THIS CONTRACT OF
                     SINO-FOREIGN CONTRACTUAL JOINT VENTURE
                    is made on this 4th day of February, 1994

BETWEEN

     HUI  XIAN  COPPER  &  METAL  MINE, a company incorporated under the laws of
     People's  Republic  of  China  with  its  legal  office located in Zou Ping
     County,  Shandong  Province,  People's  Republic  of  China

     (hereinafter  referred  to  as  "Party  A")

AND

     GOLD FIELD (PACIFIC) LIMITED, a company incorporated under the laws of Hong
     Kong  with  its  legal  address  at 2203 Cameron Commercial Center, 458-460
     Hennessy  Road,  Hong  Kong

     (hereinafter  referred  to  as  "Party  B")

WHEREAS

1.     Party  A  and  Party B wish to form a limited liability company that will
       explore. for and mine copper and accompanying precious metals in Zou Ping
       County,  Shandong  Province,  and  process  and  sell  such  minerals  on
       international markets permitted by relevant Chinese laws and regulations,
       and

2.     Party  A  and  Party  B wish to record their agreements relating to their
       rights  and obligations in respect of such company and between each other
       as  shareholders  thereof,  and

3.     Party  A  and  Party  B  agree  that  they  will,  in accordance with the
       principle  of  friendly  negotiation  and  mutual  benefit,  use  their
       respective  investments  to  make  the  maximum  possible  profit.

NOW THEREFORE in consideration of the mutual covenants herein, Party A and Party
B  hereby  agree  as  follows:

ARTICLE  1:  GENERAL  PROVISIONS

1.1.    Definitions:  Party  A and Party B agree that throughout this Contract,
        unless  otherwise specified, the following terms shall have the meanings
        set  forth  below:


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<PAGE>
     1.1.1.     "Approval  Authority"  means  agencies  of  foreign trade of the
                State Council or agencies or local governments authorized by the
                State  Council;

     1.1.2.     "Board"  means  the  board  of  directors  of  the  Company;

     1.1.3.     "Business  Day"  means  Monday through Saturday, both inclusive,
                except  for  statutory  holidays  recognized  in  China;

     1.1.4.     "Business License" means a license' issued by departments of the
                State  Administration  of  Industrial and Commerce to create the
                Company,  which  license  shall be valid for the Duration of the
                Joint  Venture  and  permit  to conduct business as described in
                4.1;

     1.1.5.     "Contractual  Joint  Venture  Law" means the Law of the People's
                Republic  of  China  on  Sino-Foreign Contractual Joint Venture;

     1.1.6.     "Company"  means  the  limited liability company to be formed by
                the  Shareholders pursuant to Article 3 hereof and in accordance
                with  the  Contractual  Joint  Venture  Law;

     1.1.7.     "Duration  of  the  Joint Venture" means a period of thirty (30)
                years  commencing  on  the  date the Business License is issued;

     1.1.8.     "Exclusive Marketing and Sales Agreement" means the agreement to
                be  signed  by the Company and Party B after the creation of the
                Company;

     1.1.9.     "Existing Assets" means all the mining and processing equipment,
                buildings  for copper and accompanying precious metals, together
                with  other  assets  including the land usage right, exploration
                rights,  surface  rights,  electricity  and  water  power  usage
                rights,  etc.,  and all the inventory of copper and accompanying
                precious  metals  of  Hui  Xian Copper & Metal Mine, all as more
                fully  described  in  Schedule  "A"  hereto;

     1.1.10.    "Feasibility  Study  Report"  means  the  report  and  related
                documents  to be prepared by the geologists and mining engineers
                of  Party  A and Party B to confirm the location and size of the
                ore  bodies,  and  to recommend the proper mining and processing
                method  and  equipment;

     1.1.11.    "General Manager" means the senior managerial officer appointed
                by  the  Company  pursuant  to  section  9.1  of  this Contract;

     1.1.12.    "Independent  Valuator"  means  any  one  of the five (5) world
                largest  accounting  firms  registered  in China, as selected by
                party  B  in  writing;


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<PAGE>
     1.1.13.    "Investment"  means for any Shareholder all of its right, title
                and  interest  in and to the Company according to this Contract;

     1.1.14.    "Zou  Ping  County"     means     an     area  of approximately
                1250  square kilometers excluding the 60 square kilometers' area
                currently  occupied  by  Hui  Xian  Copper  &  Metal  Mine;

     1.1.15.    "Hui Xian Copper & Metal Mine" means the mineral deposit within
                the  60  square  kilometers' area in Zou Ping County of Shandong
                Province,  as  outlined  in  Schedule  "B"  hereto;

     1.1.16.    "Mining  Authority"  means  the relevant government departments
                approving  the  exploration  and mining of the mineral resources
                described  in  the  Contract;

     1.1.17.    "Exploration  License  and  Mining  License" means the licenses
                issued  to the Company by the Mining Authority which shall grant
                the  Company  for  the  entire Duration of the Joint Venture the
                rights  to  explore  and  mine  copper and accompanying precious
                metals  in  Zou  Ping  County;

     1.1.18.    "Party  A"  means  Hui  Man  Copper  &  Metal  Mine,  a company
                incorporated  under  the laws of China, and being one of the two
                parties  of  this  Contract;

     1.1.19.    "Party  B"  means  Gold  Field  (Pacific)  Limited,  a  company
                incorporated  under  the  laws of Hong Kong, and being the other
                Party  of  this  Contract;

     1.1.20.    "SAIC" means the State Administration of Industry and Commerce;

     1.1.21.    "Shareholders"  means  Party  A  and  Party B collectively, and
                "Shareholder"  means  either  one  of  them;

     1.1.22.    "Parties"  means  Party  A  and  Party  B  collectively.

1.2.     Interpretation:  These  interpretations  are  for  the purposes of this
         Contract  only,  except  otherwise  specified.

     1.2.1     "Contract"  means  this  version  of  the  Contract, as it may be
                supplemented,  amended  or  restated  from  time  to  time.

     1.2.2.     All references to designated articles,' sections and subsections
                are to the entire content of these designated articles, sections
                and  subsections.

     1.2.3.     The headings preceding the text, articles and articles hereof
                are  for convenience only, do not form a part hereof and are not
                intended  to  interpret,  define  or  limit the scope, extent or
                intent  of  any  provision  hereof.


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<PAGE>
     1.2.4.     All  interpretations  about  the  Company  are applicable to the
                successor  or  assignee  of  such  entity.

     1.2.5.     The  two  (2)  schedules  attached  to  this Contract shall form
                integral  parts  of  this  Contract:

                Schedule  "A"  --  List  of  Existing  Assets;
                Schedule  "B"  --  Map  of  Zou  Ping  County.

