GOLDEN STAR RESOURCES LTD
EXHIBIT 10.24
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>7
<FILENAME>a5110399ex10_24.txt
<DESCRIPTION>EXHIBIT 10.24
<TEXT>
                                                                   Exhibit 10.24




                         L I C E N C E  A G R E E M E N T





                                     BETWEEN





                            BIOMIN TECHNOLOGIES S.A.
                            ------------------------





                                       and





                               BOGOSO GOLD LIMITED
                               -------------------








<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

1.   DEFINITIONS AND INTERPRETATION............................................1

     1.1  Definitions..........................................................1

     1.2  Interpretation.......................................................6

2.   GRANT OF LICENCE..........................................................7

3.   TERM......................................................................9

4.   IMPROVEMENTS AND DEVELOPMENTS.............................................9

5.   LICENCE FEE..............................................................10

6.   CONSTRUCTION OF PLANT....................................................11

7.   COMMISSIONING OF PLANT...................................................13

8.   OPERATIONAL SUPPORT AND TRAINING.........................................14

9.   GENERAL OBLIGATIONS OF BOTH PARTIES......................................15

10.  CONCENTRATE NOT OF FEEDSTOCK QUALITY.....................................15

11.  BREACH...................................................................16

12.  TERMINATION OF AGREEMENT AND DISMANTLING OF PLANT........................16

13.  EXCLUSION OF WARRANTIES..................................................17

14.  CONFIDENTIALITY..........................................................20

15.  FORCE MAJEURE............................................................21

16.  WARRANTY OF AUTHORITY....................................................21

17.  RELATIONSHIP OF PARTIES..................................................21

18.  ASSIGNMENT...............................................................22

19.  PROTECTION OF PROCESS....................................................22

20.  NOTICES..................................................................23

21.  MISCELLANEOUS ...........................................................24

     21.1 Variation...........................................................24

     21.2 Waivers.............................................................24

     21.3 Rights of Third Parties Act.........................................24

     21.4 Payments............................................................24

     21.5 Proper Law..........................................................25

     21.6 Arbitration of Disputes.............................................25

     21.7 Severability........................................................25

     21.8 Costs...............................................................25

     21.9 Successors Bound....................................................26

                                       -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
                                                                            Page


     21.10 Entire Agreement...................................................26

     21.11 Interest...........................................................26



                               SCHEDULES ATTACHED

 Schedule 1               BIOX(R) Battery Limits

 Schedule 2               Confidentiality Deed

 Schedule 3               Feedstock Quality

 Schedule 4               Process Performance Guarantees

 Schedule 5               Tests and Procedures

 Schedule 6               Schedule of Rates

 Schedule 7               Deed of Power of Attorney

 Schedule 8               Estimated Time and Cost of Consulting

 Schedule 9               Address for Service

 Schedule 10              Licencees of the BIOX(R) Process



                                    ANNEXURES

Annexure A               Testwork Agreement dated 30 October 2000

Annexure B               Licence Area Map

                                      -ii-
<PAGE>

THIS LICENCE AGREEMENT is made this 28th day of June 2004.

BETWEEN:  BIOMIN  TECHNOLOGIES  S.A.,  a  company  incorporated  in  Switzerland
          and having its registered  office there at c/o  Progressia  Societe de
          Gestion SA, rue St-Pierre 18, 1700 Fribourg,  Switzerland (hereinafter
          with its successors and assigns known as "BIOMIN")


AND:      BOGOSO  GOLD  LIMITED,  a  company  incorporated  in Ghana and  having
          its registered office there at 12 Akosombo Road,  Airport  Residential
          Area, Accra, Ghana. (hereinafter with its successors and assigns known
          as "BGL")

WHEREAS:

A.   BIOMIN is the proprietor of a process known as the BIOX(R)  Process whereby
     micro-organisms are used in the oxidation of certain gold bearing sulphidic
     minerals in order to  facilitate  gold recovery and BIOMIN is in possession
     of and has access to technology and know-how pertaining to such a process.

B.   BGL is the owner and  operator of the Bogoso  Gold Mine  situated at Bogoso
     and also the Prestea,  Mansiso,  Obuom and Asikuma Gold Mines, all situated
     in Ghana.

C.   BGL wishes to use the BIOX(R) Process at the Bogoso Gold Mine and BIOMIN is
     willing to allow such use and the parties have  accordingly  entered into a
     Testwork  Agreement  attached as Annexure  "A" ("the  Testwork  Agreement")
     which deals in principle with some of the matters  relating to such use. If
     any  provision  of this  Agreement  conflicts  with  any  provision  of the
     Testwork Agreement, the relevant provision of this Agreement will prevail.

D.   BIOMIN and BGL (hereinafter  referred to as "the parties") are now entering
     into this Agreement to record in more detail and  comprehensively the terms
     and conditions  upon which the use of the BIOX(R)  Process will be allowed,
     using Inoculum provided by BIOMIN.

E.   Notwithstanding their efforts pursuant to this Agreement, the parties shall
     remain separate and distinct  entities,  involved in businesses and efforts
     independent  hereof and of each other.  The parties wish to provide for and
     record the basis of their relationship.


THE PARTIES ACCORDINGLY AGREE THAT:

1.   DEFINITIONS AND INTERPRETATION

     1.1  Definitions

          In this  Agreement  (which term  includes the Recitals and  Schedules)
          unless the context requires otherwise:

          1.1.1         "Affiliates"            in relation to a person, means
                                                any person, partnership, limited
                                                liability company,joint venture,
                                                corporation, entity or other
                                                form of enterprise which
                                                controls, is controlled by, or
                                                is under common control with
                                                that party. As used herein,
                                                "control" means the ability,
                                                directly or indirectly, to
                                                direct or cause the direction
                                                of management and policies of a
                                                person or entity through
                                                (i)   the legal or beneficial
                                                      ownership of voting
                                                      securities or membership
                                                      interests;
                                                (ii)  the right to appoint
                                                      managers, directors or
                                                      corporate management;
                                                (iii) contracts;
                                                (iv)  operating voting trusts;
                                                (v)   family relationship;
                                                (vi)  agency; or
                                                (vii) otherwise.

          1.1.2         "Ancillary Costs"       means the reasonable costs of
                                                accommodation, meals and local
                                                and international travel on a
                                                business class basis, which have
                                                not been supplied by BGL in
                                                terms of Clause 6.7.

          1.1.3         "Approved Contractor"   means the contractor appointed
                                                by BGL for the construction of
                                                the BIOX(R) Plant, as approved
                                                by BIOMIN pursuant to Clause
                                                6.3.

          1.1.4         "BGL Material"          means the concentrate produced
                                                by the processing through a
                                                flotation plant of run of mine
                                                ore extracted by BGL from its
                                                Bogoso, Prestea, Mansiso, Obuom
                                                and Asikuma Mines, as shown on
                                                the Licence Area Map annexed as
                                                Annexure B.

                                        2
<PAGE>

          1.1.5         "BIOX(R) Battery
                        Limits"                 means all areas of the BIOX(R)
                                                Plant:

                                                (a)   that fall within the bund
                                                      walls and vertical
                                                      projections thereof
                                                      surrounding each of the
                                                      surge/stock tanks and
                                                      nutrient make up facility,
                                                      BIOX(R) reactors,
                                                      countercurrent decantation
                                                      thickeners and
                                                      neutralisation units; and;

                                                (b)   where the BIOX(R)
                                                      compressors/blowers and
                                                      cooling towers are
                                                      situated;

                                                all of which are shown on the
                                                flow chart annexed as Schedule
                                                1.

