FINANCIAL AND LEGAL SERVICES AND ADVICE AGREEMENT


This Agreement is made this day May 20, 1996 by and between:

1.       Arabian Shield Development Co., an American Company having its
         registered office at the State of Delaware and a branch in Jeddah City
         registered under the No: 4030097805 dated 8/3/1414 H represented in
         this Agreement by its President, Hatem Hussein El-Khalidi hereinafter
         referred to as the "First Party".

2.       Legal Advisor Nasir Ali Kadasah and Dar Al Khaleej for Researches and
         Economic Advisors represented by Mr.  Tawfiq Abdulaziz Al-Sowailim,
         hereinafter referred to as the "Second Party".

Whereas the First Party has got a mining lease to exploit Al Masane area
located in the Southern Kingdom of Saudi Arabia under the Royal Decree No. M/17
dated 1/12/1413H for a term of Thirty (30) years according to the Mining Lease
Agreement attached with the said Royal Decree.

Whereas the First Party desires to participate with "The Saudi Company For
Mining Industry" a Saudi limited liability company "under formation" which
shall purchase fifty percent (50%) of the First Party's share in the mining
lease and to mutually apply to obtain an industrial license and finance the
project, and, to apply to the Minister of Petroleum and Mineral Resources to
transfer the mining lease to the First Party and the Saudi Company jointly and
severally.

And, whereas the Second Party is able to do the necessary services for this
purpose as follows:-

1.       Formation of the said Saudi Company with a capital sufficient to
         purchase Fifty percent (50%) of the First Party's contribution in the
         mining lease, and to pay its share needed in equity for the Al Masane
         mining project.

2.       To finalize the required procedures towards issuance of the Industrial
         License from the Ministry of Industry and Electricity to bring the ore
         out of the mine and manufacture the same in Plant to be established in
         the said area near the mine.

3.       To finalize the necessary procedures to obtain the loan requested from
         the Industrial Development Fund.

4.       To apply for and receive loans from commercial banks necessary to
         finance the project.

5.       To apply and obtain the Ministerial resolution of the Minister of
         Petroleum and Mineral Resources approving transference of the mining
         lease to the First Party and the above mentioned Saudi Company jointly
         and severally.
Therefore, the Two Parties agree as follows:-
<PAGE>   2
FIRST:

The abovementioned recitals shall be considered as an integral part of this
Agreement and constructor of the same.

SECOND:

The Parties shall fulfill the duties hereunder and draw a workplan from time to
time to distribute the responsibilities and functions of each party to achieve
the aim of this agreement.

THIRD:

Each Party shall keep the other one informed with all of his actions and
contacts to avoid inconsistency and insure harmony between the Parties.

FOURTH:

The First Party acknowledges that upon execution of this Agreement the Second
Party shall be the sole responsible and authorized person to perform
abovementioned duties and that the First Party shall no longer be obligated by
any similar to or contradictory with the above duties.

FIFTH: FEES

The First Party shall pay the fees to the Second Party divided as follows:-

TO THE LEGAL ADVISOR:  NASIR ALI KADASAH

1.       To Mr. Nasir Ali Kadasah the sum of US$ 10,000/- (US Dollar Ten
         Thousand Only) upon issuance of the Industrial License of the project
         from the Ministry of Industry and Electricity.

2.       To Mr. Nasir Ali Kadasah the sum of US$ 10,000/- (US Dollar Ten
         Thousand Only) upon approval of the Industrial Development Fund to
         grant the requested loan to the Project.

3.       The First Party shall grant Mr. Nasir Ali Kadasah with 1,025,000 (One
         Million Twenty Five Thousand) shares of its authorized unissued common
         stock without consideration plus the option to purchase 1,425,000 (One
         Million Four Hundred and Twenty Five Thousand) shares of its
         authorized unissued common stock for One Dollar per share and this
         right shall remain valid for Five (5) years from the date of
         registration of the Saudi Company.  Such rights shall be apportioned
         as follows:-

         a)      The right to be granted and to purchase 15% (Fifteen percent)
                 of all abovementioned shares upon issuance of Industrial
                 License, i.e. a grant of 153,750 (One Hundred and Fifty Three
                 Thousand Seven Hundred and Fifty) shares without consideration
                 and the right to purchase 213,750 (Two Hundred and Thirteen
                 Thousand Seven Hundred and Fifty) shares for one dollar per
                 share.
<PAGE>   3
         b)      The right to be granted and to purchase 25% (Twenty Five
                 percent) of all abovementioned shares upon approval of the
                 Industrial Development Fund to grant the requested loan; i.e.
                 a grant of 256,250 (Two Hundred and Fifty Six Thousand Two
                 Hundred and Fifty) shares without consideration and the right
                 to purchase 356,250 (Three Hundred and Fifty Six Thousand Two
                 Hundred and Fifty) shares for one dollar per share.

         c)      The right to be granted and to purchase 15% (Fifteen percent)
                 of all abovementioned shares upon approval of the Commercial
                 Banks of the requested loan; i.e. a grant of 153,750 (One
                 Hundred and Fifty Three Thousand Seven Hundred and Fifty)
                 shares without consideration and the right to purchase 213,750
                 (Two Hundred and Thirteen Thousand Seven Hundred and Fifty)
                 shares for one dollar per share.

