reasons  of
security.  IX. DESIGNATED USE: The leased property will be destined  exclusively
for use of the surface area leased to build,  maintain and repair installations,
materials  and residues  from the ore that will be taken to be processed in said
place,  as well as build roads,  paths,  deposits for  minerals,  waste and ore,
piping  for  potable  water,  telephone  lines,   electricity  transmission  and
distribution lines, build all of the facilities  necessary to use what is leased
for the purpose of crushing, milling, and processing raw materials and

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precious  minerals  ore.  X.  PROHIBITIONS:  a) The Lessee may not  exploit  any
mineral that might exist on the leased property,  by virtue of the fact that the
present  contract  only  covers the use of the  surface  area and the use of the
installations with the purpose of processing and storing mineralized ore brought
from outside the same  property.  If the Lessee made a claim to gold,  silver or
other  mineral and wished to exploit it, it should sign a new contract  with the
Salvadoran  Investment  Corporation different from the one that by means of this
instrument  is being  signed;  b) It promises  not to store on the  property any
explosives,  salts, flammable materials, and all those prohibited by law or that
puts at risk the Lessor or its dependencies or in general any person or good. In
the case where the nature of the work being  carried out by the Lessee  makes it
necessary  to use  any  of the  above  mentioned  substances  then  it  will  be
exclusively  responsible for the consequences  derived from their misuse. c) The
Lessee may not  sub-lease a part or all of the  property nor cede its rights for
the leased  property,  without the prior written  permission of the Lessor.  XI.
FINES. Fines that are imposed for infractions of sanitary regulations, municipal
or any others  that are related to the  business,  will be to the account of the
Lessee.  XII. SPECIAL CLAUSE.  The Lessor is exonerated from all  responsibility
for acts or  transactions  carried out by the Lessee that are not in conformance
with the laws of the  Republic;  and if it is proven  that it did them,  it will
also  constitute  cause for  termination  of the  contract,  given as ending the
original term. XIII. REPAIRS.  During the lease period, the Lessee will make: 1)
all  the  expenditures  that  are  generated  for  construction  and  repair  of
buildings,  machinery and equipment will be on the account of the Lessee, and 2)
upon ending the term of the present lease, the  improvements  and  constructions
that the Lessee has  carried out will remain  without  cost to CORSAIN  with the
exception  of those  that are  removable,  machinery,  equipment,  spare  parts,
inventories and raw materials,  which may be taken out by the Lessee always when
they are identified as its property and that with their removal no deterioration
is caused to the leased  property.  XIV.  TERMINATION.  The term of the  present
contract will end and the Lessor will have the right to end it without  judicial
intervention and the Lessee should de-occupy the leased property  immediately in
any of the following  cases: a) for lateness in paying one of the lease payments
in the manner in which it was agreed to in this  instrument and after sixty days
of having been notified that it is past due, b) for a sentence  executed  coming
from an execution brought against the Lessee by third parties or CORSAIN from an
obligation that is distinct from this written document, c) if the Lessee sublets
or cedes its  rights in the lease or if it  permits  access to third  parties so
that they  explore or  exploit  the mines  without  the prior  authorization  of
CORSAIN,  d) for using the leased property for works distinct from those that in
conformance   with  this  contract  are  planned  to  be  carried  out,  e)  for
non-compliance  with what is established  in Roman VII of this contract,  f) for
non-compliance  or  contravention,  on the  part  of the  Lessee,  of any of the
obligations  consigned in this  instrument,  g) when the Lessee does not fulfill
the stipulated obligations and special conditions,

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the  Lessor  will have the right to retain  all or part of the  amount  given in
deposit in order to cover the resulting  damages and  injuries,  as well as give
fulfillment to what is  established in Clause VII of this contract.  XV. SPECIAL
DOMICILE: For the purpose of the obligations contracted in the present contract,
both parties  indicate as special domicile this city; to the competence of whose
Courts they submit. Consequent of the above, we sign in the city of San Salvador
on the twelfth day of the month of November of the year two thousand three.