          1.1.6         "BIOX(R) Plant"         means all components and
                                                equipment of the processing
                                                plant to be constructed in
                                                accordance with the Process
                                                Design Package within the
                                                BIOX(R) Battery Limits set out
                                                in Schedule 1, at the Bogoso
                                                Mine in Ghana.

          1.1.7         "BIOX(R) Process"       means the know-how and
                                                technology in respect of the
                                                biological process pursuant to
                                                which microorganisms are used in
                                                the oxidation of certain gold
                                                bearing sulphidic minerals to
                                                facilitate gold recovery.

                                        3
<PAGE>

          1.1.8         "BIOX(R) Proprietary
                        items"                  means the impellers, air
                                                dispersers and cooling coils of
                                                the BIOX(R) Plant.

          1.1.9         "Business Day"          means a day on which the main
                                                branch of Barclays Bank in Ghana
                                                is open for business.

          1.1.10        "Competitive Supplier"  means any supplier of a tank
                                                bacterial process for the
                                                processing of gold bearing
                                                minerals (or its Affiliates) or
                                                any person engaged in research
                                                on such technology (or its
                                                Affiliates) other than BIOMIN
                                                and its Affiliates.

          1.1.11        "Confidentiality Deed"  means a deed substantially in
                                                the form of Schedule 2.

          1.1.12        "Date of Commence-
                        ment of Operations"     means the date on which oxidized
                                                ore slurry is first received
                                                into the carbon-in-leach ("CIL")
                                                Plant from the final thickener
                                                underflow from the BIOX(R)
                                                Plant.

          1.1.13        "Deemed Capital Cost"   means US$ 15 million, as stated
                                                in Clause 5.4.

          1.1.14        "Dollars" and "$" sign  means the lawful currency the
                                                United States of America.

          1.1.15        "Effective Date"        means the date of this Agreement
                                                as stated in its heading.

          1.1.16        "Event of Force
                        Majeure"                means any occurrence occurring
                                                beyond the reasonable control of
                                                the party affected by it and,
                                                without limiting the generality
                                                of the aforegoing, includes:

                                        4
<PAGE>

                                                (a)   was (declared or
                                                      undeclared), civil
                                                      commotion, riot, political
                                                      unrest, military action or
                                                      an act of sabotage or
                                                      terrorism;

                                                (b)   strike, lockout and
                                                      industrial action, dispute
                                                      or any other kind of
                                                      disturbance;

                                                (c)   an act or failure to act
                                                      of government or a
                                                      governmental agency, in
                                                      either case whether de
                                                      jure or de facto;

                                                (d)   a storm, tempest, fire,
                                                      flood, earthquake or other
                                                      calamity;

                                                (e)   delay in obtaining or
                                                      inability to obtain any
                                                      governmental permit,
                                                      consent or authority
                                                      necessary to implement any
                                                      material aspect of this
                                                      Agreement.

          1.1.17        "Feedstock Quality"     means the quality parameters set
                                                out in Schedule 3.

          1.1.18        "Inoculum"              means the microorganisms used in
                                                the oxidation of certain gold
                                                bearing sulphidic minerals in
                                                accordance with the BIOX(R)
                                                Process.

          1.1.19        "Licence Fee"           means the fee payable by BGL in
                                                terms of Clause 5.1 or any part
                                                of such fee payable as an
                                                installment in terms of Clause
                                                5.2.

                                        5
<PAGE>

          1.1.20        "Manuals"               means the BIOX(R) Operating
                                                Manual and the BIOX(R) Inoculum
                                                Build-up Manual, developed,
                                                prepared and issued by BIOMIN,
                                                or any of them, as the same may
                                                be revised, replaced or
                                                supplemented from time to time
                                                by BIOMIN.

          1.1.21        "Performance Test"      means the performance test for
                                                the BIOX(R) Plant set out in
                                                Schedule 4.

          1.1.22        "Performance Acceptance
                        Date"                   means the first day on which the
                                                operational parameters, as set
                                                out in Schedule 4, are met or
                                                are deemed to have been met in
                                                accordance with Clause 7.3.

          1.1.23        "Process Design
                        Package"                means a set of documents
                                                prepared by BIOMIN consisting of
                                                a process description, process
                                                flow diagram, detailed mass and
                                                heat balances, process
                                                instrumentation and valve
                                                diagrams, detailed equipment
                                                lists, process design
                                                specification and a process
                                                control philosophy all of which
                                                were or will be developed with
                                                a view to procuring performance
                                                of the BIOX(R) Plant.

     1.2  Interpretation

          In this Agreement, unless the context requires otherwise:

                                        6
<PAGE>

          1.2.1         words  importing  any one  gender  include the other two
                        genders,  the  singular  includes  the  plural  and vice
                        versa, and references to natural persons include created
                        entities  (whether   or  not  having  a corporate  legal
                        personality);

          1.2.2         headings  are used for convenience  only  and  shall not
                        be used in the interpretation of this Agreement;

          1.2.3         words or  phrases  defined  in  Clause  1.1 shall, where
                        they  appear  in  any  other  grammatical  form, have  a
                        meaning  corresponding  to  the  defined meaning.

2.   GRANT OF LICENCE

     2.1  BIOMIN hereby grants to BGL a  non-exclusive  right and license to use
          the BIOX(R) Process for the term of this Agreement at its Bogoso Mine,
          situated at Bogoso in Ghana, solely for the purpose of:

          2.1.1         erecting and commissioning the BIOX(R) Plant;

          2.1.2         treating  BGL  Material or (subject to clause 2.4) other
                        material  (for  itself  or  on  a  toll  basis for third
                        parties) through the BIOX(R) Plant.

     2.2  BGL shall not use or allow the use of the BIOX(R) Process at any other
          place or for any other  purpose than as stated in Clause 2.1.  Without
          derogating from the generality of the aforegoing, BGL shall not:

          2.2.1         upgrade,  extend  or  expand  the  BIOX(R)  Plant beyond
                        the nominal design  capacity of 349 (three  hunderd  and
                        forty  nine)  metric tons per day of  BGL  Material,  as
                        specified  in  the  Process Design Package  without  the
                        prior consent of BIOMIN (not to be unreasonably withheld
                        or delayed); or

          2.2.2         replace any components  which would result in anincrease
                        in  capacity  of  the BIOX(R)  Plant  beyond the  design
                        capacity   specified  in  the  Process  Design   Package
                        without   the  prior  consent  of  BIOMIN (not   to  be
                        unreasonably   withheld  or delayed).

     2.3  If BGL desires an  extension,  expansion or  replacement  or wishes to
          build an entirely new BIOX(R) Plant, for the purpose of processing BGL
          Material,  whether or not such new BIOX(R) Plant would be based on the
          Process Design  Package,  the parties shall in good faith endeavour to
          negotiate  a new  licensing  agreement  based  on  similar  terms  and
          conditions as agreed in this licensing agreement, provided that:

                                        7
<PAGE>

          2.3.1         neither  party  shall  have  any  liability  if  such an
                        agreement    cannot   be  successfully   negotiated  for
                        whatever reason;

          2.3.2         if  the  parties  are unable to reach  agreement on such
                        extension, expansion, replacement or new  BIOX(R) Plant,
                        BGL  shall  not commence construction thereof.