ARTICLE  2:  CONTRACTING  PARTIES

2.1.     Parties:  The  parties  of  this  Contract  are  as  follows.

     2.1.1.     Hui  Xian  Copper  &  Metal  Mine

                Address:     Zou  Ping  County,  Shandong  Province, China
                Legal Representative:
                    Name:         Wang  Bao  Min
                    Position:     Mine  Director
                    Nationality:  Chinese

     2.1.2.     Gold  Field  (Pacific)  Limited

                Address:     2203  Cameron  Commercial  Center
                             458-460 Hennessy Road, Hong Kong.
                Legal  Representative:
                    Name:         Po  Sun  Liu
                    Position:     Chairman  and  Chief  Executive  Officer
                    Nationality:  Canadian

2.2.     Representations  of Party B: Party B represents and-warrants to Party A
         as  follows.

     2.2.1.     Party  B  is a duly organized company validly existing under the
                laws  of  Hong  Kong;

     2.2.2.     Party B has full corporate capacity, power and authority and all
                necessary  governmental  approvals (other than those referred to
                in  article  7.2.1)  to  enter  into  and  perform  each  of its
                obligations  hereafter;

     2.2.3.     the  execution  and delivery of this Contract and the observance
                and  performance  hereof  have  been  duly  authorized  by  all
                necessary  corporate  action  on  the  part  of  party  B;


                                      -4-
<PAGE>
     2.2.4.     once signing this Contract, Party B is kept within the bounds of
                this  Contract  according  to  relevant  laws;

     2.2.5.     the  execution,  delivery  and  performance  by  Party B of this
                Contract  not  constitute a default under any material agreement
                to which it is a party, any governmental regulation, approval or
                order  to  which  it  is  subject;  or  any  provision  of  its
                incorporation  documents;

     2.2.6.     no  governmental  approvals  of  any  kind are required from any
                governmental  authority in Hong Kong in respect of this Contract
                or  the  operations  of  the  Company as contemplated hereafter.

2.3.     Representations  of Party A: Party A represents and warrants to Party B
         as  follows:

     2.3.1.     Party  A  is a duly organized company validly existing under the
                laws  of  People's  Republic  of  china;

     2.3.2.     Party A has full corporate capacity, power and authority and all
                necessary  governmental  approvals (other than those referred to
                in  article  7.2.1)  to  enter  into  and  perform  each  of its
                obligations  hereafter;

     2.3.3.     the  execution  and delivery of this Contract and the observance
                and  performance  hereof  have  been  duly  authorized  by  all
                necessary  corporate  action  on  the  part  of  Party  A;

     2.3.4.     once signing this Contract, Party A is kept within the bounds of
                this  Contract  according  to  relevant  laws;

     2.3.5.     the  execution,  delivery  and  performance  by  party A of this
                Contract  does  not  and will not constitute a default under any
                material  agreement  to  which  it  is a party, any governmental
                regulation,  approval  or  order  to which it is subject, or any
                provision  of  its  incorporation  documents;

     2.3.6.     only  government approvals from government authorities stated in
                article  7.2.1  are  required in respect of this contract or the
                operation  of  the  company  as  contemplated  hereafter;

     2.3.7.     the  Company  shall  be  required  to  pay  no  taxes,  duties,
                commissions  and  other  payments  except for those described in
                section  12.1;

     2.3.8.     Party  A  shall  deliver to Party B all the accurate information
                concerning  copper  and accompanying precious metals in Zou Ping
                County  that  is  in  party  A's  possession  or  control;


                                      -5-
<PAGE>
     2.3.9.     before  Party  A and Party B jointly explore and mine copper and
                accompanying  precious  metals,  any  environmental  pollution
                resulted from exploration and mining the above mineral resources
                by  Party  A  and  any  other  party  has nothing to do with the
                Company,  and  Party  A  warrants  that  no  such  pollution has
                occurred  before  the  cooperation  of  both  parties

     2.3.10.    Party  A  is the owner of all the Existing Assets that are free
                and  clear  of all liens, mortgages or other encumbrances of any
                kind.

2.4.    Indemnity:  If any representation or warranty given herein by any party
        is  inaccurate, such party shall indemnify and hold harmlessly the other
        party  for  any  loss  or  damage  caused  to  such  other  party.

ARTICLE  3:  ESTABLISHMENT  OF  THE  JOINT  VENTURE  COMPANY

3.1.    Contractual  Joint  Venture:  In  accordance  with  the  Sino-Foreign
        Contractual  Joint  Venture  law  and  other  relevant  Chinese laws and
        regulations,  Party  A  and  Party  B  agree  that  the Company shall be
        established  as  a  contractual  joint  venture.

3.2.    Name:  the  name  of  the  Company  shall  be

     3.2.1.     Chinese:     [GRAPHIC OMITTED]

     3.2.2.     English:     SHANDONG  ZOUPING  HUIXIAN GOLD FIELD (PACIFIC) CO.
                LTD.

3.3.    Legal  Address:  The  legal  address  of  the Company shall be Zou Ping
        County,  Shandong  Province,  People's  Republic  o  China.

3.4.    Laws  of  China: All activities of the Company shall be governed by the
        published and publicly available laws, decrees, rules and regulations of
        China.

3.5.    Limited  Liability:  The  Company shall be a limited liability company.
        Each  shareholder  shall be liable for the Company's liabilities only to
        the proportion by which the shareholder has contributed to the Company's
        registered  capital outlined in Article 5 hereof. Each shareholder shall
        not  be liable for the Company's and other shareholders' liabilities and
        loss.

3.6.    Legal  Person:  The  Company  shall  be  a  legal  person existing as a
        separate  entity  from  the  Shareholders.

3.7.    No  Partnership:  The parties expressly disclaim any intent to create a
        partnership with respect to the administration or assets of the Company.


                                      -6-
<PAGE>
3.8.    No  Agency:  Neither party shall have any authority, actual or implied,
        to  act  as  agent  for  or  to  bind  the  other  party or the Company.

ARTICLE  4:  BUSINESS  SCOPE

4.1.    Business  Scope:  The  parties  agree  that  the  business scope of the
        Company  shall  include  the  following:

     4.1.1.     the exclusive right to explore, mine, smelt, process and extract
                copper  and  accompanying precious metals deposit throughout Zou
                Ping  County;

     4.1.2.     the  exclusive  right to market and sell copper and accompanying
                precious  metals  on the international and domestic market based
                on  the Marketing and Sales Agreement, in accordance to the laws
                in  China;  '

     4.1.3.     all  such  complementary  activities  as  may  be  necessary  or
                desirable  for  the  Company  to  fully engage in all activities
                permitted  by  the  Business  License  or  the  Mining  License.

