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<TEXT>


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 8-K

                          CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of Earliest Event) July 2, 2002


                 Golden Eagle International, Inc.
     (Exact Name of Registrant as Specified in its Charter)


    Colorado                        0-23726                     84-1116515
(State or Other                  (Commission                (I.R.S. Employer
Jurisdiction of                    File Number)              Identification
corporation)                                                        No.)


12401 South 450 East, Building D2, Suite A, Salt Lake City, Utah 84020
       (Address of Principal Executive Offices) (Zip Code)


                          (801) 619-9320
      (Registrant's Telephone Number, Including Area Code)


                        Not Applicable
 (Former Name or Former Address, If Changed Since Last Report.)

<PAGE> 1

ITEM 2.  Acquisition or Disposition of Asset.

     On July 2, 2002, the Company's wholly-owned operating subsidiary in
Bolivia, Golden Eagle International, Inc. Bolivia, entered into an agreement
for the purchase of three mining concessions and contract mining rights on
2,075 hectares (equivalent to 5,125 acres) in the area of Cangalli, Bolivia,
in the Tipuani Gold Mining District, approximately 100 kilometers (65 miles)
north of La Paz, Bolivia. The mining concessions and contract rights were
purchased from the Gold Mining Cooperative "United Cangalli, Ltd." (the
"Cooperative"), a Bolivian entity that is not affiliated with Golden Eagle.

     Golden Eagle's subsidiary paid $300,000.00 in cash, which Golden Eagle
obtained from accredited investors. In addition, the subsidiary agreed to
assume up to $175,000.00 of debt owed by the Cooperative to third parties,
which may be paid on terms convenient to Golden Eagle's subsidiary over the
course of the next four years. Our subsidiary also agreed to give the
Cooperative 4,130,000 restricted shares of our common stock. The Cooperative
committed to be bound by Regulation S and not attempt any resales within the
United States for a period of one year, but expressed its intent to distribute
its shares in accordance with Regulation S, in offshore transactions, to its
member shareholders in Bolivia.

     We have previously discussed the nature and geology of the gold deposits
found on these concessions over the course of the past 6 years in our annual,
quarterly and periodic reporting. The bed of the current Tipuani River is a
gold placer of alluvial deposition formed from erosion of hard rock gold
deposits in its headwaters in the Royal Cordillera range of the Andes, as well
as erosion from more local sources in the conglomerate material formed in the
Paleo-Tipuani Valley. The Paleo-Tipuani Valley bedrock consists of shales from
the Paleozoic and was refilled in a number of episodes during the late
Tertiary Age. These Tertiary mudflows, and other alluvial deposits, solidified
into a conglomerate known in the area as "Cangalli conglomerate" because of
pronounced outcrops surrounding the town of Cangalli.

     The mining concessions acquired by the Company have been superficially
and rudimentarily mined for gold since the Inca Empire, during the Spanish
Conquest, through the modern era, and most recently, since1981 by the
Cooperative. Golden Eagle's subsidiary intends to continue mining the
concessions for gold, but in a more sophisticated, mechanized manner.

<PAGE> 2

     Golden Eagle has evaluated these mining concessions by conducting three
geological studies, and several metallurgical studies, over the course of the
past 6 years, and determined that the indicated gold resources within the
concessions, and the potential economic feasibility of those resources,
justify what the Company believes to be a very reasonable purchase price. In
addition, these concessions anchor an overall strategy for the Company to
become a dominant landowner in the entire Tipuani Gold Mining District, and in
particular, in the Paleo-Tipuani gold conglomerates. With these concessions,
the Company now owns 74,000 contiguous acres in this area.

     The purchase also resulted in the elimination of an 18% gross royalty
that our subsidiary had under the previous exploration and mining contract
with the Cooperative.  In addition, by buying out the Cooperative's interest
in the mining concessions, Golden Eagle eliminated certain risk factors
associated with a Bolivian business organization made up of 118 individuals
from diverse socio-economic and political backgrounds that it had described in
its annual and quarterly reports as the "Cooperative Risk Factor."

     The mining concessions purchased by the Company's subsidiary are granted
by the Bolivian government, and pursuant to the Bolivian Mining Code, may be
owned in perpetuity by paying annually $1 per hectare, or $0.40 per acre, in
concession fees to the Bolivian government. There are no work or exploration
requirements.

Item 7  Financial Statements, Pro-Forma Financial Information and Exhibits

    (C)   Exhibits
    Exhibit Number     Description
    --------------     -----------

      1                Contract for the Purchase of Concessions and Contract
                       Mining Rights (translated from the original Spanish).