SIGNATURES OF:
ROGELIO JUAN TOBAR GARCIA,
LUIS ALFONSO LIMAY PITA


In the city of San  Salvador on the day of  November 1 of the year 2003,  before
me, Manuel de Jesus Torres Gavidia, notary, of this domicile;  APPEARED: Messrs.
ROGELIO JUAN TOBAR GARCIA, fifty one years of age, Bachelor in Economy, from the
domicile of Antiguo  Cuscatlan,  Department of La Libertad,  carrier of the sole
identification  document  number  zero one million  five  hundred and fifty nine
thousand six hundred three - two, who acts in name and in representation, in his
capacity as President and Legal Representative of the CORPORACION SALVADORENA DE
INVERSIONES  (Salvadoran Investment Corporation) that is abbreviated as CORSAIN,
official investment institution, of autonomous character, of this domicile, with
tax  identification  number  zero six hundred  fourteen  zero ten  thousand  one
hundred eighty two-zero zero one, that henceforth will be called "the LESSOR" or
the  "Corporation",  and for the other party Mister LUIS ALFONSO LIMAY PITA, who
is fifty eight years of age, Geological Engineer, of Peruvian nationality and of
domicile  in San  Miguel  and in this  act  identified  himself  by means of his
Foreign Resident  Identification  Carnet number zero nine thousand eight hundred
and ninety six given by the Directorate General of Immigration,  who acts in his
capacity as holder of Special Power of Attorney for the company  COMMERCE  GROUP
CORP.,  a corporation  of the State of Delaware,  United States of America,  who
henceforth  will be called "the Lessee,  by means of the present  instrument  we
agree to sign the present  SIMPLE LEASE  CONTRACT,  which will be subject to the
following clauses: 1) DECLARATION OF DOMINION: that the Lessor states that he is
owner and in current possession of a portion of rustic land and the buildings it
contains  that was  dismembered  from a land of greater  capacity of SIXTY SEVEN
HECTARES  SEVENTY TWO AREAS FIVE POINT  TWENTY FIVE  CENTIAREAS,  equivalent  to
NINETY SIX MANZANAS  EIGHT  THOUSAND  NINE HUNDRED SIXTY FOUR POINT TWENTY THREE
SQUARE VARAS,

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that  make up part of the  land  assets  that are  property  of  CORSAIN,  known
together as Montecristo Mines, located in the jurisdiction of Jocoro, Department
of Morazan, inscribed in favor of CORSAIN to the number ONE HUNDRED SEVENTY NINE
of the book TWO HUNDRED SEVENTY FIVE of the property registry of Morazan,  whose
description is the following:  Starting from the geodesic  marker Valle Santiago
in  direction  North fifty six degrees  zero six point zero  minutes  West and a
distance of ninety six point fifty four meters one arrives at a point from where
with direction North twenty five degrees thirty four point zero minutes East and
a distance of one hundred  meters,  one arrives at another point from where with
direction  North twenty eight degrees thirty four point three minutes East and a
distance  of one  hundred  meters one  arrives at another  point from where with
direction  North thirty eight  degrees  thirty four point six minutes East and a
distance of three  hundred  meters one arrives at another  point from where with
direction  North  forty one degrees  fifteen  point zero  minutes  East and at a
distance of three hundred meters is found the corner  South-West of the property
that is described  below,  whose measures and borders are the following:  TO THE
WEST:  Straight  line with  direction  North thirty six degrees  forty two point
sixty five minutes West and a distance of eight hundred  thirty eight point zero
fifty six  meters,  bordering  with  lands of the  general  property  of greater
capacity property of CORSAIN;  TO THE NORTH: broken line that consists of thirty
one straight lines;  the first with direction North seventy three degrees twenty
four point fifty eight  minutes East and a distance of sixty three meters twenty
one centimeters;  the second with direction North forty three degrees thirty six
point  thirty  one  minutes  East and a  distance  of forty  meters  sixty  nine
centimeters;  the third with direction  North thirty six degrees forty two point
sixty  six  minutes  East  and a  distance  of  fifty  six  meters  sixty  eight
centimeters;  the fourth with direction North forty three degrees eighteen point
eighty four minutes East and a distance of eighty one meters thirty centimeters,
eight  millimeters;  the fifth with  direction  North seven  degrees three point
twenty one minutes East and a distance of twenty meters eighty four centimeters,
eight  millimeters;  the sixth with  direction  North seventy  degrees fifty six
point seven  minutes West and a distance of thirteen  meters fifty  centimeters;
the seventh with a direction North seventy degrees forty point fourteen  minutes
West and a distance of forty seven meters sixty  centimeters,  six  millimeters;
the eighth  with  direction  North and one degree  thirty six point  forty seven
minutes East and a distance of forty eight meters twenty one  centimeters,  four
millimeters;  the ninth with direction  North forty five degrees fifty one point
ninety seven  minutes  East and a distance of ninety  eight meters  thirty seven
centimeters,  two  millimeters  ; the tenth with  direction  North  forty  three
degrees  fifty nine point zero seven  minutes East and a distance of one hundred
forty meters  twenty  three  centimeters,  one  millimeter;  the  eleventh  with
direction  South twenty nine degrees thirty seven point sixty minutes East and a
distance of thirty one meters, ninety three centimeters,  five millimeters;  the
twelfth with direction  South forty five degrees twenty three point eighty seven
minutes  East and a distance  of forty four  meters  eighty  centimeters,  three
millimeters;  the thirteenth  with  direction  South forty one degrees two point
fifty one minutes East and a distance of thirty  meters forty five  centimeters,
five millimeters;  the fourteenth with direction South sixty six degrees sixteen
point