ARTICLE  5:  TOTAL  INVESTMENT  AND  REGISTERED  CAPITAL

5.1.    Total  Investment  and  Registered  Capital:  The total investment
        amount of the Company is set at U.S. $9,800,000 consisting of registered
        capital  of  the  Company of U.S. $9,000,000 (or the equivalent RMB) and
        U.S.  $800,000  in working capital provided as debt by banks. Each Party
        shall  invest  U.S. $4,500,000 which shall be contributed to the Company
        at  the  times  and  in the forms set out in articles 5.2 and 5.3 below.

5.2.    Party  B's  Capital  Contribution:  Party  B  shall  make  its
        contribution  under article 5 in the form of cash, equipment, machinery,
        feasibility  study,  technology  and  technical  support  services.

        After the issuance of all the required Exploration, Mining, and Business
        Licenses, Party B shall contribute a minimum of U.S. $1,000,000 in 1994,
        and U.S. $1,000,000 in 1995 and 1996 respectively. The remaining capital
        would be contributed in accordance with the working schedule as approved
        by  the  Board.  The  Shareholders  agree  that  Party B's obligation to
        contribute  its  capital  share is subject to the fulfillment of each of
        the  following  conditions  precedent  to  the  satisfaction of Party B:

     5.2.1.    this Contract and the Charter of Association' of Shandong Zouping
               Huixian  Gold  Fields  (Pacific)  Co. Ltd. have been approved in
               writing  by  the  Approval  Authority;


                                      -7-
<PAGE>
     5.2.2.    the Business License has been issued by the SAIC to the Company;

     5.2.3.     the Exploration License and Mining License have been issued by
                the  Mining  Authority  to  the  Company;

     5.2.4.     the  Existing  Assets  has been transferred to the company, free
                and clear of all liens, mortgages, and encumbrances of any kind;

     5.2.5.     Party B has received a written legal opinion acceptable to Party
                B  from  a  Chinese  law  firm  confirming:

                A.  the  issuance and sufficiency of the foregoing approvals and
                    licenses  and  the granting of the Exploration Rights to the
                    Company;

                B.  the  legality  and  validity  of  this  Contract  and  its
                    Schedules;

                C.  the  completion  of  the  transfer  of  the ownership of the
                    Existing Assets to the Company, free and clear of all liens,
                    mortgages,  and  encumbrances  of  any  kind;

                D.  the  accuracy  of  the  tax  description  in  the  Contract;

     5.2.6.     Party  B  has  received  all audited financial statements of Hui
                Xian  Copper  &  Metal  Mine's  production  history;

     5.2.7.     the  Company  has  signed  and delivered the Marketing and Sales
                Agreement  to  Party  B;

     5.2.8.     the Parties have submitted the Feasibility Study Report based on
                the  exploration,  .  geology  and other reliable data about Hui
                Xian  Copper  &  Metal  Mine  provided  by  Party  A;

     5.2.9.     the  representations  and  warranties made by party A in article
                2.3  are  true and correct as confirmed by a certificate to that
                effect  signed  by  the  legal  representative  of  party  A and
                delivered  to  party  B.

5.3.    Party  A's  Capital  Contribution:  Party A may make contribution under
        this article 5 in the form of cash, or in kind, the Existing Assets that
        includes  inventory,  equipment,  vehicles, buildings, land, exploration
        rights,  surface  rights,  water right, electricity power supply and any
        other  rights  and  assets  required to allow the Company to explore and
        mine  copper  and  accompanying  precious  metals  (see Schedule "A" for
        details).

        As part of Party A's initial U.S. 52,000,000 capital investment, Party A
        shall transfer its current assets (free of encumbrances) to N Company no
        later  than ninety (90) days after the Business License is issued to the
        Company.


                                      -8-
<PAGE>
     5.3.1.     Party  A shall be solely responsible for the following expenses,
                which  can  not be part of the Company's expenses or require the
                Company  pay:

                A.  the  expenses paid to individuals, companies or governmental
                    departments  to  obtain  the Exploration and Mining Licenses
                    for  the  Company;

                B.  the cost of settling disputes between individuals, companies
                    and  governmental departments on the ownership of copper and
                    accompanying  precious  metals  mine  from  the  ore  body;

                C.  the  cost  of  relocating  any  individuals,  entity  or
                    governmental departments in Zou Ping County during the whole
                    cooperation  period;

                D.  the  pension  and  dismissal  expenses  of  any  individual,
                    employee  of  Hui  Xian  Copper & Metal Mine, and government
                    employee  who are retired or dismissed due to the signing of
                    the  Contract  and  the transferring of the Existing Assets;

                E.  the  outstanding  liability,  taxes,  or  any other debts of
                    Party  A  to  any  person,  company,  entity  or  government
                    department  before  the  cooperation  of  the  Parties.

     5.3.2.     Upon  the  transfer  of the Exploration License, Mining License,
                Business  License and the Existing Assets to the Company and the
                payment  of all the amounts contemplated by section 5.3.1, Party
                A  shall  be deemed to have made a contribution to the Company's
                registered  capital  of  $2,000,000  US.

     5.3.3.     After  the  initial  contribution of U.S. $2,000,000 by Party B,
                upon  each  payment  of  the  remaining  U.S.  $2,500,000 or the
                equivalent  amount in RMB by Party B, Party A shall be deemed to
                have  made  the  same  amount  of  contribution to the Company's
                registered  capital  by  the  same  time.

5.4.    Bank  Loans:  If the Company requires bank loans, the Company shall use
        its best efforts to obtain such funds from Chinese or foreign banks. The
        Company  shall  use  its  assets  as  collateral.

5.5.    Additional  Shareholder Contributions: If the Company requires funds in
        addition to the bank loans, the Shareholders shall contribute such funds
        to  the  Company  subject  to  the  following  conditions:

     5.5.1.     neither  Shareholder  shall  be  required to make any additional
                contribution  unless  both  parties  are  satisfied with the new
                mineral  exploration  plan,  and  such  contributions  shall  be
                invested  in  such  exploration  and  mining  projects as may be
                recommended  by  the  General Manger or Management Committee and
                approved  by  the  Board  by  a  duly  passed  resolution;


                                      -9-
<PAGE>
     5.5.2.     neither  Shareholder  shall  be  required to make any additional
                contribution  in  excess  of  the  expenditure  schedule  unless
                approved  by  the  Board by a duly passed resolution and further
                consented  to  in  writing  by  both  parties;

     5.5.3.     the  additional investment which will be governed by Chinese law
                on ratio of debt to profit and right from the shareholders shall
                be  treated  as  loan  or  registered capital, within the extent
                permitted  by  Chinese  laws;

     5.5.4.     if  the  Shareholders  are  required  to  make  additional
                contributions  under  this  article  5.5, whether in the form of
                shareholders'  loans  or  registered  capital,  each Shareholder
                shall  provide  one-half  of  such  contribution.