     2.4  Should BGL wish to use the  BIOX(R)  Process at the  BIOX(R)  Plant to
          treat  material  other than BGL  Material  on a toll basis for a third
          party, or treat material other than BGL Material for BGL itself,  then
          such material  shall be tested by both parties to ensure that it is of
          Feedstock  Quality as  described in Schedule 3. If the material is not
          of Feedstock Quality, then the provisions of Clause 10 shall apply. In
          addition,  BGL shall pay BIOMIN a tolling fee of US$ 1.50 per ounce of
          gold sold  containing  material other than BGL Material which has been
          treated at the BIOX(R) Plant.

     2.5  BIOMIN  undertakes to cause BGL to be entered as a registered  user of
          the registered  "BIOX(R)"  trade mark in respect of the BIOX(R) Plant,
          for the duration of this Agreement.

     2.6  The registered  user  agreement  being entered into pursuant to Clause
          2.5 shall include terms  providing for the automatic  cancellation  of
          such agreement upon termination of this Agreement.

     2.7  Subject  to  clause  18.1,  BGL  shall  not,  during  the term of this
          Agreement  or at any time  thereafter  without  the prior  consent  of
          BIOMIN, in any country whatsoever:

          2.7.1         assign   or  otherwise  provide  to  any third  party  a
                        sublicense,  grant,  or  use of any right granted to BGL
                        herein;

          2.7.2         apply  to  patent  the  BIOX(R) Process or the bacterial
                        strain  used  in  the BIOX(R) Process or to register the
                        term BIOX(R) as a trade mark;

          2.7.3         attack the  validity  of the  patents granted in respect
                        of the BIOX(R) Process or the  registration of the trade
                        mark BIOX(R) or BIOMIN's common law rights in and to the
                        trade mark  BIOX(R) and the BIOX(R) Process.

          2.7.4         attack BIOMIN's title to the patents  granted in respect
                        of  the  BIOX(R)  Process,  or any of its registered and
                        common law rights to the BIOX(R) Process.

     2.8  BGL shall use the term "BIOX(R)" whenever it makes written reference ,
          and the term  "BIOX(R)"  wherever  it  makes  oral  reference,  to the
          BIOX(R)  Process  or the  BIOX(R)  Plant  and  shall not use any other
          trademark,  term,  name or  description  in  relation  to the  BIOX(R)
          Process or BIOX(R) Plant.

                                        8
<PAGE>

     2.9  Upon termination of this Agreement,  BGL shall join with BIOMIN in any
          application which may be necessary to cancel the registration, if any,
          of BGL as a registered user in respect of the BIOX(R) trade mark.

     2.10 For the purpose of Clause  2.9,  BGL shall,  simultaneously  with this
          Agreement,   execute  a  Power  of   Attorney  in  favour  of  BIOMIN,
          substantially in the form of Part A of Schedule 7.

     2.11 The licence  granted to BGL pursuant to Clause 2.1 and this  Agreement
          shall not include the right to grant any  sub-license to any person or
          entity.

3.   TERM

     3.1  This Agreement shall commence on the Effective Date and shall continue
          until terminated:

          3.1.1         by unanimous agreement of the parties;

          3.1.2         pursuant to Clauses 6.9 or 11.1 or 15.3;

          3.1.3         upon written  notice to BGL from BIOMIN if  construction
                        of  the BIOX(R)  Plant shall not have been  completed on
                        or before a date two years after the Effective Date;

          3.1.4         upon  written  notice  to BGL  from  BIOMIN if,following
                        its construction, the BIOX(R)  Plant is not  operated to
                        process  BGL  Material  for  any continuous period of at
                        least twelve months,

          whichever is the earliest.

     3.2  The  termination  of this  Agreement  shall not in any way  affect the
          parties'   respective   continuing   obligations   in   terms  of  the
          Confidentiality  Deed  attached  hereto as Schedule 2 or any covenants
          signed  pursuant to the  Confidentiality  Deed or any  confidentiality
          undertakings  which have been signed by third parties pursuant to this
          Agreement.

     3.3  BGL  undertakes  to notify  BIOMIN in writing  where  possible  of any
          intended permanent or temporary  cessation of operations  scheduled to
          last for more than a quarter at the BIOX(R) Plant and the  anticipated
          dates thereof as well as the date of resumption of any operations.

4.   IMPROVEMENTS AND DEVELOPMENTS

     4.1  BGL shall  promptly  disclose  in writing  to BIOMIN  all  inventions,
          improvements  and  developments  made by its employees  contractors or
          agents of which it is aware in respect of the  BIOX(R)  Process or the
          BIOX(R) Plant.

                                        9
<PAGE>

     4.2  All such inventions,  improvements or developments, whether patentable
          or not, shall belong to BIOMIN and BGL shall,  at BIOMIN's  reasonable
          request  and  cost,  procure  the  signing  of all  documents  and the
          performance of all acts which may be necessary to prove BIOMIN's title
          thereto and to enable  BIOMIN to apply for and obtain  patent or other
          protection in respect thereof throughout the world.

     4.3  BIOMIN  shall  inform  BGL  of  all   inventions,   improvements   and
          developments  in  respect of the  BIOX(R)  Process in which it obtains
          proprietary rights after the Effective Date.

     4.4  Any  information  disclosed  in terms of Clause 4.1 shall,  after such
          disclosure, and any inventions, improvements and developments referred
          to in Clause 4.3 shall,  be included in the definition of the "BIOX(R)
          Process" for purposes of this Agreement.

     4.5  BGL  shall  be  entitled  to  use  all  inventions,   improvements  or
          developments  referred to in Clauses  4.1, 4.2 and 4.3 pursuant to the
          terms  of this  Agreement  and no  additional  consideration  shall be
          payable to BIOMIN in respect of such use.

5.   LICENCE FEE

     5.1  In  consideration  for the grant of the rights  referred  to in Clause
          2.1, BGL shall pay to BIOMIN in cash or by  telegraphic  transfer to a
          bank account designated by BIOMIN, and without deduction or set-off, a
          licence fee equal to 10 % (ten per centum) of the Deemed  Capital Cost
          of the BIOX(R) Plant.

     5.2  The  amount  due to BIOMIN in terms of Clause  5.1 shall be payable in
          installments, as follows:

          5.2.1         25 % of  the  fee  upon  notification of a  decision  by
                        BGL to proceed with the construction  of a BIOX(R) Plant
                        at the Bogoso Mine;

          5.2.2         25  %  of  the  fee   on the  Date  of  Commencement  of
                        Operations;

          5.2.3         50 % of the fee after  completion of a  Performance Test
                        as  per Schedule  5  demonstrating  the  achievement  of
                        the  operational parameters  set  out  in Schedule 4, or
                        twelve  (12) months after  the Date of  Commencement  of
                        Operations, if through no fault of its own,BIOMIN cannot
                        complete a  Performance  Test within twelve months after
                        the Date of  Commencement  of Operations, whichever date
                        occurs first.

                                       10
<PAGE>

     5.3  Each  installment  payable  in terms of  Clause  5.2  shall be paid in
          accordance with Clauses 21.4 and 21.12.

     5.4  The  Deemed  Capital  Cost  referred  to in  Clause  5.1  shall be US$
          15,000,000 (Fifteen Million Dollars).

6.   CONSTRUCTION OF PLANT

     6.1  It is hereby  recorded that BIOMIN  provided BGL with a Process Design
          Package for the  construction  of the BIOX(R) Plant at the Bogoso Mine
          on 3 April 2001.

     6.2  After  execution  of this  Agreement,  BGL  shall  design,  erect  and
          commission  the BIOX(R)  Plant in accordance  with the Process  Design
          Package  within a period of 60 (sixty)  months after the date referred
          to in Clause 6.1.