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<PAGE>

thirty one  minutes  East and a distance  of twenty  five  meters  eighty  seven
centimeters;  the fifteenth with direction North seventy three degrees  thirteen
point  thirteen  minutes  East and a  distance  of  fifteen  meters,  sixty nine
centimeters;  the sixteenth with direction South eighty degrees  seventeen point
fifty  two  minutes  East  and a  distance  of  twenty  nine  meters  forty  one
centimeters, four millimeters; the seventeenth with direction South five degrees
forty eight point  seventy four minutes West and a distance of fifty two meters,
sixty seven  centimeters,  one  millimeter;  the eighteenth with direction South
twenty five degrees  fifty eight point sixty nine minutes East and a distance of
thirty two meters,  twenty  centimeters,  six  millimeters;  the nineteenth with
direction South forty four degrees forty one point forty nine minutes East and a
distance of thirty two meters,  ninety seven centimeters,  two millimeters;  the
twentieth  with  direction  south sixty  degrees  thirty  nine point  twenty six
minutes East and a distance of forty six meters, twenty five centimeters,  eight
millimeters;  the twenty first with direction  South fifty one degrees one point
one  seventy  one  minutes  East and a  distance  of thirty  eight  meters,  one
millimeter;  the twenty second with  direction  South seventy  degrees forty two
point  eleven  minutes  East  and  a  distance  of  twenty  six  meters,  twenty
centimeters, two millimeters; the twenty third with direction South seventy nine
degrees  forty  nine  degrees  forty four point  forty five  minutes  East and a
distance  of ten meters  fifty five  centimeters,  six  millimeters;  the twenty
fourth with direction  North seventy degrees sixty five point eight minutes East
and a distance of twenty seven meters twenty one centimeters, eight millimeters;
the twenty  fifth with  direction  North fifty eight  degrees  twenty nine point
twelve  minutes  East and a distance of one  hundred  five  meters,  fifty eight
centimeters,  three  millimeters;  the twenty sixth with direction  South eighty
degrees  thirty  eight point  ninety two  minutes  East and a distance of twenty
meters,  sixty one  centimeters,  seven  millimeters;  the twenty  seventh  with
direction  South fifty one degrees  zero point  eighty four  minutes  East and a
distance of eleven meters,  ninety  centimeters,  five  millimeters;  the twenty
eighth with  direction  South forty two degrees  fifty three point  thirty seven
minutes East and a distance of eighty four meters,  seventy  seven  centimeters,
two millimeters; the twenty ninth with direction South seventy six degrees forty
seven point forty six minutes  East and a distance of eighty nine  meters,  five
centimeters, seven millimeters; the thirtieth with direction South seventy seven
degrees forty five point thirteen  minutes East and a distance of thirty meters,
eighty two centimeters,  nine millimeters; the thirty first with direction South
sixty four  degrees  fifty one point  fourteen  minutes  East and a distance  of
sixteen meters,  thirty  centimeters,  eight millimeters.  All the pieces border
with lands of Mr. Rene Gonzalez,  deep ravine in the middle, TO THE EAST: Broken
line made up by twenty one straight lines:  the first with direction South forty
one degrees  forty seven point sixty eight  minutes West and a distance of forty
nine meters, fifty six centimeters,  two millimeters;  the second with direction
South twenty seven degrees forty point eighty six minutes West and a distance of
forty five meters, twenty three centimeters,  eight millimeters;  the third with
direction South twenty nine degrees fifty seven point nineteen  minutes West and
a distance of thirty two meters, twenty eight centimeters,  two millimeters; the
fourth with direction South eighteen degrees twenty eight point zero one minutes