ARTICLE  6:  ASSIGNMENT,  ENCUMBRANCES  AND  TRANSFERS

6.1.    Assignment:  The  assets  and/or  shares  in  whole  or in part of each
        Shareholder  in  this  Contract  can  at  any  time  be  assigned by any
        Shareholder  to  a  subsidiary  upon  written  notice  to  the  other
        shareholder.

6.2.    Encumbrance  In Favor of Lenders: If the Company agrees to borrow funds
        from  a lender, any Shareholder giving a guarantee to the lender may, if
        required by the lender, mortgage or otherwise encumber its investment or
        any  part  thereof  in favor of such lender as security for the loan but
        only  if  such  lender  enters  into an agreement with both Shareholders
        (satisfactory  in  form  and  substance  to both of them) agreeing to be
        bound  by  the  provisions  of  this  Contract.

6.3.    Transfers:  It  is  not  a breach of this Contract when one Shareholder
        transfers  all  or part of its investment at any time to a subsidiary if
        notice  is  given  to  the  other  Shareholder.

ARTICLE  7:  RESPONSIBILITIES  OF  EACH  SHAREHOLDER

7.1.    Responsibilities  of  Party  B:  Party  B  shall be responsible for and
        hereby  agrees  to  perform  each  of  the following matters in a timely
        manner:

     7.1.1.     assist  the Company in engaging any foreign consultants, experts
                or  agents  the  Company  may  wish  to hire to evaluate all the
                historical  geological, exploration and mining data delivered to
                it  by  Party  A;

     7.1.2.     provide  registered  capital  and  shareholder's  loans  to  the
                Company  subject  to  and  in  accordance  with  the  terms  and
                conditions  of  articles  5.2  and  5.5  above;


                                      -10-
<PAGE>
     7.1.3.     entrusted  to  purchase on behalf of the Company, any equipment,
                vehicles,  and  machinery  the Company may need to purchase from
                outside  China;

     7.1.4.     entrusted to sell copper, other minerals and related products on
                the  Company's  behalf on the international and domestic market;

     7.1.5.     handling  any  other  matter  entrusted  by  the  Company.

7.2.    Responsibilities  of  Party  A:  Party  A  shall be responsible for and
        hereby  agrees  to perform each of the following matters at its own cost
        and  in  a  timely  manner:

     7.2.1.     obtaining  all  approvals,  licenses,  permits,  export  rights,
                registrations  and  renewals  necessary  for  establishing  the
                Company  and  enabling  the  Company to engage in the activities
                contemplated  hereafter,  including  but  not limited to (1) the
                Business License, (2) the Exploration and Mining License and (3)
                all  access  permits,  rights-of-way,  easements,  occupation
                permits,  surface  rights  and  other  such rights in respect of
                places  in Zou Ping County as the Company may reasonably request
                and  provided  those  such  licenses:

                A.  shall  be  renewed  on  application  by  the  Company (which
                    application shall be submitted at least 3 months and no more
                    than  6  months  prior to its expiration date) for a further
                    period  of  thirty (30) years so long only as the Company is
                    engaged  in exploration and/or mining operations in Zou Ping
                    County  during  such  period;

                B.  shall not be cancelable except only if the Company fails for
                    a  period  of  two  (2)  consecutive  years  to  carry  out
                    exploration  and/or  mining  of  copper  and  accompanying
                    precious  metals  in  Zou  Ping  County,  or  it  has proven
                    uneconomic  for  the  Company  to  carry  on exploration and
                    mining  during  such  period,  and the Company has failed to
                    commence  mining  operations  within  six  (6)  months after
                    receiving  the  mining  notice  from  the  Mining Authority;

     7.2.2.     granting  the  Company  for  the  entire  Duration  of the Joint
                Venture the following rights, in each case the Company and Party
                B  shall  be  free  and  clear  of  any  and all liens, charges,
                reservations  and  encumbrances:

                A.  the  exclusive right to explore for, mine and extract copper
                    and accompanying precious metals throughout Zou Ping County;
                B.  the  exclusive  right  to  process  and  refine  copper  and
                    accompanying  precious  metals  mined  or  extracted  by the
                    Company;


                                      -11-
<PAGE>
                C.  the  exclusive  right  to  market  and  sell such copper and
                    accompanying  precious  metals  on  the  international  and
                    domestic  market  through  Party  B  under  the  Exclusive
                    Marketing  and  Sales  Agreement;
                D.  all  access,  occupation,  surface,  water,  power and other
                    complementary  rights necessary or desirable for the Company
                    to  enjoy  all  of  the  above  rights;
                E.  Party  A  shall  be  responsible  for the renewal of all the
                    licenses  and  rights  listed  in  article  7.2.1.

     7.2.3.     immediately  deliver  to  Party  B  upon  request  accurate  and
                complete  copies  of  all  the  audited  financial  statements,
                production  and inventory record of Hui Xian Copper & Metal Mine
                for  the  past  three  years,  and the geological data including
                maps,  reports,  surveys,  exploration data and other historical
                data  relating  to  the  finding  and  mining  of  copper  and
                accompanying precious  metals  in  Zou  Ping  County;

     7.2.4.     provide  consultation  to  Party B and its technical experts and
                help them to obtain the data of mining and processing copper and
                accompanying precious metals referred to in article 7.2.3 above;

     7.2.5.     ensure  that  the  Company  may obtain at prices not higher than
                prices  normally paid by Chinese Joint venture enterprises, each
                of  the  followings:

                A.  all  necessary  public  facilities,  including  the right of
                    using electrical power, as may be required for the Company's
                    operation;
                B.  office  space  in  copper & metal mine in Zou Ping to enable
                    the  Company  to  carry  out  its  work  and  business;
                C.  all necessary labor and personnel as may be deemed necessary
                    by  the  Company;

     7.2.6.     assist  the  Company  to deal with all local, county, provincial
                and central government authorities, and any other parties as may
                be necessary to ensure that the Company shall be able to operate
                in  the  manner  contemplated  herein, and to ensure that all of
                Party  B's  rights  are  also  protected;

     7.2.7.     handle  such  other  matters  as  may  be entrusted to it by the
                Company.

ARTICLE  8:  THE  BOARD  OF  DIRECTORS

8.1.     Date  of  Establishment: The Board shall be established on the date the
         Business  License  is  issued.


                                      -12-
<PAGE>
8.2.    Representation:  The Board shall comprise seven (7) directors, of which
        three  (3) shall be appointed by Party A and four (4) shall be appointed
        by party B. Any director may be removed and replaced at any time and for
        any  reason  by  the  shareholder  that  appointed  such  director.

8.3.    Chairman  and Vice-Chairman: The Company shall have one Chairman of the
        Board and one Vice-Chairman. The Chairman of the Board shall be selected
        by  Party B from amongst the Board members appointed by Party B, and the
        Vice Chairman  shall  be  one  of the directors selected by party A from
        amongst  the  Board  members  appointed  by  Party  A.