     6.3  It is recorded  that BGL will  appoint one or more  contractors  ("the
          Approved Contractors") for the engineering, design and construction of
          the BIOX(R) Plant,  which  appointment shall be subject to the written
          approval of BIOMIN, provided that such approval shall not unreasonably
          be  withheld  or delayed for more than  fifteen  days after  notice of
          appointment is given by BGL to BOMIN.  Approval of BIOMIN shall not be
          required  for any of  Minproc,  MDM,  Bateman or  Lycopodium  to be an
          Approved Contractor.

     6.4  BIOMIN shall:

          6.4.1         within   one   month   of  a   request  by  BGL,  supply
                        metallurgical   and   process   engineering  consultancy
                        services   as   required   by  BGL  to  BGL  during  the
                        construction  and  commissioning  of the  BIOX(R) Plant;

          6.4.2         within  two  weeks of submission  by BGL,  consider and,
                        if  deemed fit, verify final process  engineering design
                        drawings  pertaining  to  the  BIOX(R)  Plant  (provided
                        that  BGL shall give  BIGMIN at least one month's notice
                        of the intended submission).

     6.5  BGL shall not allow any person access to the Process Design Package if
          such  person  has  not  entered   into  a   Confidentiality   Covenant
          substantially in the form of Schedule 2.

     6.6  BIOMIN shall be compensated by BGL for any services  rendered pursuant
          to Clause 6.4 in terms of the rates set out in Schedules 6 and 8, plus
          Ancillary Costs.

     6.7  BGL shall provide,  at no charge to BIOMIN,  food,  accommodation  and
          transport  for no more than four people at a time as may be reasonably
          available   at  the  Bogoso  Mine  for  any  of  BIOMIN's   accredited
          representatives  or employees  rendering  services as  contemplated in
          Clauses 6.4, 7 and 8.

                                       11
<PAGE>

     6.8  Subject to Clause  6.10,  BGL shall not commence  construction  of the
          BIOX(R)  Plant  unless  and  until it has  received  BIOMIN's  written
          approval  of the final  process  engineering  plans in respect of such
          Plant, such approval not to be unreasonably withheld or delayed beyond
          the timeframe  mentioned in Clause 6.4.2.  Construction of the BIOX(R)
          Plant shall be only in accordance with the plans as so approved.

     6.9  If BIOMIN has not  approved  such plans and design  within a period 60
          (sixty)  months after the Effective  Date through no fault of its own,
          then  BIOMIN  may,  at its sole  option  and  discretion,  at any time
          thereafter:

          6.9.1         terminate  this   Agreement  by  7 (seven) days' written
                        notice to BGL; or

          6.9.2         extend  such 60 (sixty)  month  period for such  further
                        period which it may, in its discretion, determine.

     6.10 If BIOMIN has not  approved  such plans and design  within a period of
          30(thirty)  days after  submission by BGL, then BGL may give notice to
          BIOMIN stating that it will commence construction of the BIOX(R) Plant
          after a further  period  of 15  (fifteen)  days and if BIOMIN  has not
          approved  such plans and design  within  such  period of 15  (fifteen)
          days, then BGL may commence construction of the BIOX(R) Plant.

     6.11 BGL shall allow BIOMIN to conduct  regular  inspections of and general
          supervision over the planning,  process design and construction of the
          BIOX(R)  Plant during normal  business  hours of BGL and with at least
          two weeks' prior written  notice without any undue  interference  from
          BGL  or  its  contractors  and  provided  that  such  inspections  and
          supervision do not unduly interfere with such planning, process design
          and construction.

     6.12 Without the prior  written  consent of BIOMIN,  BGL shall install only
          new equipment in the BIOX(R)  Plant,  which consent may be withheld by
          BIOMIN in its sole discretion.

     6.13 BGL  shall,  at its own cost,  solely  be  responsible  to obtain  all
          approvals,  consents  and permits (if any) which may be  necessary  to
          enable it to construct the BIOX(R) Plant.

     6.14 Notwithstanding any other provision in this Agreement, the engineering
          (other than process engineering),  design,  construction and operation
          of the BIOX(R)  Plant,  including all costs thereof and risks relating
          thereto or arising therefrom,  shall be the sole responsibility of BGL
          and no approval or verification  thereof by BIOMIN shall render BIOMIN

                                       12
<PAGE>

          liable for any defects, faults,  shortcomings or any other problems or
          injuries including,  without limitation,  personal injury or death, in
          respect  of,  relating  to or  arising  out of the  BIOX(R)  Plant  or
          implementation  of any aspect of this Agreement  without  prejudice to
          BIOMIN's liability under Clause 13.2 and Schedule 4.

7.   COMMISSIONING OF PLANT

     7.1  As soon as practical after the approval by BIOMIN of the final process
          engineering  and design  drawings,  BIOMIN shall, at BGL's request and
          cost,  assist in and  supervise  the Inoculum  build-up at the BIOX(R)
          Plant.

     7.2  As soon as is reasonably practicable after the Date of Commencement of
          Operations,  Performance  Tests will be carried out in the presence of
          designated  representatives  of both  parties in  accordance  with the
          procedures  set out in  Schedules  4 and 5 to  determine  whether  the
          operational parameters as set out in Schedule 4 can be met.

     7.3  The said operational parameters will be deemed as having been met:

          7.3.1         on agreement between the  designated  representatives of
                        the  parties after  mutual observation and consideration
                        of day to day operating data; or

          7.3.2         on successful completion of a Performance Test; or

          7.3.3         12  (twelve)  months  after the  Date of Commencement of
                        Operations  if  the  Performance  Test   has   not  been
                        completed  successfully  as  a  result  of  the  matters
                        mentioned  in  Clauses  7.4.1,  7.4.2 or 7.4.3.,

          whichever occurs first.

     7.4  If the said operational  parameters are not met during the Performance
          Test for reasons other than that:

          7.4.1         the  plant  inputs  are  not  of  Feedstock  Quality  as
                        described in Schedule 3; or

          7.4.2         the  BIOX(R)  Plant  is  not  supplied  uniformly at the
                        design rate;

          7.4.3         or  the  BIOX(R)  Plant  has  not  been  constructed  in
                        accordance  with   the   engineering   design  drawings,
                        verified by BIOMIN;

                                       13
<PAGE>

          then up to 100% (one hundred per centum) of the licence fee stipulated
          in Clause 5.1 shall, to the extent  necessary to cause the operational
          parameters  to be  met,  be  applied  by  BIOMIN  to  supply  services
          specified in Schedule 6.

     7.5  During the  commissioning  of the BIOX(R) Plant,  BIOMIN shall, at the
          request and cost of BGL, render metallurgical  assistance to BGL until
          the Date of Commencement  of Operations.  The aforesaid costs shall be
          charged at the rates set out in Schedule 6, plus Ancillary Costs.

8.   OPERATIONAL SUPPORT AND TRAINING

     8.1  As  soon  as  practical  but no  later  than  four  months  after  the
          commencement of the  construction  of the BIOX(R) Plant,  BIOMIN shall
          supply BGL with four (4) copies of the Manuals.

     8.2  BGL shall use  reasonable  endeavours  to operate the BIOX(R) Plant in
          accordance  with the procedures set out in the Manuals,  as revised by
          BIOMIN  from  time  to  time  (provided  that  such  revisions  do not
          adversely  affect  the  efficiency  of the  operation  of the  BIOX(R)
          Plant).