                                 10
<PAGE>

West and a distance of eleven meters, ninety five centimeters,  six millimeters;
the fifth with  direction  South  seventeen  degrees  thirty  point ninety seven
minutes  East and a distance  of nine  meters,  seventy  four  centimeters,  two
millimeters;  the sixth with direction South forty one degrees thirty five point
fifty three minutes East and a distance of twenty seven meters, six centimeters,
three millimeters;  the seventh with direction South eighty seven degrees twenty
three  point  ninety  three  minutes  East and a distance  of thirty two meters,
seventeen  centimeters,  one millimeter;  the eighth with direction North eighty
one degrees zero point zero five  minutes East and a distance of twenty  meters,
ninety  centimeters,  five  millimeters;  the ninth with direction  South eighty
eight degrees zero seven point twenty five minutes East and a distance of twenty
eight meters,  ninety seven  centimeters;  the tenth with direction South eighty
five  degrees  zero two point  eleven  minutes East and a distance of twenty six
meters,  fifty seven centimeters,  six millimeters;  the eleventh with direction
South  eighty two  degrees  fifty  eight  point  forty nine  minutes  East and a
distance of twenty six  meters,  forty nine  centimeters,  one  millimeter;  the
twelfth with  direction  South eleven degrees zero zero point thirty six minutes
and a distance of twelve meters, seventy five centimeters, five millimeters; the
thirteenth  with  direction  South twelve  degrees  thirty five point  seventeen
minutes  West and a  distance  of  sixty  nine  meters,  two  centimeters,  nine
millimeters;  the fourteenth  with direction South six degrees twenty four point
sixteen  minutes  East  and  a  distance  of  twenty  six  meters  ninety  three
centimeters,  eight  millimeters;  the fifteenth  with  direction  South seventy
degrees  sixteen  point  twenty nine  minutes  East and a distance of fifty five
meters forty eight  centimeters,  six millimeters;  the sixteenth with direction
South sixty seven  degrees fifty one point fifty two minutes East and a distance
of forty meters,  eighty  centimeters,  seven millimeters;  the seventeenth with
direction  South thirty three degrees twenty three point thirty two minutes East
and a distance of twenty two meters, fifty one centimeters, six millimeters; the
eighteenth with direction South four degrees eighty two point zero three minutes
West and a  distance  of twenty  six  meters,  seventy  four  centimeters,  four
millimeters;  the nineteenth  with direction  South forty one degrees twenty six
point twenty seven  minutes  West and a distance of seventy  meters,  thirty one
centimeters,  one  millimeter;  the twentieth  with  direction  South twenty one
degrees  forty nine point  thirty one  minutes  East and a distance of forty six
meters,  seventy  three  centimeters,  nine  millimeters;  the twenty first with
direction  South  forty four  degrees  twenty  point  fifty  minutes  East and a
distance of sixty one meters,  eighty four centimeters,  four  millimeters.  The
first fifteen pieces border with lands of Mr. Rene Gonzalez,  deep ravine in the
middle;  the other six pieces border with Colonia  Monte  Cristo;  TO THE SOUTH:
Broken line made up of thirteen  straight lines:  the first with direction South
seventy  degrees  fifty seven point fifty seven  minutes  West and a distance of
fifty meters, ninety two centimeters, six millimeters; the second with direction
South  sixty  seven  degrees  twenty  four point  forty one  minutes  West and a
distance of fifty seven meters,  eighty one centimeters,  six  millimeters;  the
third with  direction  South sixty two degrees  thirty nine point  seventy  nine
minutes West and a distance of fifty nine meters,  thirteen  centimeters,  eight
millimeters;  the fifth with  direction  South fifty seven  degrees  forty eight
point forty eight minutes West and a distance of thirty

