DDI INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>15
<FILENAME>v03508_ex10-8.txt
<TEXT>

                                                                    EXHIBIT 10.8

                               DATED _________, 2004


                                       [o]
                                   the Grantor

                                       AND

                               KEYGOLD CORPORATION
                                   the Grantee


                  --------------------------------------------

                               DEED OF CALL OPTION

                  --------------------------------------------


<PAGE>


THIS DEED OF CALL OPTION (the "Deed") is made on the ____________________ day of
_______________________ 2004

BETWEEN:

(1)   [o,  a  limited   liability  company   incorporated   under  the  laws  of
      ________________________________,   having   its   registered   office  at
      _____________________/o, an individual  Passport  No. ________ residing at
      ________________________________________ (the "GRANTOR");

AND

(2)   Keygold  Corporation,  a corporation duly organised and existing under the
      laws   of    __________________    with   its   registered    address   at
      _______________________   and  quoted  on  the  OTC  Bulletin  Board  (the
      "GRANTEE").

WHEREAS:

(A)   JHP Resources Limited (the "COMPANY") is a company  incorporated under the
      laws of the  Province  of the  British  Columbia,  Canada  whose  place of
      business is at #168-2633 Viking Way, Richmond, B.C. Canada V6V 1N3;

(B)   The Grantee has entered into a Subscription Agreement dated ______________
      ______________, 2004 (the "AGREEMENT") to subscribe for up to 8,000 Series
      A Shares;

(C)   The Company shall have as at the date of the First  Completion (as defined
      in the Agreement) an authorised  capital consisting of a class of ordinary
      shares ("ORDINARY  SHARES") and a class of Series A convertible  preferred
      shares (the "SERIES A SHARES");

(D)   The Grantor is the beneficial  owner of 2,000 Ordinary Shares (the "OPTION
      SHARES"); and

(E)   The  Grantor  has agreed to grant to the  Grantee the right to require the
      Grantor to sell the Option Shares in  consideration  for the allotment and
      issue of  3,500,000  common  shares  of the  Grantee  (the  "CONSIDERATION
      SHARES") to the Grantor.

NOW,  THEREFORE,  in  consideration  of the mutual  promises and covenants  made
herein the parties agree as follows:

1.    GRANT OF OPTION

1.1.  The Grantor  hereby  irrevocably  grants unto the Grantee the right during
      the Option  Period (as  defined in Clause 6) to require  that the  Grantor
      sells and  delivers  to the  Grantee  all but not some only of the  Option
      Shares  subject  to  the  terms  and  conditions  set  forth  herein  (the
      "OPTION").


                                     - 1 -
<PAGE>

2.    EXERCISE OF CALL OPTION

2.1.  At any time,  the Grantee may  exercise  this Option by the  delivery of a
      demand  in  writing  to  exercise  the  Option  substantially  in the form
      attached hereto as Schedule 1 (the "EXERCISE LETTER") to the Grantor.

3.    CONSIDERATION

3.1.  The  consideration  to be  paid  by the  Grantee  to the  Grantor  for the
      purchase of the Option  Shares by the Grantee  shall be  satisfied  by the
      allotment and issue to the Grantor or its nominee(s) of the  Consideration
      Shares.

4.    COMPLETION

4.1   Completion under this Deed ("COMPLETION")  shall take place at 10:00 am in
      the offices of the  Grantor  three (3) days  following  the receipt of the
      Exercise Letter by the Grantor.

4.2   At  Completion,  the Grantor shall deliver or cause to be delivered to the
      Grantee:

      (a)   duly  executed  instruments  of transfer and sold notes in favour of
            the  Grantee  accompanied  by the  relevant  share  certificates  in
            respect of the Option Shares;

      (b)   all  powers  of  attorney  or  other  authorities  under  which  the
            instruments  of  transfer  and sold  notes in  respect of the Option
            Shares have been executed;

      (c)   a  certified  true  copy of the  board  resolutions  of the  Grantor
            approving the sale of the Option Shares to the Grantee in accordance
            with the terms of this Deed;

      (d)   such  waivers or  consents  as the Grantee may require to enable the
            Grantee  or its  nominees  to be  registered  as the  holders of the
            Option Shares; and

      (e)   such other  documents as may be required to give to the Grantee good
            title to the Option Shares and to enable the Grantee or its nominees
            to become the registered holders thereof.

