DDI INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>14
<FILENAME>v03508_ex10-7.txt
<TEXT>

                                                                    EXHIBIT 10.7

                             DATED ___________, 2004


                               KEYGOLD CORPORATION
                                   the Grantor

                                       AND

                                       [o]
                                   the Grantee


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

                               DEED OF PUT OPTION

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


<PAGE>


THIS DEED OF PUT OPTION (the "Deed") is made on the ____________________________
day of 2004

BETWEEN:

(1)   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
      "GRANTOR");

AND

(2)   [o,  a  limited   liability  company   incorporated   under  the  laws  of
      ________________________________,   having   its   registered   office  at
      _____________________/o, an individual Passport No. ________  residing  at
      ________________________________________ (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 Grantor 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 Grantee 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 purchase the Option Shares in  consideration  for the allotment
      and issue of 3,500,000  common  shares of the Grantor (the  "CONSIDERATION
      SHARES") to the Grantee.

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
      purchase  from 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 PUT OPTION

2.1.  The Grantee may exercise this Option provided that:

      (a)   the  market   capitalization   of  the  Grantor  as   calculated  by
            multiplying the number of issued shares of the Grantor by the market
            price of the shares of the Grantor  quoted on the OTC Bulletin Board
            equals or exceeds US$120,000,000; and

      (b)   the  Grantee  delivers 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  Grantor  to the  Grantee  for the
      purchase of the Option  Shares by the Grantor  shall be  satisfied  by the
      allotment and issue to the Grantee 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)   share certificates for the Consideration Shares;

      (b)   a  certified  true  copy of the  board  resolutions  of the  Grantor
            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 Grantee may require to enable the
            Grantee  or its  nominees  to be  registered  as the  holders of the
            Consideration Shares; and

      (c)   such other  documents as may be required to give to the Grantee good
            title to the  Consideration  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)   duly  executed  instruments  of transfer and sold notes in favour of
            the  Grantor  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;


                                     - 2 -
<PAGE>

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

      (d)   such  waivers or  consents  as the Grantor may require to enable the
            Grantor  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 Grantor good
            title to the Option Shares and to enable the Grantor or its nominees
            to become the registered holders thereof.

4.3   The Consideration Shares shall be allotted and issued to the Grantee 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 Grantor.

4.4   Unless waived by the Grantee, the Grantee shall not be obliged to complete
      this Deed unless the Grantor 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 as at the date of
      this Deed,  on the date of the Exercise  Letter and at  Completion  to the
      Grantee as follows:

      (a)   The Grantor 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 Grantor as at the date hereof are set out in Part
            A  of  Schedule  2  and  the  authorized   capital  of  the  Grantor
            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
            Grantee  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 Grantor 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  Grantor  file a  registration
            statement  within 45 days of the demand and  require  the Grantor to
            use commercially reasonable efforts to prosecute the registration of
            the  Consideration  Shares  in  compliance  with the  United  States
            Securities Act of 1933.

      (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 Grantor of any of its securities.


                                     - 3 -
<PAGE>

      (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 Grantor is a party,
            or any provision of the  Memorandum  and Articles of  Association of
            the Grantor or constitutional  documents or any encumbrance,  lease,
            contract, order, judgement,  award, injunction,  regulation or other
            restriction or obligation by which the Grantor is bound or subject;

      (g)   The  Grantor  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 Grantor
            and there are no facts which have been  brought to the  attention of
            the Grantor 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.

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 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 Grantor 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.

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 Call Option between the
            Grantor and the Grantee and dated the , 2004; or

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

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


                                     - 4 -
<PAGE>


7.    REGISTRATION OF THE CONSIDERATION SHARES

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

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.


                                     - 5 -
<PAGE>

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.

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 Keygold Corporation]

Dear Sirs,

      We refer to the Deed of Put 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
purchase  from  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
                                        [Grantee]


                               ----------------------------------------
<PAGE>

                                   SCHEDULE 2

                                    (PART A)

                           PARTICULARS OF THE GRANTOR

                             (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 GRANTOR
                          ----------------------------
                        (immediately prior to Completion)

      AUTHORIZED SHARE CAPITAL:

                                    (PART C)
                           PARTICULARS OF THE GRANTOR
                           --------------------------
                         (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>