                                 11
<PAGE>

seven  meters,  ninety six  centimeters,  three  millimeters;  the seventh  with
direction South fifty two degrees forty five point forty four minutes West and a
distance of forty three meters,  sixty two centimeters,  eight millimeters;  the
eighth  with  direction  South  fifty four  degrees  fifty five point  forty one
minutes  West  and a  distance  of  one  hundred  twenty  six  meters,  fourteen
centimeters,  two millimeters;  the ninth with direction South fifty six degrees
zero three point zero one minutes West and a distance of two hundred thirty four
meters, ninety six centimeters, four millimeters; the tenth with direction North
seventy degrees twenty nine point twenty nine minutes West and a distance of two
meters,  three centimeters,  six millimeters;  the eleventh with direction North
twenty  five  degrees  North zero four point  twenty  eight  minutes  East and a
distance of one meter,  seventy one centimeters,  six  millimeters;  the twelfth
with  direction  North  seventy one degrees  fifty three point forty one minutes
West and a distance of six meters, twenty nine centimeters, six millimeters; the
thirteenth with direction  South thirteen  degrees forty three point ninety five
minutes  West  and a  distance  of  sixteen  meters,  seventy  centimeters,  six
millimeters; arriving thus to the Southwest corner where the present description
started.  The first eight  (straight  line) sections  border with lands known as
Montecristo Isle,  property of CORSAIN.  The other five pieces border with lands
of Mr. Bartolo  Berrios;  the thirteen prior pieces border with the Ruta Militar
Highway  with  Santa Rosa de Lima in the  middle.  That on the built area of the
land  that is  leased  there  is  found  iron and  wood  galleys  with  roofs of
channeled,  laminated  metal,  also  property  of  CORSAIN.  II.  OBJECT  OF THE
CONTRACT:  The  representative  of the Lessor  delivers  in simple  lease to the
Lessee the portion of land  described  above,  and in such  capacity the Special
Power of Attorney  holder  receives  from the Lessor the referred to property to
his complete  satisfaction,  obliging him to return it to the Lessor in the same
condition at the  termination  of the lease term.  III. TERM AND EXTENSION - The
term of the lease is agreed to for THREE years counting from Nov. 13, 2003, with
termination  on the  twelfth  day of  November  of the  year  2006,  both  dates
inclusive, which will be automatically extended, as long as there is no manifest
expression by CORSAIN to declare it finished within the established term with at
least ninety days of prior  notice.  If the Lessee  complies with the Clauses of
this  document and in common  agreement  with the Lessor they decide to continue
with  the  lease,  the  conditions  will be  discussed  and  protected  in a new
contract.  In the case that the Lessee leaves the property given in lease before
the end of the term,  it is  responsible  for paying any taxes  pending as if it
were the end of the term. IV. PRICE AND FORM OF PAYMENT. The total price for the
lease during first year is SEVENTEEN  THOUSAND AND TWENTY TWO POINT  THIRTEEN US
DOLLARS  (US$17,022.13),  plus the  corresponding  Transfer of Movable Goods and
Rendering  of Services  Tax (VAT),  paid by monthly  quotas,  successive  and in
advance, the first of ONE THOUSAND FOUR HUNDRED EIGHTEEN POINT FIFTY TWO DOLLARS
OF THE  UNITED  STATES OF  AMERICA,  and from the  second on the  payment of ONE
THOUSAND FOUR HUNDRED  EIGHTEEN  POINT FIFTY ONE DOLLARS OF THE UNITED STATES OF
AMERICA.  This price is to be increased  annually to cover the inflation rate in
the USA, and the