4.3   At  Completion,  the Grantee shall deliver or cause to be delivered to the
      Grantor:

      (a)   share certificates for the Consideration Shares;

      (b)   a  certified  true  copy of the  board  resolutions  of the  Grantee
            approving the allotment and issue of the Consideration Shares to the
            Grantee in accordance with the terms of this Deed;

      (c)   such  waivers or  consents  as the Grantor may require to enable the
            Grantor  or its  nominees  to be  registered  as the  holders of the
            Consideration Shares; and

      (d)   such other  documents as may be required to give to the Grantor good
            title to the  Consideration  Shares and to enable the Grantor or its
            nominees to become the registered holders thereof.


                                     - 2 -
<PAGE>

4.4   The Consideration Shares shall be allotted and issued to the Grantor fully
      paid at  Completion,  free from all liens  and  encumbrances  and with all
      rights  attaching  to them  pursuant  to the  Memorandum  and  Articles of
      Association of the Grantee.

4.5   Unless waived by the Grantor, the Grantor shall not be obliged to complete
      this Deed unless the Grantee is quoted on the OTC Bulletin Board or listed
      either on the American Stock Exchange,  the New York Stock Exchange or the
      NASDAQ Stock Market as at the date of the Completion.

5.    REPRESENTATIONS AND WARRANTIES

5.1   The Grantor hereby  represents,  warrants and undertakes to the Grantee as
      at the  date of this  Deed,  on the  date of the  Exercise  Letter  and at
      Completion that it is a company  validly  existing under the laws of _____
      ____________________________, and that the Option Shares are free from any
      and all liens and encumbrances and are fully paid and freely transferable,
      without  limitation,  to the Grantee at Completion  and that all necessary
      actions  required,  corporate or otherwise,  have been  undertaken and all
      signatures,  consents  and  approvals  have been  procured for purposes of
      writing,  issuing and authorizing this Option on the Option Shares and the
      delivery and transfer of the Option Shares to the Grantee upon exercise of
      this Option.

5.2   The Grantee hereby  represents,  warrants and undertakes as at the date of
      this Deed,  on the date of the Exercise  Letter and at  Completion  to the
      Grantor as follows:

      (a)   The Grantee is a company duly  organized and validly  existing under
            the laws of ___________________________________, that all  necessary
            actions required,  corporate or otherwise,  have been undertaken and
            that all  signatures,  consents and approvals have been procured for
            purposes of executing this Deed and  performance of its  obligations
            hereunder.

      (b)   Particulars of the Grantee as at the date hereof are set out in Part
            A  of  Schedule  2  and  the  authorized   capital  of  the  Grantee
            immediately  prior  to the  Completion  as  disclosed  in  Part 2 of
            Schedule 2 is true accurate and complete for all material respects.

      (c)   The  Consideration  Shares that are being allotted and issued to the
            Grantor  hereunder will be duly and validly issued,  fully paid, and
            non-assessable  when  issued,  and will be free of  restrictions  on
            transfer other than  restrictions on transfer under this Deed or the
            Memorandum  and Articles of  Association of the Grantee or under the
            applicable laws.

      (d)   The Consideration  Shares shall have demand registration rights that
            permit  the holder to demand  within the two (2) weeks of  acquiring
            such  Consideration  Shares  that the  Grantee  file a  registration
            statement  within 45 days of the demand and  require  the Grantee to
            use commercially reasonable efforts to prosecute the registration of
            the  Consideration  Shares  in  compliance  with the  United  States
            Securities Act of 1933.


                                     - 3 -
<PAGE>

      (e)   There are no other outstanding options,  warrants, rights (including
            conversion or preemptive rights and rights of first refusal),  proxy
            or  agreements  among  members  or  agreements  of any  kind for the
            purchase or acquisition from the Grantee of any of its securities.