8.4.    Term  of Office: The directors, Chairman and Vice-Chairman of the Board
        shall hold office for terms of three (3) years, and such terms of office
        may  be  renewed  by  the  continuous  appointment  of  the  relevant
        Shareholder.

8.5.    Legal  Representative:  The  Chairman  of  the Board shall be the legal
        representative of the Company. If the Chairman is unable to exercise his
        responsibilities  for  any  reason,  he  may  temporarily  delegate such
        responsibilities to the Vice-Chairman or any other director by a written
        authorization  sent  to  such  person and copied to the Company and each
        Shareholder.

8.6.    Quorum:  A  quorum  shall be formed by any five (5) directors. For such
        purpose,  a  director shall be deemed present at a meeting or conference
        telephone  call  either  if  he  participates  in  person  or  by  the
        representation  of  a  duly  appointed  alternate  director.

8.7.    Board  Decision: The Board shall manage the business and affairs of the
        Company. Board issues shall be decided by the approval of a 51% majority
        of the votes cast by the directors present at a duly constituted meeting
        of  the  Board  except  that  the  approval  of 75% of all the directors
        present at a duly constituted meeting of the Board shall be required for
        each  of  the  issues  set  out  below:

     8.7.1.     any  amendment  to  the  Company's  Articles  of  Association;

     8.7.2.     any increase in the registered capital of the Company other than
                an increase in the registered capital resulting from an increase
                in  the  registered  capital  resulting  from  a  requirement to
                contribute  moneys  pursuant  to article 5.5. Such increases are
                hereby  approved  in  advance  by  the  shareholders,  and  the
                Shareholders  each  agree to cause the Board to vote unanimously
                in  favor  thereof,

     8.7.3.     any  merger of the company with any other economic organization,
                or  the  creation  of another joint venture entity together with
                some  other  economic  organization;


                                      -13-
<PAGE>
     8.7.4.     dissolution of the Company for any reason prior to the expiry of
                the  Duration  of  the  Duration  of  the Joint Venture provided
                always, however, that if unanimous approval of all the directors
                is  not  achieved  in  this  regard  at  any  Board meeting duly
                convened for such purpose, a resolution for such dissolution may
                be  effectively  passed  at the next Board meeting duly convened
                for  such  purpose if approved by the votes of at least four (4)
                of  the  seven  (7)  directors  present  at  such later meeting.

8.8.    Meetings:  Board  meetings  shall  be  held  at least once per year and
        whenever  any  two (2) of the seven (7) directors may request. Directors
        may  appoint  alternate  directors to represent and vote for them, or by
        written  proxies authorize another director to vote on his behalf. Board
        meetings  may  also  be  held  by conference telephone call whereby each
        participant  is  able  to  hear and speak to each other participant. The
        Chairman  or  other  person  convening a meeting of the Board shall give
        each  director  at least ten (10) days written notice of the time, place
        and  proposed  agenda  of  the  meeting.  ,

8.9.    Deemed Quorum: If a quorum is for any reason not present within one (1)
        hour  after  the  time  set  for  a  board  meeting,  such meeting shall
        automatically  stand  adjourned  to  the  fifth  (5th)  business  day
        immediately  following  at  the  same  time and place, and the directors
        present  or deemed present at such meeting shall be deemed to constitute
        a  quorum  and  able  to  pass  effective  resolutions.

ARTICLE  9:  GENERAL  MANAGER

9.1.    General  Manager: The Board shall delegate the day-to-day management of
        the  Company  to  the  General  Manager.  The  General  Manager shall be
        nominated  and  hired  by  the  Board.

9.2.    Duties of the General Manager: The General Manager shall be responsible
        for  the  overall  management  of the Company. The General Manager shall
        report  to  the  Board,  and  his  duties  shall  include the following:

     9.2.1.     preparation  of  annual operating and capital budgeted, business
                plans  and  financial  projections  for  Board  approval;

     9.2.2.     implementing  budgets  and  plans  approved  by  the  Board;

     9.2.3.     obtaining  and  maintaining a financial accounting system and an
                internal  control  system of financing and budgeting designed by
                an  international accounting firm registered in China or a joint
                venture  international accounting firm in China, and such system
                shall  be  sent  to  the  Board  for  approval;


                                      -14-
<PAGE>
     9.2.4.     maintaining  an  accounting system of general ledgers, books and
                records  in  accordance with internationally accepted accounting
                principles  and  regulations;

     9.2.5.     payroll  administration;

     9.2.6.     labor  relations  and  personnel  administration;

     9.2.7.     supervising and administering all exploration, mining,
                processing  and  marketing  operations;

     9.2.8.     implementing  an international standard security system designed
                by  security  experts  in  respect  of  the Company's copper and
                accompanying  precious  metals  and  other  assets  that  is
                satisfactory  to  the  Board;

     9.2.9.     doing  all  things  necessary  or  advisable  to ensure that the
                business  of  the  Company and is carried out in accordance with
                this  Contract.

9.3.     The Vice-General Managers shall be nominated by the General Manager and
         appointed  by  the  Board  of  Directors.

     9.3.1.     The Vice-General Managers shall  assist  the  General Manager in
                carrying  out  his  duties.

ARTICLE  10:  PURCHASES  AND  CONTRACTS

10.1.   Purchases  Outside  China:  If  the  Company  needs  to  purchase  any
        materials,  equipment, vehicles, machinery or other items necessary from
        outside  China,  Party  B  shall  be entrusted to do so on behalf of the
        Company.

ARTICLE  11:  EMPLOYMENT  MATTERS

11.1.   Employment  Contracts: All existing employees and retired employees of
        party  A  is the responsibility of Party A. All employees required to be
        engaged  by  the  Company,  including  but  not  limited  to the General
        Manager, shall be hired pursuant to employment contracts approved by the
        Board.  Such contracts will set out, amongst other things, the title and
        duties  of the employee, the remuneration payable and the terms on which
        such  engagement  may  be terminated by the Company. Such employees, the
        Company  and the parties hereto shall be required to keep confidentially
        all  the  terms  of  the  engagement  of  such  employees.

11.2.   Labor Market: The Company shall be entitled to hire employees from the
        labor market by placing advertisements or using other direct methods for
        recruiting


                                      -15-
<PAGE>
        employees,  either  from China or from abroad, as it deems fit. Salaries
        and  benefits  payable to any management level employee from China shall
        be  based  on  standards prevailing in the Chinese labor market for such
        kind of employee, and salaries and benefits payable to any employee from
        outside  China  shall  be  based  on  standards  prevailing  in  the
        international  market  for  such  kind  of  employee.

11.3    Independent  Employment  Procedure:  the Company will handle employment
        affair,  including  dismissal  depending  on  the Company's benefit. Any
        shareholder  should  not  interfere.