                                 12
<PAGE>

increase  will begin once the  corresponding  report has been  obtained from the
Embassy of this  country  accredited  in El  Salvador,  and will be added to the
corresponding  monthly  payment,  effective on the thirteenth day on each one of
the  months  covered in the term.  V.  EFFECTS  OF LATE  PAYMENTS:  The delay in
payment of one of the agreed  quotas will  result in ending of the term,  giving
the right to the Lessor to demand of the Lessee,  immediate de-occupation of the
Leased property, without the need for any judicial action and executively demand
payment of all taxes owed as well as those that remain from  fulfillment  of the
rest of the original term, including the termination of the contract as the case
may be. VI. DEPOSIT.  Both parties agree that the obligations  contracted in the
present instrument on the part of the Lessee are guaranteed by the deposits made
in favor of the Lessor for the amount of ELEVEN  THOUSAND  EIGHT HUNDRED  THIRTY
THREE POINT FIFTY  DOLLARS OF THE UNITED  STATES OF  AMERICA,  protected  by the
receipt of the deposit number SIX THOUSAND SEVEN HUNDRED SEVENTY  FOUR-A,  DATED
November 15, 1993 for the quantity of NINETY NINE THOUSAND  EIGHT HUNDRED TWENTY
COLONES,  equivalent to ELEVEN THOUSAND FOUR HUNDRED EIGHT DOLLARS OF THE UNITED
STATES OF AMERICA and  deposited  to the account of CORSAIN  dated  February 16,
1995 for the  quantity of TWO THOUSAND  NINE  HUNDRED TEN POINT  TWELVE  COLONES
equivalent  to THREE  HUNDRED  THIRTY  THREE POINT  FIFTY  DOLLARS OF THE UNITED
STATES OF  AMERICA,  that will serve to respond  for taxes owed or for  payments
that might encumber the Lessor and that were the  responsibility  of the Lessee,
that  will be  returned  in a period  of thirty  days  following  the end of the
contract,  if the above mentioned case does not occur. VII. SPECIAL  CONDITIONS.
The Lessee  commits : 1) to inform  CORSAIN in writing  within 30 days following
the  signing of this  Agreement  about which  installations  it will use, on not
doing this it will incur a penalty  equal to one quarter of the lease price.  2)
The Lessee will not be responsible for the  deterioration  of the  installations
that it does not use.  3) to be  responsible  for all kinds of damages  that are
caused as a result of the operations carried out on the property.  4) The Lessee
may make use of the water  resources on the property that are within the portion
leased and of the sources known as Santa Francisca,  Adolfo,  Quebrada Seca, and
Quebrada Honda for whose use will be set up the corresponding  rights of way and
aqueducts that should be made through use of underground pipes. In addition, the
Lessor  authorizes to the Lessee to build a tank in the source called Adolfo. It
is  understood  that access to the sources  mentioned  and that the use of water
from these sources is not  exclusive to the Lessee;  and 5) The Lessee will have
the right to use the  surface of the area leased to build,  maintain  and repair
installations, machinery, materials and residues of the ore that it will take to
be  processed  in said  place,  as well as  build  roads,  paths,  deposits  for
minerals,  waste and ore, piping for potable water, telephone lines, electricity
transmission  and  distribution  lines.  At the same time,  it may build all the
facilities  to use  what  is  leased  for  the  end of  crushing,  milling,  and
processing  raw materials  and precious  minerals ore, all on the account of the
Lessee.  The use of what is leased  should be the most adequate in accordance to
the works that the Lessee plans to carry out on the property the object