      (f)   Compliance  with  the  terms  of this  Deed  does  not and  will not
            conflict  with,  or result in the breach of, or constitute a default
            under any  agreement or  instrument to which the Grantee is a party,
            or any provision of the  Memorandum  and Articles of  Association of
            the Grantee or constitutional  documents or any encumbrance,  lease,
            contract, order, judgement,  award, injunction,  regulation or other
            restriction or obligation by which the Grantee is bound or subject;

      (g)   The  Grantee  is  not  engaged  in  any  litigation  or  arbitration
            proceedings,  as  plaintiff  or  defendant,  and  there  are no such
            proceedings pending or threatened,  either by or against the Grantee
            and there are no facts which have been  brought to the  attention of
            the Grantee indicating any such litigation or arbitration; and

      (h)   The Grantee is quoted on the OTC Bulletin  Board or listed either on
            the  American  Stock  Exchange,  the New York Stock  Exchange or the
            NASDAQ Stock Market.

6.    TERM

6.1   The term of this Option (the "OPTION  PERIOD")  shall commence on the date
      of the First  Completion (as defined in the Agreement)  (the "START DATE")
      and expire on the earlier of:

      (a)   the exercise of the option under the Deed of Put Option  between the
            Grantor and the Grantee and dated the ____________________, 2004; or

      (b)   the liquidation and winding up of the Grantor; or

      (c)   three (3) years from the Start Date.

7.    REGISTRATION OF THE CONSIDERATION SHARES

7.1   In  the  event  that  after  Completion  the  Grantor  as  holder  of  the
      Consideration  Shares  demands  within the two (2) weeks of acquiring such
      Consideration Shares that the Grantee register the Consideration Shares in
      compliance  with the United  States  Securities  Act of 1933,  the Grantee
      shall as soon as practicable  and in any event within 45 days of demand by
      the Grantor file a registration statement and use commercially  reasonable
      efforts to prosecute  such  registration  provided  that there shall be no
      penalty to the Grantee should the registration  not be declared  effective
      at any point in time or ever.


                                     - 4 -
<PAGE>

8.    GENERAL

8.1   Each  party  shall  pay  his or its own  costs  and  disbursements  of and
      incidental to this Deed.  8.2 Each notice,  demand or other  communication
      given or made under this Deed shall be in writing and delivered or sent to
      the  relevant  party at his or its address or fax number set out below (or
      such other  address or fax number as the  addressee  has by five (5) days'
      prior written notice specified to the other parties):

      To the Grantor:
                        --------------------------------------------

                                 Fax Number:
                                             -----------------------

                                 Attention:
                                             -----------------------

      To the Grantee:
                        --------------------------------------------

                                 Fax Number:
                                             ---------------------------

                                 Attention:
                                             ---------------------------

      Any notice,  demand or other  communication  so  addressed to the relevant
      party  shall be  deemed  to have  been  delivered  (a) if given or made by
      letter, when actually delivered to the relevant address;  and (b) if given
      or made by fax, when despatched.

8.3   No failure or delay by a party in  exercising  any right,  power or remedy
      under this Deed shall operate as a waiver thereof, nor shall any single or
      partial  exercise of the same preclude any further exercise thereof or the
      exercise  of any  other  right,  power or  remedy.  Without  limiting  the
      foregoing,  no waiver by a party of any  breach by the other  party of any
      provision  hereof shall be deemed to be a waiver of any subsequent  breach
      of that or any other  provision  hereof.  If at any time any  provision of
      this Deed is or becomes illegal,  invalid or unenforceable in any respect,
      the legality,  validity and enforceability of the remaining  provisions of
      this Deed shall not be affected or impaired thereby.

8.4   This Deed (together with any documents referred to herein) constitutes the
      whole agreement  between the parties and it is expressly  declared that no
      variations hereof shall be effective unless made in writing.

8.5   The provisions of this Deed including the representations,  warranties and
      undertakings  herein  contained,  insofar  as the same shall not have been
      fully  performed  at  Completion,  shall  remain in full  force and effect
      notwithstanding Completion.