<PAGE> 3




                            SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                             GOLDEN EAGLE INTERNATIONAL, INC. (Registrant)

                              /s/ Terry C. Turner
Date: July 17, 2002      By: _______________________________________________
                             Terry C. Turner, President and Chief Executive
                             Officer






                                4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>3
<FILENAME>goldenexhibit.txt
<DESCRIPTION>CONTRACT FOR PURCHASE OF CONCESSIONS AND MINING RIGHTS
<TEXT>
                       SIR, NOTARY PUBLIC:

     In the registry of public writings that are in your charge, please
insert one regarding the transfer of mining concessions and contract of mining
that are subscribed by the Company GOLDEN EAGLE INTERNATIONAL, INC. BOLIVIA,
as the first party and the MINING COOPERATIVE "UNITED CANGALLI LTD.", as the
other party, in accordance with the following clauses:

FIRST.- (THE CONTRACTING PARTIES).- You will say sir, Notary, that those that
subscribe this contract are:

    a)     as the first party the Company GOLDEN EAGLE INTERNATIONAL, INC.
BOLIVIA, represented by its attorneys-in-fact, Messrs. Harlan MacSpadden
Delozier and Victor Hugo Bretel Bibus, by virtue of a general power of
attorney, which is ample, comprehensive and sufficient, which has been
conferred upon them and which is on the record as Public Writing No. 882/2001,
of June 29, 2001, protocolized before the Notary Public Ms. Daisy Benito Pozo,
whose legal jurisdiction is recognized by virtue of R.A. 21655/2001 of August
10, 2001 and is inscribed under the Registry of Commerce No. 09-052224-01,
which will be denominated as THE COMPANY below; and

    b)     as the other party the Mining Cooperative "UNITED CANGALLI LTD.",
legally organized by virtue of its Act of Constitution on November 16, 1981,
with registry recognized by the National Institute of Cooperatives (INALCO),
by means of a Resolution of the National Council No. 01700 of February 4,
1975, inscribed in the National Registry of Cooperatives under Registry No.
1618 of February 4, 1975, represented in the current act by its members and
attorneys-in-fact, Messers.: Benjamin Liberato Duran Siray, with C.I. 425375
L.P. (Administrator/President), Guillermo Marcos Garcia Blanco with C.I.
2335940 L.P. (General Secretary), Andres Carizales Mendoza with C.I. 2240968
L.P. (Treasurer), Flavio Oblitas with C.I. 2114726 (Coordinator), Alberto
Callisaya Loza with C.I. 2003329 L.P. (President of the Vigilance Committee),
Javier Arauco Camara with C.I. 2373013 L.P. (Secretary of the Vigilance
Committee), Ladislao Garcia Blanco with C.I. 2373013 L.P. (Delegate), David
Vidal Arauco Rivas with C.I. 2608156 L.P. (Delegate), Reynaldo Antonio Elena
Calle with C.I. 399828 L.P. (Delegate), Hernan del Carpio Zubieta with C.I.
303007 L.P. (Delegate), Juan Carlos Rodriquez Loza with C.I. 2262795 L.P.
(Delegate), Pedro 2do Guzman Wickley with C.I. 2263567 L.P. (Delegate), Julian
Saravia Aguilar with C.I. 3390256 L.P. (Delegate), Rolando Gutierrez Beltran
with C.I. 3319562 L.P. (Delegate), and Hugo Torrez Penaloza with C.I 271782
L.P. (Delegate), by virtue of a Power of Attorney No. 260/2002, on June 26,
2002, authorized before the Notary Public Juan Carlos Rivera Aldazosa, whose
powers were authorized, designated and conferred by a General Assembly of the
Members on April 27, 2002, which is evidenced in Public Writing No. 039/2002,
authorized before the Notary Public Juan Carlos Rivera Aldazosa and signed in
the offices of

                                1
<PAGE>

THE COOPERATIVE in the locality of Cangalli, the legalized minutes of which
form an integral part of the current contract, so that those authorized may
subscribe all types of documents, contracts, transfer documents of the mining
concessions which are the property of THE COOPERATIVE and the transfer of any
and all rights which the same has with respect to a contract with the Local
Organization of Mining Cooperatives of Cangalli, Ltd., from the date June 11,
2002.

SECOND.-(THE VALIDITY OF THE CURRENT CONTRACT).- Because it is convenient to
the interest of the contracting parties, those parties have decided by common
accord to assign the present instrument the status of a definitive transfer of
the mining concessions of THE COOPERATIVE, with all of the legal validity
based on the Law, and the contract rights THE COOPERATIVE has with the Local
Organization of Mining Cooperatives, Ltd., regarding 105 hectares, that
contract containing the same volition of the parties, which recognize the
plain validity and force of law, submitting themselves to the faithful and
strict compliance in an irrevocable manner.