     8.3  The Manuals and all documentation  relating to the BIOX(R) Process are
          the  proprietary  materials of BIOMIN.  Prior to  distribution  of the
          Manuals or such documentation, BGL shall cause all personnel likely to
          have access to copies of the Manuals or such documentation, to execute
          a covenant  substantially in the form of Annexure 2 to Schedule 2. BGL
          shall at its cost  duly  stamp the  originals  of such  covenants  and
          thereafter  keep  them  in safe  custody  and  forward  a copy of each
          covenant to BIOMIN upon its signature.

     8.4  Neither  BGL  nor  any  of  its  employees,   consultants,  agents  or
          contractors  shall copy any Manual or  documentation  relating  to the
          BIOX(R)  Process or any part thereof  without  BIOMIN's  prior written
          consent, not to be unreasonably withheld or delayed.

     8.5  During  commissioning  of the  BIOX(R)  Plant,  BIOMIN  shall at BGL's
          request and cost,  provide operator  training to BGL's personnel.  The
          aforesaid  costs  shall be charged at the rates set out in Schedule 6,
          plus Ancillary Costs.

     8.6  For  a  period  of  5  (five)  years  commencing  on  the  Performance
          Acceptance  Date,  BIOMIN shall,  at BGL's  request and cost,  provide
          on-going  technical support in respect of the BIOX(R) Plant,  provided
          such support shall not exceed twenty (20) man days per year. The costs
          to be charged in respect of such support shall be at the rates set out
          in Schedule 6, plus Ancillary Costs.

     8.7  Throughout  the term of this  Agreement,  BIOMIN  shall  procure  that
          reasonable  endeavours  are made to answer as promptly as possible all
          reasonable  enquiries made by BGL in respect of the use of the BIOX(R)
          Process at the BIOX(R) Plant.

                                       14
<PAGE>

9.   GENERAL OBLIGATIONS OF BOTH PARTIES

     9.1  BGL  shall  disclose  to BIOMIN  and give  BIOMIN  and its  respective
          employees,  agents  and  representatives  access  to all  information,
          books,  statements,  vouchers  and records  relating to the  operating
          performance  of the BIOX(R) Plant as is reasonably  required to enable
          BIOMIN to verify the performance by BGL of its obligations  under this
          Agreement or so as to enable  BIOMIN to fulfil its  obligations  under
          this  Agreement.  The  information  disclosed  to BIOMIN shall be kept
          strictly  confidential  by  BIOMIN  and  shall  be used  only  for the
          purposes of verifying the performance by BGL of its obligations  under
          this Agreement or enabling BIOMIN to fulfil its obligations under this
          Agreement.

     9.2  BIOMIN, its employees or its accredited  representatives may visit and
          inspect the Bogoso Mine and the BIOX(R) Plant from time to time during
          ordinary  business  hours and on at least  two  weeks'  prior  written
          notice to monitor and verify the fulfillment by BGL of its obligations
          under this  Agreement,  inter alia  regarding  the use of the  BIOX(R)
          Process by BGL, provided that such visits and inspections do not cause
          unreasonable  interference  with the  operations of BGL or the BIOX(R)
          Plant.

     9.3  Both parties shall be allowed to invite  visitors to the BIOX(R) Plant
          who are not  employees or accredited  representatives  of either party
          provided that:

          9.3.1         if  the  visitor is an employee or  representative  of a
                        gold   mine  operator   or   research   institute,  then
                        BIOMIN  shall  be given reasonable  notice of such visit
                        and   BGL   shall   comply   with   BIOMIN's  reasonable
                        instructions in relation to such visit;

          9.3.2         such visits take place  during  ordinary  business hours
                        of BGL (and, in  the case of visitors invited by BIOMIN,
                        on at least two weeks'  prior  written  notice)  and  do
                        not  cause unreasonable interference with its operations
                        or those of the BIOX(R) Plant;

          9.3.3         such visitors  are not employed by, or associated in any
                        way  with a Competitive  Supplier,  and provided further
                        that   such  visitors   are  not  Competitive  Suppliers
                        themselves.

10.  CONCENTRATE NOT OF FEEDSTOCK QUALITY

     The parties  acknowledge that the BIOX(R) Plant was designed to process BGL
     Material  of  Feedstock  Quality as  described  in  Schedule 3. BGL further

                                       15
<PAGE>

     acknowledges that the processing of any other material shall, to the extent
     permitted  by this  Agreement,  be at the sole risk and expense of BGL.

11.  BREACH

     11.1 If a  party  is in  material  breach  of its  obligations  under  this
          Agreement,  the non-defaulting party may give notice in writing to the
          defaulting  party  specifying  the  default and  requiring  that it be
          remedied  forthwith.  If,  with  respect to a default  relating to the
          payment of money,  such default has not been remedied  within ten (10)
          days  after  service of such  notice,  the  non-defaulting  party may,
          without  prejudice  to any  other  remedies  it may  have at law or in
          equity, terminate this Agreement forthwith by notice in writing to the
          defaulting  party.  If, with respect to a non-monetary  default,  such
          default has not been remedied  within sixty (60) days after service of
          such notice or, in the case of a  non-monetary  default that cannot be
          completely  remedied within sixty (60) days, the defaulting  party has
          not diligently started to remedy the same within sixty (60) days after
          service of notice and thereafter  succeeded  within a reasonable  time
          thereafter in completing such remedy,  the  non-defaulting  party may,
          without  prejudice  to any  other  remedies  it may  have at law or in
          equity, terminate this Agreement forthwith by notice in writing to the
          defaulting party.

     11.2 Without in any way  limiting  the  provisions  of Clause  11.1 and the
          meaning  of the term  "material  breach" as used in Clause  11.1,  the
          parties  agree that it shall be regarded as a material  breach of this
          Agreement if a provisional or final winding-up or liquidation order is
          issued in respect of a party or if a party becomes insolvent,  files a
          petition  in  bankruptcy,  makes an  arrangement  for the  benefit  of
          creditors or has a receiver  appointed to manage its affairs,  whether
          provisionally or finally.

12.  TERMINATION OF AGREEMENT AND DISMANTLING OF PLANT

     12.1 Upon  termination of this  Agreement,  howsoever such  termination may
          arise, BGL shall forthwith:

          12.1.1        cease to use the BIOX(R) Process and BIOX(R) trade mark;

          12.1.2        de-commission the BIOX(R) Plant;

          12.1.3        dismantle  the BIOX(R)  Proprietary Items and destroy or
                        dispose of them in accordance with BIOMIN's instructions
                        provided  that   such  instructions  do  not  result  in
                        additional cost to BGL; and

          12.1.4        return all  Manuals,  all other  documentation  relating
                        to the BIOX(R) Process and all copies thereof to BIOMIN.

                                       16
<PAGE>

     12.2 BGL  shall  not sell the  BIOX(R)  Plant as a whole  unit but may sell
          individual  components  of the BIOX(R)  Plant for use in other  plants
          provided  such plants are not  bacterial  oxidation  based  processing
          plants,  and  provided  further  that  BGL  shall  not sell any of the
          BIOX(R) Proprietary Items.

     12.3 Upon termination of this Agreement, and without prejudice to any other
          rights which the parties may have at law or in equity:

          12.3.1        BIOMIN shall retain  all  payments  made by BGL prior to
                        such termination,  as consideration  for the performance
                        by  BIOMIN  of its obligations prior to such termination

          12.3.2        BGL  shall  remain liable for all license fees,  service
                        fees and other  payments  that have become payable under
                        this  Agreement prior to the date of termination.