                                 13

<PAGE>

of this  contract  and in  carrying  out its work it is obliged to not cause any
ecological  damage.  6) To allow  during a period of ONE YEAR  within  the lease
term,  the company TRIADA S.A. de CV to do exploration on the area of the leased
land without more restrictions than those of imminent security  exercised by the
Lessee,  for which the Lessor will propose the signing of an  agreement  between
both companies  prior to the start up of  exploration  work; 7) In the case that
CORSAIN decides to sell the property that is the object of the present contract,
it is  obliged  to give the right of  preference  to  COMMERCE  GROUP to acquire
ownership of it, always if the conditions for sale proposed are accepted, to the
contrary,  CORSAIN  remains free to declare the lease  contract as ended without
any more responsibility beyond giving the respective notice to the Lessee. VIII.
RIGHTS OF THE  LESSOR.  The  Lessor  will have free  access to the  property  to
inspect it, and may delegate this faculty to any person or persons that it deems
convenient  for which  purpose it will give  notice to the Lessee of the reasons
for  entrusting  it,  with at least  two days of  anticipation  for  reasons  of
security.  IX. DESIGNATED USE: The leased property will be destined  exclusively
for use of the surface area leased to build,  maintain and repair installations,
materials  and residues  from the ore that will be taken to be processed in said
place,  as well as build roads,  paths,  deposits for  minerals,  waste and ore,
piping  for  potable  water,  telephone  lines,   electricity  transmission  and
distribution lines, build all of the facilities  necessary to use what is leased
for the purpose of crushing,  milling, and processing raw materials and precious
minerals  ore. X.  PROHIBITIONS:  a) The Lessee may not exploit any mineral that
might  exist on the  leased  property,  by virtue  of the fact that the  present
contract  only  covers  the  use  of  the  surface  area  and  the  use  of  the
installations with the purpose of processing and storing mineralized ore brought
from outside the same  property.  If the Lessee made a claim to gold,  silver or
other  mineral and wished to exploit it, it should sign a new contract  with the
Salvadoran  Investment  Corporation different from the one that by means of this
instrument  is being  signed;  b) It promises  not to store on the  property any
explosives,  salts, flammable materials, and all those prohibited by law or that
puts at risk the Lessor or its dependencies or in general any person or good. In
the case where the nature of the work being  carried out by the Lessee  makes it
necessary  to use  any  of the  above  mentioned  substances  then  it  will  be
exclusively  responsible for the consequences  derived from their misuse. c) The
Lessee may not  sub-lease a part or all of the  property nor cede its rights for
the leased  property,  without the prior written  permission of the Lessor.  XI.
FINES. Fines that are imposed for infractions of sanitary regulations, municipal
or any others  that are related to the  business,  will be to the account of the
Lessee.  XII. SPECIAL CLAUSE.  The Lessor is exonerated from all  responsibility
for acts or  transactions  carried out by the Lessee that are not in conformance
with the laws of the  Republic;  and if it is proven  that it did them,  it will
also  constitute  cause for  termination  of the  contract,  given as ending the
original term. XIII. REPAIRS.  During the lease period, the Lessee will make: 1)
all  the  expenditures  that  are  generated  for  construction  and  repair  of
buildings,