ARTICLE  12:  TAXES,  FINANCE  AND  AUDIT

12.1.   Company  Taxes:  The  Company  shall  pay taxes in accordance with the
        stipulations  of  published  and  publicly  available  Chinese  laws and
        regulations  using  the  maximum deductions and allowable deductions and
        preferential  treatments  allowed  in  the  laws  and regulations of the
        Income Tax Law for Foreign Investment Enterprises and Foreign Companies.

12.2.   Personal  Taxes:  Employees of the Company shall pay individual income
        tax  according to the Individual Income Tax Law of the People's Republic
        of  China.

12.3.   Three  Funds:  The Company shall make annual allocations for a reserve
        fund,  an  expansion fund and a welfare and bonus fund for its employees
        from  its  after  -  tax  profits  as  the  Board  may  deem  fit.

12.4.   Dividend  Policy:  Party  A  and  Party  B agree that dividend will be
        distributed  in  accordance  with  the  ratio  as  set by the amount and
        duration  of  capital  investment. Unless the Board unanimously resolves
        otherwise  at  a  duly  convened  meeting, the following dividend policy
        shall  apply  throughout  the  duration  of  the  Joint  Venture:

     12.4.1.    after the loan repayments contemplated in article 5.5 have been
                paid  to  the  lender the Company shall at least once each year,
                distribute  to  the  Shareholders  all  of the after-tax profits
                remaining  by  declaring  and  paying dividends to them in equal
                proportions:

     12.4.2.    the  Company  shall use United States dollars or RMB as decided
                by  the  Board  to  distribute  dividends:

     12.4.3.    if  the  United  States  Dollars  available  from the Company's
                normal  operations  is  sufficient,  the  Company  shall pay the
                dividends  of both Shareholders with such United States Dollars;

     12.4.4.    if  the  United  States  Dollars  available  from the Company's
                normal  operation  is  insufficient to pay the dividends of both
                Shareholders  in  foreign


                                      -16-
<PAGE>
                exchange,  the  Company shall use the United States Dollars that
                it  does  have,  if any, to pay Party B's dividend on a priority
                basis.

12.5.   Fiscal year: The Company's fiscal year shall commence on January 1 and
        end  on  December 31 of each year, except for the first fiscal year that
        will  commence  on  the  day  the  Business License is issued and end on
        December  31  of  the  same  year.

12.6.   Books  of  Account:  The  Company  shall keep its books of accounts in
        English  and  Chinese,  and  in  accordance  with  generally  accepted
        international  accounting  principles.

12.7.   Accounting Currency:  The  Company  shall  use  Chinese  RMB as the base
        accounting  currency.

12.8.   Reporting to  Directors: The General Manger and the management committee
        shall  prepare  and deliver the following statements and reports to each
        member  of  the  Board:

     12.8.1.    quarterly  unaudited financial statements within four (4) weeks
                of  the  end  of  each  fiscal  quarter;

     12.8.2.    annual  unaudited  financial  statements  by  no later than the
                forty-fifth  (45th)  day  after  the  end of the previous fiscal
                year;

     12.8.3.    annual  audited  financial  statements and the auditor's report
                thereon  by  no later than the sixtieth (60th) day after the end
                of  the  previous  fiscal  year;

     12.8.4.    daily  production  record  including  inventory  of  copper and
                accompanying  precious  metals  for  sales.

12.9.   Rights  to Inspect:  Each  director shall have the right to inspect
        and  copy  the  books  of  account  of  the  Company  at  any  time.

12.10.  Auditors:  The  Company's  books  shall  be  audited by an international
        accounting  firms licensed to practice in china or which has established
        a  joint  venture in China licensed to practice in China, as selected by
        Party  B  in  writing.

12.11.  Bank  Accounts:  The  Company  shall  open such bank accounts as
        deemed  necessary  by  the  Board  of  Directors.


                                      -17-
<PAGE>
ARTICLE  13:  INSURANCE

13.1.   Standards  of  Insurance: The Company shall purchase insurance of such
        kind  and  of  such value and duration as the Board considers necessary,
        having  due reference to international insurance practices in respect of
        similar  projects.

13.2.   Choice of Insurer: The Company shall purchase such insurance  from the
        insurance  provider  that the Board considers to be the most competitive
        in  terms  of coverage dependability and cost. If the People's Insurance
        Company  of China satisfies the Board that its competitors in respect of
        all factors the Board considers material, the Company shall purchase its
        insurance  from  that  insurer.

ARTICLE  14:  INITIAL  DURATION  OF  THE  JOINT  VENTURE

14.1.   Initial  Duration:  The  Project  shall  have an initial duration (the
        "Duration  of the Joint Venture") of thirty (30) years commencing on the
        day  the  Business  License  is  issued.

14.2.   Extended  Duration:  The  Company  and  the Shareholders shall make an
        application  to  the Approval Authority at least six (6) months prior to
        the  expiry  date  of  the  Duration of the Joint Venture for same to be
        extended  as  follows:

     14.2.1.     if  the  Company  has  been profitable, for a further period of
thirty  (30)  years;

     14.2.2.     if any loan owed to Party B either by the Company or by Party A
or  vice  versa  is  not  completely repaid, for such further period, if any, as
Party  B  may  consider necessary to ensure that such loan is completely repaid.

14.3.   Continuation  of  Contract  and  Licenses: If the Duration of the Joint
        Venture is extended for any reason, notwithstanding any provision to the
        contrary  herein, this Contract shall continue in full force and effect,
        as  amended by such extension. Party A shall obtain such renewals of the
        Business  License,  Exploration  License  and  Mining  License and other
        rights  and  permits referred to in article 7.2.1 as may be necessary or
        desirable.

ARTICLE  15:  DISPOSAL  OF  COMPANY  ASSETS  ON  EXPIRY  OF  DURATION

15.1.   Liquidation  of  Assets: If  the  Duration  of the Joint Venture expires
        or is terminated pursuant to this Contract for any reason, the assets of
        the  Company shall be liquidated and the debts of the Company (including
        any  amounts  owed to any Shareholder) shall be paid. The remaining cash
        of  the  Company,  if  any,  shall  be distributed by the Company to the
        Shareholders  equally  in  accordance  with  the principles set forth in
        article  12.4.  Thereafter,  the  Company  shall;


                                      -18-
<PAGE>
     15.1.1.     make  a  full  report  of  the  liquidation  to  each  of  the
                 Shareholders;

     15.1.2.     cause  the  Business  License  to  be  canceled.

15.2.   Sale  of  Assets: The  liquidation  committee shall use its best efforts
        to  sell the non-cash assets of the Company (including the Mining Rights
        and  Sales  Rights) for the highest available price. Any Shareholder may
        purchase  all or part of those assets at a purchase price equal to their
        fair  market value, as determined by the parties by agreement (or by the
        Independent  Valuator,  if no written agreement is reached within thirty
        (30)  days). Such price may be paid by way of set-off against any amount
        that  may  be  owed  by  the  Company  to  the  purchasing  Shareholder.