THIRD.-(THE OBJECT AND THE PROPERTY RIGHT IN THE CONCESSIONS).- On this date,
and in a free and voluntary manner, without any problems with respect to
consent, and because it is convenient to their interest, THE COOPERATIVE
transfers in favor of THE COMPANY the mining concessions and rights, which are
detailed as follows:

1.     CONCESSIONS (DEPOSITS).- THE COOPERATIVE, is the only legitimate owner,
with executive titles, to the concessions described below and that for
purposes of this contract shall be called THE CONCESSIONS:

a) Monte Verde            562.5 Hectares          22.5 Quadrile Sections
b) November 15th          562.5 Hectares          22.5 Quadrile Sections
c) San Luis               200 Hectares            8 Quadrile Sections
d) Flor de Mayo           50 Hectares             2 Quadrile Sections

                                   TOTAL          55 Quadrile Sections

Equivalent to the mining concession: MINING COOPERATIVE UNITED CANGALLI, LTD.,
registered on October 28, 2000 with the Technical Service of Mines under
registration number LP751 with Executive Title 792/2000 of October 5, 2000
authorized before the Notary Public No. 033, Dr. Maria Rosa B. de Cordero and
with page number 6047-III on the National Map.

e) San Juan de Buena Vista     200 Hectares       8 Quadrile Sections
f) Chaco Ltd.                  100 Hectares       4 Quadrile Sections
g) November 18th               13 Hectares        0.52 Quadrile Sections
h) United Cangalli Central     105 Hectares       4.2 Quadrile Sections
i) Chaco Chico                 38 Hectares        1.52 Quadrile Sections



                                2
<PAGE>


j) Continuation Sector         44 Hectares        1.76 Quadrile Sections

                                   TOTAL          20 Quadrile Sections

Equivalent to the mining concession: MINING COOPERATIVE UNITED CANGALLI, LTD.,
registered on January 16, 2001 en the Technical Service of Mines under
registration number LP 811 with Executive Title No. 14/2001 of January 9, 2001
authorized before the Notary Public No. 033 Dr. Maria Rosa B. de Cordero and
with page number 5947-II,6 of the National Map (NL, Santa Rosa de Challana).

k) UNITED CANGALLI with 8 quadrile sections, registered on January 16, 2001 en
the Technical Service of Mines under registration number LP 812 with Executive
Title No. 375/98 of May 28, 1998 authorized before the Notary Public No. 001
Dr. Julio Iturralde Perales and with page number 5947-II, 60 of the National
Map (Santa Rosa de Challana). The same, which due to an internal accord within
the COOPERATIVE is found registered in the name of Mr. GERMAN NUNEZ ARANDA,
but which belongs and always did belong to the COOPERATIVE by the current
contract is an included concession in the transfer to THE COMPANY. At the
time, Mr. German Nunez Aranda is legally represented by his attorney-in-fact,
LOURDES GRISOL GUTIERREZ DE NUNEZ, by virtue of a Power of Attorney conferred
and evidenced in Public Writing No. 444/2002 of June 28, 2002, authorized
before the Notary Public Ms. Silvia Noya Laguna, who expressly manifest her
consent for the transfer of the described concession to THE COMPANY.  In
addition, to authorize her consent in the status of wife, she does subscribe
the current document, Mrs. Lourdes Grisol Gutierrez de Nunez, who consents to
the transfer referred to above. This concession is being inscribed in the
Office of Property Rights.

By this document THE COOPERATIVE sells and transfers, in total, definitively
and perpetually, to THE COMPANY 100% (one hundred percent) of the rights that
correspond to THE MINING CONCESSIONS described previously, with all of their
uses, customs, easements, without any limitation of any kind, whose details
and specifications on the Certificates of Inscription with the Technical
Service of Mines are attached as Exhibit "A", and form part of this document.

2.-CONTRACT.- THE COOPERATIVE transfers any and all contract rights that it
has signed with the Local Organization of Mining Cooperatives, Ltd., the same
being an indefinite contract, for THE COOPERATIVE to carry out mechanized
mining of the pillars, remaining ground and remaining work areas from any
previous mining, in 105 hectares found and described within the same contract,
which is attached as Exhibit "B", and is an integral part of this contract.
Within this transfer are the contract rights bearing on THE SHAFT.

FOURTH.-(SALE AND PRICE OF THE TRANSFER).- By this contract, and in a
voluntary and free manner, without any problems regarding consent, and because
it is convenient to their interests, and by virtue of the Minutes of the
General Assembly and

                                3
<PAGE>

the Power of Attorney which was authorized by the members of the Gold Mining
Cooperative United Cangalli Ltd., THE COOPERATIVE, does sell and transfer the
CONCESSIONS and CONTRACT RIGHTS mentioned in the previous clause, to THE
COMPANY, for the price freely agreed upon of $us300,000 (THREE HUNDRED
THOUSAND AMERICAN DOLLARS).

