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Mr. Rodney D. Knutson April 16, 1990 Page 3 -- I have undertaken again a review of the percentage interests of the parties as they presently exist Tare allocated] and how these percentages would change, were a third party to become involved to provide required financing to proceed with further development and exploitation of the ore properties. Currently 1009 interest in Gold Hill Ventures is distributed and allocated among the three parties as follows: General Partner Mi Vida Limited Partner Cosmos Limited Partner Fraser Total interest 398 409* 219 100 (* Cosmos ie acknowledged to an additional 264 allocated investment of $2,600,000.) have a vested 148 interest with against a prospective further It is acknowledged that all Limited Partner interest translate as 19 per 5100,000 of capital contribution. The interest to Cosmos is a 149 vested interest reflective of a $1,400,000 contribution as against a $4,000,000 commitment. If Cosmos contributes no further funds, its vested interest is capped at 149. Sy agreeing to assign $1,500,000 of Fraser interest to the mill as owned by COM, Inc., the Fraser interest is reduced from 218 to 66. The effect of reducing the Fraser interest by 159 and the Cosmos interest by 268 is to increase the Mi Vida interest to 808. Mi Vida then can convey 518 or controlling interest in the general partner to a third party in exchange for a $4,100,000 commitment and financial contribution. The Steen interest will be 498 of the BOB or 39.28 of the whole and investor "X" at 518 of 809 will own 40.88 of the whole. [The relationship of $100,000 capital to 18 is preserved.] The investor will commit $4,100,000 for 40.88 interest in the project which will be payable at $500,000 cash to Fraser, $2,600,000 to the venture to bring the properties on line, to prove the project and go into production with $1,000,000 commited to the Frasers to be payable out of mill operations over a three-year period.