         d)      The right to be granted and to purchase 15% (Fifteen percent)
                 of all abovementioned shares upon registration of the Saudi
                 Company and payment - by its shareholders - of an amount US$
                 10,625,000 (US Dollar Ten Million Six Hundred and Twenty Five
                 Thousand) to the First Party as a price of 50% (Fifty percent)
                 of the First Party's share in the mining lease and payment of
                 another amount of US$ 13,000,000 (US Dollar Thirteen Million)
                 as their contribution in the required capital of the project,
                 i.e. a grant of 153,750 (One Hundred and Fifty Three Thousand
                 Seven Hundred and Fifty) shares without consideration and the
                 right to purchase 213,750 (Two Hundred and Thirteen Thousand
                 Seven Hundred and Fifty) shares for one dollar per share.

         e)      The right to be granted and to purchase 30% (Thirty percent)
                 of all abovementioned shares upon issuance of the Ministerial
                 resolution from the Minister of Petroleum and Mineral
                 Resources permitting the transference of ownership of the
                 license to the First Party.

                 And the Saudi Company jointly and severally, i.e. a grant of
                 307,500 (Three Hundred and Seven Thousand Five Hundred) shares
                 without consideration and 427,500 (Four Hundred and Twenty
                 Seven Thousand Five Hundred) shares for one dollar against
                 each share.
<PAGE>   4
TO THE ECONOMIC ADVISOR: DAR AL KHALEEJ FOR RESEARCH AND ECONOMIC ADVICE

1)       Dar Al Khaleej for Research and Economic Advice shall be paid the sum
         of US$ 10,000/- (US Dollar Ten Thousand) upon issuance of the
         Industrial License from the Ministry of Industry and Electricity to
         the project.

2)       The First Party shall grant Mr. Tawfiq Abdulaziz Al-Sowailim 975,000
         (Nine Hundred and Seventy Five Thousand) shares of the First Party's
         authorized unissued common stock without consideration as well as a
         right to purchase 875,000 (Eight Hundred and Seventy Five Thousand)
         shares from the First Party's authorized unissued common stock for One
         Dollar per share and such right shall continue valid for a term of
         Five (5) years from the date of formation of the Saudi Company.

         The above rights shall be apportioned only as follows:-

         a)      The right to be granted and to purchase 15% (Fifteen percent)
                 of all abovementioned shares upon issuance of the Industrial
                 License, i.e. to grant 146,250 (One Hundred and Forty Six
                 Thousand Two Hundred and Fifty) shares without consideration
                 and the right to purchase 131,250 (One Hundred and Thirty One
                 Thousand Two Hundred and Fifty) shares for one dollar per
                 share.

         b)      The right to be granted and to purchase 25% (Twenty Five
                 percent) of all abovementioned shares upon approval of the
                 Industrial Development Fund to grant the requested loan; i.e.
                 to grant 243,750 (Two Hundred and Forty Three Thousand Seven
                 Hundred and Fifty) shares without consideration and the right
                 to purchase 218,750 (Two Hundred and Eighteen Thousand Seven
                 Hundred and Fifty) shares for one dollar per share.

         c)      The right to be granted and to purchase 15% (Fifteen percent)
                 of all abovementioned shares upon approval of the Commercial
                 Banks to grant the requested loan; i.e. 146,250 (One Hundred
                 and Forty Six Thousand Two Hundred and Fifty) shares without
                 consideration and the right to purchase 131,250 (One Hundred
                 and Thirty One Thousand Two Hundred and Fifty) shares for one
                 dollar per share.

         d)      The right to be granted and to purchase 15% (Fifteen percent)
                 of all abovementioned shares upon registration of the Saudi
                 Company and payment - by its Shareholders - an amount of US$
                 10,625,000 (US Dollar Ten Million Six Hundred and Twenty Five
                 Thousand) to the First Party as the price of 50% (Fifty
                 percent) of the First Party's share in the mining lease and
                 payment of another amount of US$ 13,000,000 (US Dollar
                 Thirteen Million) as their contribution in the required
                 capital of the project, i.e. to grant 146,250 (One Hundred and
                 Forty Six Thousand Two Hundred and Fifty) shares without
                 consideration and the right to purchase 131,250 (One Hundred
                 and Thirty One Thousand Two Hundred and Fifty) shares for one
                 dollar per share.
<PAGE>   5
         e)      The right to be granted and to purchase 30% (Thirty percent)
                 of all abovementioned shares upon issuance of the Ministerial
                 resolution of the Minister of Petroleum and Mineral Resources
                 permitting transference of the ownership of the mining lease
                 to the First Party and the Saudi Company jointly and
                 severally, i.e. to grant 292,500 (Two Hundred and Ninety Two
                 Thousand Five Hundred) shares without consideration and the
                 right to purchase 262,500 (Two Hundred and Sixty Two Thousand
                 Five Hundred) shares for one dollar per share.

SIXTH:

Sale and grant of abovementioned shares shall be subject to the Rules of sale
of such shares to non-Americans promulgated by Securities and Exchange
Commission (Rule 144).