                                 14
<PAGE>

machinery and equipment will be on the account of the Lessee, and 2) upon ending
the term of the present  lease,  the  improvements  and  constructions  that the
Lessee has carried out will remain without cost to CORSAIN with the exception of
those that are removable, machinery, equipment, spare parts, inventories and raw
materials,  which may be taken out by the Lessee always when they are identified
as its property and that with their  removal no  deterioration  is caused to the
leased property. XIV. TERMINATION. The term of the present contract will end and
the Lessor will have the right to end it without  judicial  intervention and the
Lessee should de-occupy the leased property  immediately in any of the following
cases:  a) for  lateness  in paying one of the lease  payments  in the manner in
which it was agreed to in this  instrument  and after  sixty days of having been
notified  that  it is  past  due,  b) for a  sentence  executed  coming  from an
execution  brought  against  the  Lessee by third  parties  or  CORSAIN  from an
obligation that is distinct from this written document, c) if the Lessee sublets
or cedes its  rights in the lease or if it  permits  access to third  parties so
that they  explore or  exploit  the mines  without  the prior  authorization  of
CORSAIN,  d) for using the leased property for works distinct from those that in
conformance   with  this  contract  are  planned  to  be  carried  out,  e)  for
non-compliance  with what is established  in Roman VII of this contract,  f) for
non-compliance  or  contravention,  on the  part  of the  Lessee,  of any of the
obligations  consigned in this  instrument,  g) when the Lessee does not fulfill
the  stipulated  obligations  and special  conditions,  the Lessor will have the
right to retain all or part of the amount given in deposit in order to cover the
resulting  damages  and  injuries,  as  well  as  give  fulfillment  to  what is
established  in Clause  VII of this  contract.  XV.  SPECIAL  DOMICILE:  For the
purpose of the  obligations  contracted  in the present  contract,  both parties
indicate as special  domicile this city; to the  competence of whose Courts they
submit.  Consequent  of the above,  we sign in the city of San  Salvador  on the
twelfth day of the month of November of the year two thousand three.

I the notary  SWEAR:  1) That the  signatures  that fit at the foot of the above
document are  AUTHENTIC  for having been  recognized  as their own by those that
were  present in my  presence;  as well as the  concepts  laid out in this,  the
character  with which Lic.  Rogelio  Juan Tobar  Garcia acts is  legitimate  and
sufficient  for my  having  had  in  view:  a)  Founding  Law of the  Salvadoran
Investment Corporation published in the Federal Register (Diario Oficial) number
two hundred  thirty five Tome nine hundred eighty one dated December 22, 1981 in
which  article 77  confers  on the  President  the Legal  Representation  of the
Corporation and it authorizes him to intervene in the acts and contracts that it
signs  and in  the  judicial  and  administrative  actions  in  which  it has an
interest,  b)  Certification  of Agreement  Number ONE of Act number ONE HUNDRED
NINE of the Session  celebrated by the Assembly of Governors of the  Corporation
the day of June 5 of the year 2001 in which Lic.  Rogelio  Juan Tobar Garcia was
named as its  President  Director for a period of three years  counting from the
day of June 7 of the year 2001, c)  Transcription  of the  Agreement  Number TWO
HUNDRED FORTY from the President of the Republic  dated July 19 of the year 2001
by means of which is ratified  the naming of LIC.  ROGELIO  JUAN TOBAR GARCIA as
President   Director  of  the   Salvadoran   Investment   Corporation,   and  d)
Transcription of the Agreement Number ONE-NINE HUNDRED
                                 15

<PAGE>

FIFTY  THREE-TWO  THOUSAND  THREE of the  session  of the  Directive  Council of
CORSAIN dated October 8 of the current year by means of which it authorizes  the
President  to grant the present act;  and 3) the  character  with which Mr. LUIS
ALFONSO LIMAY PITA acts is legitimate  and  sufficient for my having had in view
the General  Administrative  Power of Attorney granted in the city of Milwaukee,
State of  Wisconsin,  United  States of  America at 9:00AM of the day June 20 of
1999 before the official presence of notary Sylvia Machulak,  by Mr. EDWARD LEON
MACHULAK in his character as President and Legal  Representative  of the Company
COMMERCE GROUP CORP. and another, duly stamped with the apostille in conformance
with the Hague Convention dated October 5 of 1961 dated February 9 of 2001 being
legitimized in said power the existence of the referred to company and the legal
character  of its  expressed  leader.  This  is  how  those  present  identified
themselves to whom I explained the legal effects of the present instrument, read
and done,  fully in a single act,  uninterrupted,  ratified  its contents and we
sign. I SWEAR.



SIGNATURES OF:
ROGELIO JUAN TOBAR GARCIA,
LUIS ALFONSO LIMAY PITA AND
MANUEL DE JESUS TORRES GADIVIA


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