THIS AGREEMENT TO SUBLICENSE (the "Agreement") is made and entered into effective as of the _____ day of January, 1998 by and between Griffin Gold Group, Inc., a Delaware corporation ("Griffin"), and LS Capital Corporation, a Delaware corporation ("LS...

EXHIBIT 10.09 AGREEMENT TO SUBLICENSE

AGREEMENT TO SUBLICENSE

     THIS  AGREEMENT TO SUBLICENSE  (the  "Agreement")  is made and entered into
effective  as of the _____ day of  January,  1998 by and  between  Xxxxxxx  Gold
Group, Inc., a Delaware corporation ("Xxxxxxx"),  and LS Capital Corporation,  a
Delaware corporation ("LS Capital").
                                     RECITALS:

     WHEREAS,  LS Capital and other parties entered into a letter agreement (the
"License  Agreement")  dated March 27,  1997 with  Xxxxxxx  Xxxxxxx  ("Xxxxxxx")
whereby  Xxxxxxx  agreed to continue  developing on behalf of LS Capital and its
subsidiaries  a technology  for  recovering  micro fine gold and other  precious
metals from desert sands (the "Technology"); and

     WHEREAS,  pursuant  to the License  Agreement,  LS Capital has the right to
sublicense  the  Technology  to  its   subsidiaries   and  affiliates  upon  the
fulfillment of certain conditions (the "Conditions Precedent"); and

     WHEREAS,  Xxxxxxx  Gold  desires a  sublicense  of the  Technology  from LS
Capital,  and LS Capital is willing to sublicense the Technology to Xxxxxxx Gold
upon the fulfillment of the Conditions Precedent, upon the terms, provisions and
conditions contained hereinafter and in the License Agreement;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
hereinafter  set forth,  $10.00 and other good and valuable  consideration,  the
receipt, adequacy and sufficiency of which are hereby acknowledged,  the parties
hereto agree as follows:

     1. Grant of  Sublicense.  In  consideration  of the premises and the mutual
covenants   hereinafter   set  forth,   $10.00  and  other  good  and   valuable
consideration,  the  receipt,  adequacy  and  sufficiency  of which  are  hereby
acknowledged  by LS Capital,  LS Capital hereby agrees to grant to Xxxxxxx Gold,
upon fulfillment of all Conditions  Precedent,  a non-exclusive  worldwide right
and sublicense to the Technology,  royalty-free with respect to LS Capital.  The
grant shall be co-terminus with the license granted in the License Agreement. In
this  connection and upon  fulfillment of the Conditions  Precedent,  LS Capital
agrees to deliver to Xxxxxxx Gold an agreement (the  "Definitive  Agreement") in
form  satisfactory  to LS Capital and Xxxxxxx Gold containing  customary  terms,
conditions and provisions with regarding to grants of sublicenses.

     2. Assumption of  Obligations.  Xxxxxxx Gold hereby agrees to assume in the
Definitive  Agreement all obligations that it owes to Xxxxxxx or that LS Capital
would  owe to  Xxxxxxx  by  virtue  of  Xxxxxxx  Gold's  use of the  Technology,
including,  without limitation, all payments of royalties and other amounts that
become due to Xxxxxxx  under the License  Agreement  solely by virtue of Xxxxxxx
Gold's use of the Technology.


 IN WITNESS  WHEREOF,  the undersigned have set their hands hereunto as of
the first date written above.

                                   "XXXXXXX"

                                   XXXXXXX GOLD GROUP, INC.



                                   BY:_________________________________
                                        Xxxxxxx X. Xxxxxxxxx, President

                                   ADDRESS:__________________________

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


                                   "LS CAPITAL"

                                   LS CAPITAL CORPORATION



                                   BY:_________________________________
                                        Xxxx X. Xxxxxx, President

                                   ADDRESS:     00000 Xxxx Xxxxxxx,
                                             Xxxxx 000
                                             Xxxxxxx, Xxxxx 00000