SEVENTH:

Duties of the First Party hereunder shall be subject to the approval of the
Board of Directors of Arabian Shield Development Company and the First Party
will provide the Second Party with a copy of the approval, within two weeks, if
issued.  In case such approval is not issued, then, this Agreement shall,
automatically, be cancelled and the Second Party shall have no right to ask for
any compensation.

EIGHTH:

The term of this Agreement shall be Twelve (12) months from the date of the
Second Party's receipt of Arabian Shield Development Company's approval and
receipt of all required documents to perform the duties of the Second Party -
unless the delay caused by the First Party or agreement is reached by in
writing by both parties to renew or extend this agreement.

NINTH:

If any dispute arise between the parties in relation to understanding or
performance of this Agreement it shall be solved amicably.  If this is not
achieved then the dispute shall be referred to Arbitration according to Saudi
Arbitration law.
<PAGE>   6
The Second Party acknowledges that it shall not be entitled to any fees or
compensation against his mentioned duties beyond the scope of the stages
mentioned in this Agreement.



         FIRST PARTY                       SECOND PARTY

For:   Arabian Shield Development Co.    1.   Nasir Ali Kadasah
       /s/ Hatem Hussein El-Khalidi           /s/ Nasir Ali Kadasah
                                          
by:    Hatem Hussein El-Khalidi          2.   Dar Al Khaleej for Research and
                                                 Economic Advisors
                                          
                                         by   Tawfiq Abdulaziz Al-Sowailim
                                                /s/ Tawfiq Abdulaziz Al-Sowailim
                                          
<PAGE>   7




                       ARABIAN SHIELD DEVELOPMENT COMPANY
                         10830 North Central Expressway
                                   Suite 175
                           Dallas, Texas 75231 U.S.A.

P.O. Box 1516, Jeddah 21441
Saudi Arabia
C.R. 4030097605 o C.C.J.45522

Administration Tel.       { 642 6529
                          { 643 5410
Technical Office Tel.     { 667 3534
                          { 669 0641
Fax: { 643 3410
     { 669 0641

3 March, 1997


Mr. Nasir Ali Kadasah
Dar Ali Khaleej for Research and Economic Advisors
Riyadh
Saudi Arabia

Gentlemen:

     Reference is made to the "Financial And Legal Services And Advise
Agreement", dated May 20, 1996.  It is requested that certain texts in the
Agreement be changed to the following, to confirm with our present
understanding:

Page 1, (4th Paragraph)
Whereas the First Party desires to participate with "The Saudi Company For
Mining Industries" a Saudi Limited Liability Company "under formation", in
which First Party shall own 50% of the stock of the said Company, while the
other 50% shall be owned by Saudi Shareholders.

     This Company shall apply to obtain an industrial license and finance the
project, and shall apply to the Minister of Petroleum and Mineral Resources to
transfer the mining Lease, now held by First Party to the "Saudi Company For
Mining Industries"

Page 3 (fifth paragraph)
e)  The right to be granted and to purchase 30% (thirty percent) of all above
mentioned shares upon issuance of the Ministerial resolution from the Minister
of Petroleum and Mineral Resources permitting the transference of the ownership
of the mining lease to the Saudi Company For Mining Industries", i.e, a grant
of 307,500 (three hundred and seven thousand five hundred) shares without
consideration and the option to purchase 427,500 (Four hundred and twenty seven
thousand five hundred) shares for one (1) dollar per share.

Page 5 (first paragraph)
a)  the right to be granted and to purchase 30% (thirty percent) of all above
mentioned shares upon issuance of the Ministerial Resolution of the Minister of
Petroleum and Mineral Resources permitting transference of the ownership of the
mining lease to the "Saudi Company For Mining Industries" i.e. a grant of
292,500 (two hundred and ninety two
<PAGE>   8
                       ARABIAN SHIELD DEVELOPMENT COMPANY
                         10830 North Central Expressway
                                   Suite 175
                           Dallas, Texas 75231 U.S.A.

P.O. Box 1516, Jeddah 21441
Saudi Arabia

C.R. 4030097605 o C.C.J.45522

Administration Tel.       { 642 6529
                          { 643 5410
Technical Office Tel.     { 667 3534
                          { 669 0641
Fax: { 643 3410
     { 669 0641


Date:      3 March, 1997


                                     
                                    - 2 -

thousand five hundred) shares without consideration and the option to purchase
262,500 (two hundred sixty two thousand five hundred) shares for one dollar per
share.


                                         Very truly yours
                                
                                         Arabian Shield Development Company
                                
                                                  /s/ Hatem El-Khalidi
                                
                                         by:  Hatem El-Khalidi, President
                                
Agreed to:

Nasir Ali Kadasah


by:
         /s/ Nasir Ali Kadasah            
     --------------------------------------

date:
         15/3/97                          
     --------------------------------------

Dar Al Khaleej For Research and Economic Advisors

by:      /s/ Tawfiq Abdulaziz Al-Sowailim 
     --------------------------------------

date:
         March 16th, 97                   
     --------------------------------------

Source: OneCLE Business Contracts.