8.6   The Grantor and the Grantee shall do and execute or procure to be done and
      executed  all such further  acts,  deeds,  things and  documents as may be
      necessary to give effect to the terms of this Deed.

8.7   This Deed shall be governed by and construed in  accordance  with the laws
      of State of  Nevada,  United  States of  America  and the  parties  hereby
      irrevocably  submit  to the  non-exclusive  jurisdiction  of the  State of
      Nevada, United States of America courts.

8.8   This Deed  shall be binding  on and enure to the  benefit  of the  parties
      hereto and their respective successors.


                                     - 5 -
<PAGE>

8.9   Except as permitted  herein, no party hereto may assign or transfer any of
      its rights or obligations under this Deed.

8.10  This Deed may be  entered  into by any party by  executing  a  counterpart
      hereof. All such counterparts when taken together shall constitute one and
      the  same  instrument  and this  Deed  shall  only  take  effect  upon the
      execution by each of the parties hereto.  This Deed may be executed by the
      parties in original or telecopy  produced by fax machine or other means of
      electronic communication producing a printed copy.

8.11  The title and  subheadings  in this  Deed have been  resorted  to only for
      convenience and shall not adversely affect the rights and interests of the
      parties.

                            [SIGNATURE PAGE FOLLOWS]


                                     - 6 -
<PAGE>


IN WITNESS  WHEREOF this Deed has been  executed on the day and year first above
written.

SIGNED SEALED AND                           )
DELIVERED BY                                )
                                            )
for and on behalf of                        )
Grantor                                     )
in the presence of:                         )
                                            )



SIGNED SEALED AND                           )
DELIVERED BY                                )
                                            )
for and on behalf of                        )
Grantee                                     )
in the presence of:                         )
                                            )


                                     - 7 -
<PAGE>

                                   SCHEDULE 1

                                                                          [Date]

[Name and address of the Grantor]

Dear Sirs,

      We refer to the Deed of Call Option dated , 2004 (the "Deed") entered into
between us relating to the Option  Shares.  Terms and  expressions  used in this
Exercise Letter shall have the same meaning as defined in the Deed.

      We hereby  exercise the Option referred to in the Deed to require that you
as  beneficial  owner sell and  deliver to us all but not some only of the 2,000
Option  Shares  in  consideration  of the  Consideration  Shares  and  that  the
completion  of the sale and  purchase of the Option  Shares  shall take place on
_________________________________ at ________ a.m./p.m. at ___________________.


                                        Yours faithfully,





                                        For and on behalf of
                                        Keygold Corporation


                                        ---------------------------


<PAGE>

                                   SCHEDULE 2
                                   ----------

                                    (PART A)
                                    --------

                           PARTICULARS OF THE GRANTEE
                           --------------------------
                             (as at the date hereof)

1.    REGISTERED OFFICE        :
                                   ----------------------------------

                                   ----------------------------------

                                   ----------------------------------

2.    DATE OF INCORPORATION    :

3.    COMPANY NUMBER :

4.    PLACE OF INCORPORATION   :

5.    DIRECTORS :

6.    AUTHORIZED SHARE CAPITAL :

7.    ISSUED SHARE CAPITAL at the date hereof is held as follows:

      NAME OF SHAREHOLDERS                              NO. OF SHARES HELD
      --------------------                              ------------------


                                     - 2 -
<PAGE>


                                    (PART B)
                                    --------

                          SHARE CAPITAL OF THE GRANTEE
                          ----------------------------
                        (immediately prior to Completion)


      AUTHORIZED SHARE CAPITAL:

                                    (PART C)
                           PARTICULARS OF THE GRANTEE
                           --------------------------
                         (IMMEDIATELY AFTER COMPLETION)

1.    REGISTERED OFFICE        :
                                   --------------------------------

                                   --------------------------------

                                   --------------------------------


2.    NAME OF COMPANY:

3.    DATE OF INCORPORATION:

4.    PLACE OF INCORPORATION:

5.    AUTHORISED SHARE CAPITAL:

6.    PAID-UP SHARE CAPITAL:

7.    SHAREHOLDERS:


                                     - 3 -

</TEXT>
</DOCUMENT>