15.3.   Survival of Terms: The provisions of this Article 15 shall survive the
        expiry or early termination of the Duration of the Joint Venture for any
        reason.

ARTICLE  16:  AMENDMENT  AND  TERMINATION  OF  THE  CONTRACT

16.1.   Amendment: This Contract and its two (2) schedules may only be amended
        by a written amendment agreement signed by both Party A and party B, and
        shall  come  into effect on the day such amendment agreement is approved
        by  the  Approval  Authority.

16.2.   Term  of  Contract: This Contract and its two (2) schedules shall come
        into  effect  upon  approval  by  the Approval Authority and, subject to
        article  16.3,  shall  remain in force until the procedures set forth in
        Article  15  above  have  been  completed  following the expiry or early
        termination  of  the  Duration  of  the  Joint  Venture  pursuant.

16.3.   Rescission of Contract: If for any reason the conditions precedent set
        forth  in  article  5.2 and 5.3 have not all been fulfilled or waived in
        writing  by  Party  B  on  or  prior to the 180th day after the Business
        License has been issued, this Contract shall be deemed terminated and of
        no  force and effect, the Company shall be dissolved. The party that has
        suffered  damages  resulted  from  the breach of contract can claim such
        damages  against  the  other  party.

16.4.   Early  Termination:  Either  Shareholder  may by written notice to the
        Chairman and Vice-Chairman of the Company, request the Board to consider
        and  approve  a  resolution  pursuant  to  article  8.6 to terminate the
        Duration  of  the Joint Venture prior to its expiry date only for any of
        the  following  reasons:

     16.4.1.    one  party  has  caused  an Event of Default, and has failed or
                unable  to  cure  such  Event within thirty (30) days of written
                notice  from the other party; or if such event of default cannot
                be  cured  within  thirty  (30)  days  the other shareholder has
                failed  to  use  its  efforts  to  fix  such  default;  or


                                      -19-
<PAGE>
     16.4.2.    there  has  been  a  material  change  in  the applicable laws,
                regulations  or  policies  of  the  pertinent  governmental
                authorities  that  adversely  affect  the  interests  of  such
                Shareholder;

     16.4.3.    when  the  exploration  shows  the  mining  is  economically
                unfeasible.

16.5.   Government  Approval:  If  any  Shareholder  gives a notice requesting
        early termination under article 16.4 and the board resolves according to
        article  8.6.4 to dissolve the Company, the Shareholders shall and shall
        cause  the  Company  arid  the  Board  to  make such applications to the
        Approval Authority, and to take all such other steps as may be necessary
        to  complete  the  dissolution  of  the  Company in accordance herewith.

16.6.   Survival  of  Certain  Provisions  and  Obligations: The provisions of
        Article  15  and  this  article  16.6  and  all other provisions of this
        Contract  necessary  to give full force and effect thereto shall survive
        the  expiration  or  early,  termination  of  the  Duration of the Joint
        Venture  for  any  reason.  Notwithstanding  the  termination  of  this
        Contract, no Shareholder shall by reason of such termination be relieved
        of any obligation or liability accrued prior to such termination, all of
        which  shall  remain  enforceable  until  fully  satisfied.

ARTICLE  17:  BREACH  OF  CONTRACT

17.1.     Events  of  Default:  Each  of the following events shall be deemed to
          bean  Event  of  Default:

     17.1.1.    if  any  Shareholder  shall be in breach of any of its material
                obligations  and  such  breach  shall  continue  for a period of
                thirty  (30) days from the receipt of a written notice of breach
                from  the  other  Shareholder, or if such breach cannot be cured
                within  thirty  (30) days, such Shareholder has failed or unable
                to  sue  its  best  efforts  to  cure  such  breach;

     17.1.2.    if  any  Shareholder demands a liquidation, or an order is made
                for  the  liquidation  of  such  Shareholder;

     17.1.3.    if  a  receiver  or receiver-manager is appointed in respect to
                the  whole or a substantial part of the affairs or assets of any
                Shareholder;

     17.1.4.    if  a  Shareholder is adjudged bankrupt or insolvent or files a
                proposal  bankruptcy.

17.2.   Remedies: If an Event of Default occurs, the Non-Defaulting Shareholder
        shall  be  entitled to exercise against the Defaulting Party any and all
        rights,  remedies  and  recourses permitted or at law, including without
        limitation,  the  right to obtain an


                                      -20-
<PAGE>
        injunction or order from a court of competent jurisdiction setting aside
        the  act  giving rise to such Event of Default. All such means shall not
        be  prevented  by  the  other  party.

17.3.   Interest:  Unless otherwise provided herein, any sum at any time owing
        by  any  Shareholder to the Company that is not paid when due shall bear
        interest  from  its due date at an interest rate equal to the Prime Rate
        of  the  Bank  of  Nova  Scotia  of  Canada  until  payment  in  full.

ARTICLE  18:  FORCE  MAJEURE

18.1.   Event  of  Force  Majeure: An Event of Force Majeure includes any
        fire,  explosion,  accident, earthquake, tidal wave, strike,. picketing,
        lockout,  labor  dispute,  flood,  drought,  embargo,  war,  riot  or
        insurrection, uprising, rebellion, or any other event whether similar or
        dissimilar  to the foregoing that shall be beyond the reasonable control
        of  the  Shareholder  affected.

18.2.   Notice  of  Force  Majeure: A Shareholder affected by an Event of
        Force  Majeure  shall  promptly  give  notice  thereof  to  the  other
        Shareholder  and  shall  indicate  in  such  notice,  as  accurately  as
        possible,  the  effect of such Event of force Majeure on its capacity to
        perform  its  obligations.

18.3.   Effect  of  an  Event  of Force Majeure: Subject to the giving of
        notice  provided  for  in  the  immediately  preceding  article:

     18.3.1.    the  non-fulfillment  of  any  obligation of any Shareholder by
                reason  of  an  Event  of  Force  Majeure shall not constitute a
                breach  or  an  Event  of  Default;

     18.3.2.    any  time period provided for the performance of any obligation
                of  any  Shareholder shall be postponed or extended for and by a
                duration  equal  to  the  period during which the Event of Force
                Majeure  shall  continue  to  exist.

18.4.   No Termination: An Event of Force Majeure shall not be a cause for the
        early  termination  of  this  Contract  or  of the Duration of the Joint
        venture  unless  the  . Event of Force Majeure continues for a period in
        excess  of  12 months. Under this circumstance, the Shareholders who are
        not  directly  affected  by  the  Event of Force Majeure may request the
        early  termination  of the Project pursuant to the provisions of article
        16.4.


                                      -21-
<PAGE>
ARTICLE  19:  APPLICABLE  LAW

19.1.   Published Laws of China: The formation, validity and interpretation of
        this  Contract shall be governed by the published and publicly available
        laws  of  the  People's  Republic  of  china.