     12.4 Under no circumstances  shall BIOMIN's  liability to BGL for breach of
          this  Agreement  exceed the amount of  payments  actually  received by
          BIOMIN from BGL pursuant to Clause 5.1.

13.  EXCLUSION OF WARRANTIES

     13.1 To the best of BIOMIN's  knowledge and belief the BIOX(R) Process will
          not infringe any patent,  trade mark or other proprietary right of any
          other person. BIOMIN warrants that it is the sole and beneficial owner
          of the  trade  mark  BIOX(R)  in  Ghana  and  that to the  best of its
          knowledge,  information and belief use of the trademark BIOX(R) by BGL
          in relation to the BIOX(R) Process will not infringe the  intellectual
          property rights of any third party.

     13.2 If the use of the BIOX(R)  Process by BGL results in any claim against
          BGL or any of its Affiliates, or their respective officers,  directors
          or employees for any infringement of any patent, trade mark, design or
          any other proprietary right (save for any claim by BIOMIN), then:

          13.2.1        if, as a result  of any legal  action, BGL is  prevented
                        from using the BIOX(R)  Process  unless a licence fee is
                        paid  by it to the plaintiff or claimant in such action,
                        then:

                        13.2.1.1  BIOMIN shall use its best  endeavours to alter
                                  the BIOX(R) Process   at  its  cost  to  avoid
                                  any  further infringements  of  the  rights of
                                  such  plaintiff  or claimant  (and  BGL  shall
                                  give   BIOMIN  reasonable assistance with such
                                  alterations); or

                        13.2.1.2  if such  alterations  prove  to be  impossible
                                  or impractical,  BIOMIN shall pay such licence
                                  fee to such plaintiff  or claimant (subject to
                                  the provisions  of Clause 12.4), provided that
                                  BGL  shall  assign  any  rights of recovery of
                                  such  licence  fee  to  BIOMIN  (up the amount
                                  actually paid by BIOMIN).

                                       17
<PAGE>

          13.2.2        Subject   to  the  provisions  of  Clause  12.4,  BIOMIN
                        shall   indemnify   and   hold  harmless  BGL   and  its
                        Affiliates  and their respective officers, directors and
                        employees against 50% of such claim  (other than a claim
                        for  a  licence  fee as set out in Clause 13.2.1 above),
                        including,  without  limitation reasonable lawyers' fees
                        and costs of litigation which may be incurred by them or
                        for  which  they  may  become  liable  in  respect of or
                        arising out of the defence,  settlement  or  compounding
                        of any  such claim or any judgement ordered against them
                        in respect of any such claim or costs.

     13.3 BGL shall inform  BIOMIN of any claim against it referred to in Clause
          13.2 and,  without  prejudice to the validity of any such claim or the
          liability of BIOMIN, BGL:

          13.3.1        shall  not  make  any  admission of liability, agreement
                        settlement, or compromise or otherwise take  any  action
                        in relation  thereto  without the prior  written consent
                        of  BIOMIN,  which shall not be unreasonably withheld or
                        delayed;

          13.3.2        shall  (if  BIOMIN  so  directs)  allow  BIOMIN  and its
                        professional  advisers  to  investigate  the  matter  or
                        circumstance  alleged  to give rise to the claim and BGL
                        shall   give   all   such   assistance   in  making such
                        investigations   as  BIOMIN  may   reasonably   request,
                        including  upon reasonable notice and in normal business
                        hours  access  to  (and  copies of) any documents or any
                        other   information  in the possession of BGL and to all
                        employees or officers  having any responsibility for the
                        matter giving rise to the claim;

          13.3.3        shall  (if BIOMIN so directs) at all times permit BIOMIN
                        to take conduct  of the  claim, subject  always  to  BGL
                        first  being indemnified to its reasonable  satisfaction
                        by BIOMIN against any losses, costs or expenses which it
                        may thereby incur.

     13.4 Save as provided for in this Agreement,  BIOMIN shall be exempted from
          and shall not be liable  under any  circumstances  whatsoever  for any
          loss of  profits,  loss of revenue or any  indirect  or  consequential
          damages of any nature,  whether in the contemplation of the parties or
          not, which BGL or any other person may suffer or incur, arising out of
          or in connection with, any act or omission,  whether negligent or not,
          of BIOMIN, its employees, sub-contractors or agents.

                                       18
<PAGE>

     13.5 Except as expressly set forth in this  Agreement to the contrary,  BGL
          shall  indemnify and hold harmless BIOMIN and its Affiliates and their
          respective  officers,  directors  and  employees  from and against any
          losses, costs, expenses, liabilities, obligations, claims and actions,
          including  without  limitation  reasonable  lawyers' fees and costs of
          litigation,  which they or any of them may incur or become  subject to
          as a result of or arising out of BGL's use of the  BIOX(R)  Process or
          the  construction,  operation,  maintenance,  repair,  dismantling  or
          reclamation  of the  BIOX(R)  Plant  or the  property  on  which it is
          situated  or any  implementation  of this  Agreement,  save where such
          losses,  costs,  expenses,  liabilities,  obligations,  claims  and/or
          actions are  attributable  to the fault  and/or  negligence  of BIOMIN
          and/or its Affiliates  and/or their  respective  officers,  directors,
          employees, shareholders, agents, representatives or subcontractors.

     13.6 BIOMIN shall inform BGL of any claim  against it referred to in Clause
          13.5 and,  without  prejudice to the validity of any such claim or the
          liability of BGL, BIOMIN:

          13.6.1        shall not make any admission  of  liability,  agreement,
                        settlement or compromise or otherwise take any action in
                        relation  thereto  without  the prior written consent of
                        BGL,which shall not be unreasonably withheld or delayed;

          13.6.2        shall (if BGL so directs) allow BGL and its professional
                        advisers  to  investigate  the  matter  or  circumstance
                        alleged  to give rise to the claim and BIOMIN shall give
                        all such  assistance in making  such  investigations  as
                        BGL may reasonably  request, including  upon  reasonable
                        notice  and  in  normal  business  hours  access to (and
                        copies of) any documents or other  information   in  the
                        possession  of  BIOMIN  and to all employees or officers
                        having any  responsibility for the matter giving rise to
                        the claim;

          13.6.3        shall (if BGL so  directs) at all  times  permit  BGL to
                        take conduct  of the  claim,  subject  always  to BIOMIN
                        first  being indemnified  to its reasonable satisfaction
                        by  BGL  against  any losses, costs or expenses which it
                        may thereby incur.

     13.7 Except as  expressly  set  forth in this  agreement  to the  contrary,
          BIOMIN makes no representations,  warranties or covenants  whatsoever,
          express or implied,  including without  limitation with respect to any
          services,  designs,  documents,  Inoculum  or  other  material  to  be
          provided  by it  pursuant  to  this  Agreement  and  BIOMIN  expressly
          disclaims  any such  representations,  warranties or covenants and any
          and all  warranties  of  merchantability  or fitness for a  particular
          purpose.

                                       19
<PAGE>

14.  CONFIDENTIALITY

     14.1 BGL undertakes:

          14.1.1        that   simultaneously   with   the   signature  of  this
                        Agreement,  it will sign the Confidentiality Deed in the
                        form of Schedule 2;

          14.1.2        that  any  confidential information  as  defined  in the
                        said  confidentiality agreement (hereafter "Confidential
                        Information") will be used by it solely for the purposes
                        of this  Agreement and not otherwise;

          14.1.3        where disclosure is made by it to any  third  party  for
                        the  purposes  of   this  Agreement,  it shall  promptly
                        advise  BIOMIN thereof in  writing  and ensure  that the
                        third    party    is    under    an    obligation     of
                        confidentiality to  it in  respect  of  any Confidential
                        Information  so disclosed  and shall ensure that no more
                        Confidential  Information is disclosed than is necessary
                        in the relevant circumstances;

          14.1.4        that  the Confidential Information will be restricted to
                        such of its directors and  employees as must necessarily
                        have  access  to  the same for the  performance of their
                        duties in connection  with this Agreement and BGL agrees
                        to take reasonable  steps to ensure that such  directors
                        and  employees  are  required  to  maintain   the   same
                        confidence  and do not  disclose  to any third party the
                        Confidential Information; and

          14.1.5        that  no  BIOX(R) Proprietary  Items  will  be shown  to
                        any employees or  representatives of gold mine operators
                        or research institutes or sold to any  person unless the
                        identity  of such person  and  the terms and  conditions
                        relating  to  the  same have been first approved  of  in
                        writing by BIOMIN;

          and BGL  agrees  that  its  obligations  under  this  Clause  14 shall
          continue  throughout  the term of this  Agreement  and for a period of
          fifteen (15) years thereafter.

     14.2 In any dispute  between  the  parties  the burden of proving  that any
          information is not Confidential Information shall rest on BGL.

     14.3 BGL shall ensure that the Approved  Contractor on the  termination  or
          expiration of its contract returns to BGL all Confidential Information
          disclosed in writing to such contractor,  all tender documents and all
          other contractual documents together with any copies thereof which are
          in existence.

                                       20
<PAGE>

     14.4 Where  pursuant  to this  Agreement a third party is required to enter
          into a covenant pursuant to a Confidentiality  Deed, BGL shall execute
          such covenant as attorney for BIOMIN pursuant to the Power of Attorney
          granted to BGL in  substantially  the form of Part B of Schedule 7 and
          shall forward to BIOMIN a copy of each covenant  executed  pursuant to
          such Power.

     14.5 BGL shall ensure that all such covenants and Confidentiality Deeds are
          duly and properly  acknowledged and notarised and shall be responsible
          for the costs of these. Where such covenant is entered into, BGL shall
          use reasonable endeavours where practical and to the extent within its
          power to procure that each party signing such  covenant  shall perform
          its obligations in terms of that covenant.

15.  FORCE MAJEURE

     15.1 If any party is prevented,  hindered or delayed from performing any of
          its obligations  under this Agreement (other than an obligation to pay
          money) by any Event of Force  Majeure  then so long as that  situation
          continues  that party shall be excused  from the  performance  of such
          obligation to the extent that it is so prevented,  hindered or delayed
          and the time for  performance  of such  obligations  shall be extended
          accordingly.

     15.2 A party affected by an Event of Force Majeure shall  forthwith  notify
          the other  party of its  occurrence  and shall take  reasonable  steps
          within its power to minimise the effect of such Event of Force Majeure
          or to bring it to an end.

     15.3 Should such Event of Force Majeure  endure for a period of longer than
          six (6)  months,  the  party  that is not  relying  upon it  shall  be
          entitled to terminate this Agreement on notice to the other party.

16.  WARRANTY OF AUTHORITY

     16.1 BGL hereby warrants that it is duly authorised to enter into,  perform
          and be bound by the provisions of this Agreement.

     16.2 BIOMIN  hereby  warrants  that it is duly  authorised  to enter  into,
          perform and be bound by the provisions of this Agreement.

     16.3 BGL warrants  that BGL  Material of Feedstock  Quality as described in
          Schedule 3 is available at its Bogoso and Prestea Mines for processing
          through the BIOX(R)  Plant  during  commissioning  thereof and for the
          completion of the Performance Test.

17.  RELATIONSHIP OF PARTIES

     17.1 This Agreement  does not in any way constitute  BIOMIN as guarantor or
          surety of BGL and BIOMIN shall not be obliged to accept responsibility
          for any acts or  omissions of BGL or for any  liabilities  incurred by

                                       21
<PAGE>

          BGL or for any failure by BGL  successfully  to render any services or
          in respect of any claims of whatever  nature which may be made against
          BGL, except as otherwise stated in this Agreement.

     17.2 Nothing  contained in this Agreement shall be construed or is intended
          to constitute a party as an agent or representative of any other party
          or  to  create  any   partnership,   trust  or  mining  or  commercial
          partnership  or new or separate  taxable  legal entity for any purpose
          whatsoever,   it  being  expressly   understood  that  each  party  is
          exercising,  protecting and  developing its own interests.  Nothing in
          this  Agreement  shall  be  construed  as  making  BIOMIN  an owner or
          operator  of the  BIOX(R)  Plant or any other  facility  on the Bogoso
          Mine.

18.  ASSIGNMENT

     18.1 No party may assign or transfer any of its rights and interests  under
          this Agreement to any third party unless and until it has obtained the
          written consent of the other party, which consent will not be withheld
          or delayed unreasonably, provided that no consent will be required for
          the  assignment  and/or  transfer  by BGL of its rights and  interests
          under this Agreement

          18.1.1        by  way of  security to a financier  of its  operations,
                        to  the  financier on enforcement of such security or by
                        such financier to a third party following enforcement of
                        such security; or

          18.1.2        to  a third party or third parties  acquiring any of the
                        Bogoso, Prestea,  Obuom,  Mansiso  or Asikuma Mines from
                        BGL or to a third party or third parties acquiring BGL's
                        business   generally  (unless  such  third  party  is  a
                        Competitive Supplier),  or a portion of its business, or
                        to a third party merging with BGL; or

          18.1.3        to an Affiliate.

     18.2 Notwithstanding  Clause 18.1, BIOMIN shall be entitled to appoint such
          contractors  and  sub-contractors  as it may, in its sole  discretion,
          deem fit to  perform on behalf of BIOMIN  its  obligations  under this
          Agreement,   provided   that  BIOMIN  shall  remain   liable  for  the
          performance of such obligations.

19.  PROTECTION OF PROCESS

     19.1 During  the  term of this  Agreement  and for a period  of five  years
          thereafter,  BGL shall not directly or  indirectly  engage in any tank
          bacterial  process for the  processing of gold bearing  minerals.  BGL
          shall use reasonable  endeavours to ensure that none of its Affiliates

                                       22
<PAGE>

          engage in such activity. Nothing in Clause 19.1 prevents or limits BGL
          or its Affiliates  from entering into, or being party to, an agreement
          with a third party  concerning the licensing of intellectual  property
          rights or processes  similar to the BIOX(R) Process where such licence
          or agreement  does not infringe the  intellectual  property  rights of
          BIOMIN.

     19.2 BGL shall forthwith advise BIOMIN in writing of any claim,  assertion,
          action  or  proceeding,  actual  or  threatened  which  comes  to  its
          attention whereby:

          19.2.1        any of BIOMIN's rights pertaining to the BIOX(R) Process
                        or  the  BIOX(R)  trade mark or patent to be granted are
                        infringed; or

          19.2.2        any such rights are attacked; or

          19.2.3        BGL  is  itself  threatened  with  infringement  of  any
                        proprietary  rights  of  a third party due to its use of
                        the BIOX(R) Process.

     19.3 BIOMIN shall be entitled to institute or defend any proceedings of the
          kind  referred  to in  Clause  19.2  and BGL  shall  provide  all such
          assistance  and  co-operation  to BIOMIN as may reasonably be required
          for the purpose of such proceedings.