19.2    Effect  of  Future  Laws:  The  Shareholders  agree  that if any law or
        regulation  of  China  that  is  amended  or changed or a new law has an
        adverse  effect  on  any Shareholder then, if such Shareholder requests,
        the  parties  shall  forthwith  amend this Contract so that such adverse
        effect  is eliminated or adjusted to the least extent possible, and each
        Shareholder shall and shall cause the Company to use its best efforts to
        cause  such  amendment  to  be  approved  by  the  approval  Authority.

ARTICLE  20:  SETTLEMENT  OF  DISPUTES

20.1.   Overriding  Principle:  Any dispute arising out of or relating to this
        Contract shall be resolved exclusively by the procedures set out in this
        Article  20.  First,  there  shall  be  friendly  discussions  between
        Shareholders  based  on  the  basis that the Shareholders have agreed to
        establish  the Company in order to generate the maximum profit for every
        party.

20.2.   Binding  Arbitration:  If  the  dispute  is  not  resolved by friendly
        discussions under the immediately preceding article, any Shareholder may
        furnish the other Shareholder a written notice requesting the dispute to
        be resolved. If the dispute is not resolved within forty (40) days after
        such  notice,  either Shareholder shall be entitled to refer the dispute
        for  arbitration  by  the  Arbitration  Institute  of  the  Stockholm
        International  Chamber  of Commerce. The award of such arbitrators shall
        be  binding  on  the  parties  and  may  enter  any  court  of competent
        jurisdiction.

ARTICLE  21:  MISCELLANEOUS

21.1.   Notices:  Any  and  all  notices  or  other communications shall be in
        writing  and  shall  be:

     21.1.1.    personally delivered by courier or by a fax or telex thereof to
                the  addressees  at  the  addresses referred to below. In the of
                personal  delivery,  such notice shall conclusively be deemed to
                have  been  given  to  the addressee thereof at the time of such
                delivery  or  on  the  next  business  day if delivered not on a
                business  day;

     21.1.2.    telexed  or  faxed  to the addressee at the numbers referred to
                below,  in  which  case such notice or other communication shall
                conclusively  be  deemed  to  have  been  given to the addressee
                thereof  on the day upon which


                                      -22-
<PAGE>
                it  was  received if received prior to 3:00 p.m. (local time) on
                such day or on the next business day if received after 3:00 P.M.
                local  time  on  a  business  day or on the next business day if
                received  not  on  a  business  day.

                For  Party  A:

                    Hui  Xian  Copper  &  Metal  Mine
                    Zou  Ping  County
                    Shandong  Province
                    People's  Republic  of  China

                    Attention:  Wang  Bao  Min
                    Telephone:  86-0-5434-320069
                    Telephone:  86-0-5434-322512

                For  Party  B:

                    Gold  Field  (Pacific)  Limited
                    2203  Cameron  Commercial  Center
                    458-460  Hennessy  Road
                    Hong  Kong

                    Attention:  Po  Sun  Liu
                    Facsimile:  852-854-2128

                Each  Shareholder  may change its address for service by written
                notice,  given  in  the  manner  provided  above,  to  the other
                Shareholder and such change shall be effective upon the date the
                notice  shall  be  deemed  to  be  received.

21.2.   Entire  Agreement: This Contract and its four (4) Schedules constitute
        the entire agreement between the parties hereto. There are no, and shall
        not  be  any, verbal or written statements, representations, warranties,
        undertakings or agreements between the parties pertaining to the subject
        matter hereof other than as expressly provided for herein. This Contract
        supersedes the Agreement between the parties dated June 20, 1993. If any
        provision  hereof  conflicts  with  any  provision  of  the  Articles of
        Association  of  the  Company or with anything in the Feasibility Study,
        the  provision  of  this  Contract  shall  prevail.

21.3.   Business  Day:  Where the time limit for the doing of anything expires
        or  falls  upon  a  day  that  is not a business day the time so limited
        extends  to and the thing may be done on the day first following that is
        a  business  Day.

21.4.   Time  of  Essence:  Time  and each of the terms and conditions of this
        Contract shall be of the essence of this Contract, and shall be strictly
        complied  with  by  each


                                      -23-
<PAGE>
        party.  Otherwise, the  party  causing  the default shall be responsible
        for  the  consequence.

21.5.   Further Assurances of Cooperation: Each of the parties hereto shall do
        all  things and execute all documents necessary or desirable in order to
        carry  out  the intents of this Contract, and shall fully cooperate with
        each  other  and the Company in all respect in good faith to ensure that
        the  Company operates in the manner contemplated herein and achieves its
        goals

21.6.   Corrective  Actions:  If  at any time during the Duration of the Joint
        venture,  any  governmental  authority  of  China enacts a law or policy
        (Unilateral  Action),  and  if  such  a Unilateral Action has the effect
        (Negative  Effect)  of  preventing  or  constraining  any  right  or  of
        materially increasing the burden of performing any obligation of Party B
        or  the  Company,  the  Company  shall, at the Company's cost, take such
        measures  (Corrective  Actions) to restore Party B or the Company to the
        position  it  would  have  retained  had such Unilateral Action not been
        taken.  Such  Corrective  Actions  may  take any or all of the following
        forms:

     21.6.1.    obtaining  from  the  relevant  authority an exemption from the
                application  of  the  Unilateral  Action  so as to eliminate any
                direct  or  indirect  Negative  Effect,

     21.6.2.    causing  the enactment of specific legislation to eliminate the
                Negative  Effect;

     21.6.3.    any  other  actions  acceptable  to  Party  B.

21.7.   Language:  This  Contract  has  been  written  in  Chinese and in
        English  and dully executed in Chinese and in English. The Parties agree
        that  both  versions  are equal, and legally binding on both Parties. In
        case of discrepancy, the meaning and spirit of the Chinese version shall
        be  used to interpret the Contract, and the English version shall be use
        as  a  reference.


                                      -24-
<PAGE>
21.8    This  Contract  has  binding  power  and  continuity.


IN  WITNESS  WHEREOF  duly  authorized  officers  of  each  of  the parties have
executed this Contract  in  Beijing,  on  this  4th  day  of  February  1994.

     Shandong Zou Ping Hui Xian          Gold  Field  (Pacific)  Limited
     Copper  &  Metal  Mine

     Per: /s/   Wang  Bao  Min          Per: /s/    Po  Sun  Liu
         -------------------------           -------------------------
         Name:  Wang  Bao  Min               Name:  Po  Sun  Liu
         Title: Mine  Director               Title: Chairman  and
                                                    Chief Executive Officer



     Witness:

/s/   Dai Zhen Fei
----------------------------------
Name: Dai Zhen Fei


                                                                February 4, 1994

Source: OneCLE Business Contracts.