     19.4 BGL shall not allow any person,  other than either party's  employees,
          approved  contractors or their employees,  access to the BIOX(R) Plant
          or the BIOX(R)  Process  unless it is in full operation and unless the
          provisions of Clause 9.3 are complied with.

     19.5 BGL shall not  dispose  of any of the  Inoculum  to any person for any
          purpose whatsoever without the prior written consent of BIOMIN.

20.  NOTICES

     20.1 All notices and other communications required or permitted to be given
          under this  Agreement  shall be in writing  in the  English  language,
          shall be addressed to the address of the  applicable  party as set out
          in the heading of this  Agreement or at such other address as any such
          party may have  submitted  therefor by notice to the other party,  and
          shall be  either  delivered  personally  or by  international  courier
          service or sent by facsimile communication.

     20.2 Notices shall be deemed to be received on the day of actual receipt if
          received  between the hours of 09h00 and 15h00 at the place of receipt
          on a Business Day, or otherwise on the next following Business Day, at
          the place of receipt.

          The addressee,  when requested by the sender,  shall promptly  provide
          the sender with a facsimile or courier acknowledgement of the receipt,

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<PAGE>

          but the delay or failure to give or receive  any such  acknowledgement
          will not affect the  validity  of the notice in respect of which it is
          sought.

21.  MISCELLANEOUS

     21.1 Variation

          No  variations,  modifications  or  waiver of any  provisions  in this
          Agreement,  nor  consent  to any  departure  by any  party  from  such
          provision,  shall be of any effect unless the same shall be in writing
          and signed by both parties (or, in the case of a waiver,  by the party
          giving it); and then such variation,  modification,  waiver or consent
          shall be  effective  only to the extent to or for which it may be made
          or given.

     21.2 Waivers

          No failure,  delay,  relaxation or indulgence on the part of any party
          in  exercising  any power or right  conferred  upon it by the terms of
          this  Agreement  shall  operate as a waiver of such power or right nor
          any single  failure to do so,  preclude  any other or future  exercise
          thereof,  or the  exercise  of any  other  power or right  under  this
          Agreement.

     21.3 Rights of Third Parties Act

          The English  Contracts  (Rights of Third  Parties)  Act 1999 shall not
          apply to this  Agreement  save so as to  confer  rights  on the  third
          parties  mentioned in Clauses 13.2 and 13.5.  However,  the consent of
          such third  parties  shall not be  required  for the  modification  or
          amendment of this Agreement.

     21.4 Payments

          21.4.1        Except where otherwise expressly  stipulated, any sum of
                        money to be paid to or  tendered  by a party  shall only
                        be validly and effectively  paid  or  tendered  if  such
                        payment  is given  or delivered or made in Dollars or by
                        bank  cheque  or by that party's cheque in Dollars or in
                        such  other  currency  or  in  such other form as may be
                        agreed.

          21.4.2        All  amounts  of  money payable  as  stipulated  in this
                        Agreement shall be paid without  deduction or set-off in
                        respect   of    banking  charges,  duties   or   levies,
                        withholding   taxes   or  any   other  currency transfer
                        charges.

          21.4.3        All  monies  payable  by BGL in terms of this  Agreement
                        shall, except  for  payment in terms of Clause 5.1.  and
                        Clause 5.2 (which are  due  on  the  dates  specified in
                        such   clauses)  or  where  a date  for payment has been
                        stipulated  herein,  be paid within  thirty (30) days of
                        BIOMIN furnishing an invoice therefor to BGL.

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<PAGE>

     21.5 Proper Law

          This Agreement  shall be governed by and construed in accordance  with
          the laws of England.  The parties agree that the choice of English law
          is  both  reasonable  and  appropriate,  particularly  in  view of the
          international  nature  of this  transaction,  the  different  material
          domiciles  of the  parties,  the  status  of  England  as a centre  of
          international  commerce,  the well  developed,  refined and understood
          nature  of  English  law  and the  parties'  familiarity  and  comfort
          therewith.

     21.6 Arbitration of Disputes

          In the event of any dispute  between the parties  arising out of or in
          connection  with  this  Agreement  either  party may give to the other
          written  notice  identifying  the  dispute  and,  after the  expiry of
          fourteen  (14)  days  from the  giving of that  notice,  that  dispute
          (unless  settled) shall be referred to arbitration in accordance  with
          the  rules of the  London  Court of  International  Arbitration..  The
          arbitration shall be held before one arbitrator in London, England and
          be conducted in the English  language.  The costs of the  arbitration,
          including without limitation the fees of the arbitrator, shall be paid
          by the party that does not prevail in the  arbitration  (as determined
          by the  arbitrator).  The decision of the  arbitrator  shall be final,
          binding,  enforceable  and  non-appealable  and  may be  entered  as a
          judgement in any court or records.  Provided that nothing contained in
          this  Agreement  shall be  construed as limiting the ability of either
          party from applying to any court of competent  jurisdiction for relief
          of an urgent or interim  nature,  the parties  agree that all disputes
          arising out of or in connection with this Agreement shall be resolved,
          if not by negotiation,  solely by arbitration  pursuant to this Clause
          21.6.

     21.7 Severability

          If:

          21.7.1        any part of this Agreement  is  void, voidable,  illegal
                        or unenforceable; or

          21.7.2        this   Agreement  would  be  void,   voidable,   illegal
                        or  unenforceable  unless any part of this Agreement was
                        severed from the Agreement,

          that part  shall be severed  from and shall not  affect the  continued
          operation of the rest of this  Agreement  unless to do so would change
          the underlying commercial purpose of this Agreement.

     21.8 Costs

          Subject to any express  provision  to the  contrary  elsewhere in this
          Agreement  contained,  each party shall bear its own costs  (including

                                       25
<PAGE>

          without   limitation   lawyers'   fees)  of  and   incidental  to  the
          preparation,  negotiation  and  execution  of this  Agreement  and the
          parties  shall share  equally any  liability  for stamp duty,  and all
          similar duties, taxes and other imposts and registration fees assessed
          hereof, or any document created under the Agreement, in respect of the
          transaction  evidenced  in whole or in part by it or in respect of the
          performance by the parties of their obligations under it.

     21.9 Successors Bound

          This Agreement shall be binding upon the parties and their  respective
          successors and permitted assigns and shall incur to their benefit.

     21.10 Entire Agreement

          This Agreement  constitutes the only and entire agreement  between the
          parties  relating in any way to the subject  matter hereof (except for
          the   Testwork   Agreement)   and  no  oral  or  written   warranties,
          representations,  guarantees or other term or conditions of any nature
          not contained in this Agreement, including the schedules hereto, shall
          be of any  force  unless  they  have been  contained  in the  Testwork
          Agreement).

     21.11 Interest

          If any party  shall  neglect or fail to pay any amount due and payable
          under this  Agreement then the amount so due shall as from the date on
          which such amount was due bear interest in favour of the party to whom
          the money is owed at a rate per annum which is two  percentage  points
          greater than the average  LIBOR Dollar six (6) month rate from time to
          time.

     IN WITNESS  WHEREOF and  intending  to be legally  bound,  the parties have
     executed this Agreement effective as of the Effective Date.

                                                For:  BIOMIN TECHNOLOGIES S.A.



                                                --------------------------------
                                                Signatory:
                                                Capacity:
                                                Authority:

                                       26
<PAGE>



     For: BOGOSO GOLD LIMITED



     --------------------------------
     Signatory:
     Capacity:
     Authority:















                                       27
</TEXT>
</DOCUMENT>