In addition, and as compensation, THE COMPANY recognizes up to $us175,000.00
(ONE HUNDRED SEVENTY FIVE THOUSAND AMERICAN DOLLARS) through the subrogation
of obligations of THE COOPERATIVE with third parties, and will give
additionally the amount of 4,130,000 (FOUR MILLION ONE HUNDRED AND THIRTY
THOUSAND) common shares of the company Golden Eagle International, Inc.,
subject to those requirements and representations described in Clause Eleven
of this contract, so that those shares may be equally divided and distributed
to each of the members of THE COOPERATIVE.

FIFTH.-(FORM OF PAYMENT OF THE AGREED UPON PURCHASE PRICE AND MANNER OF PAYING
THE COMPENSATION).- THE COOPERATIVE declares that upon the signature of the
current contract it receives from THE COMPANY the sum of $us300,000.00 (THREE
HUNDRED THOUSAND AMERICAN DOLLARS) in its entirety, in legal tender to the
full satisfaction of THE COOPERATIVE, which you, Sir, Notary Public, will
verify.

The further compensation referred to in the Fourth Clause will be paid by THE
COMPANY in the following manner:

    a)     Within the term of 30 calendar days from the subscription of this
contract, THE COOPERATIVE, or the person or entity which it designates, will
be given the sum of 4,130,000 (FOUR MILLION ONE HUNDRED AND THIRTY THOUSAND)
common shares of the company Golden Eagle International, Inc., these shares
subject to those requirements and representations described in Clause Eleven
of this contract and with respect to which it is expressly agreed that THE
COOPERATIVE will equally divide and distribute to each of its 118 members,
which will result in each member of THE COOPERATIVE being given, based on the
system established by THE COOPERATIVE, the amount of 35,000 common shares of
the company Golden Eagle International, Inc., a list of those members of THE
COOPERATIVE being included and attached to the present contract as Exhibit
"C". It is expressly agreed that the shares given to THE COOPERATIVE, and
which will be given to each of its members, may not be sold until the
expiration of one calendar year from the date of issuance and are subject to
Rule 144 and Regulation S in accordance with the stipulation in Clause Eleven.

     b)     The compensation carried out by the subrogation of the debts in an
amount up to $us175,000.00 (ONE HUNDRED SEVENTY FIVE THOUSAND AMERICAN
DOLLARS), will operate once THE COOPERATIVE gives to THE COMPANY within the
term of 30 days from the execution of this contract, a detailed list of those
debts, and the same will form part of this contract once given without the

                                4
<PAGE>

necessity of being attached hereto as Exhibit "D", agreeing as indicated in
Clause Twelve, that THE COMPANY is authorized to transact accords,
negotiations, confirm the existence of debts, or confirm the lapse or running
of the statute of limitations of the same, with all of the faculties, rights,
and obligations which correspond to a common debtor, substituting for THE
COOERATIVE in all of its rights and obligations, for which THE COMPANY is
authorized to determine negotiations which it considers convenient to its
interests in relation to whomever comes forward as a debtor regarding those
accounts or credits, and freeing THE COOPERATIVE of any and all obligation or
responsibility for the same.

SIXTH.-(GUARANTEES REGARDING EVICTION AND PERFECTING TITLE).- THE COOPERATIVE
declares and guarantees THE COMPANY:

    1.     That the concessions and contract rights which are the object of
the current purchase agreement and transfer are not encumbered, nor mortgaged,
nor do they have any limitation, THE COOPERATIVE obligating itself to
guarantee eviction and perfection of title.

    2.     That the concessions and contract rights which are transferred by
this contract are free of any encumbrance, lien, mortgage, or claims of any
nature by any third party.

    3.     That the members and attorneys-in-fact of THE COOPERATIVE have all
of the attributes, powers, rights and faculties to transfer to THE COMPANY its
rights (interests) in the concessions and the contract rights described in the
Third Clause and the Exhibits "A" and "B".

    4.     That the concessions that THE COOPERATIVE transfers by this
contract, with respect to title, concession rights, and ownership and
interests of THE COOPERATIVE in the same are preserved and perfected, without
any deficiencies with respect to compliance with the law or current,
applicable contracts.

    5.     That the concessions transferred by THE COOPERATIVE to THE COMPANY
by this contract, described in the Third Clause, are legitimately and solely
titled to THE COOPERATIVE.

In any case, THE COOPERATIVE, and personally its attorneys-in-fact, constitute
themselves as guarantors of eviction and perfection of title, obligating
themselves to confront and respond to any claim that may arise from any member
of THE COOPERATIVE or third parties, and which has an adverse impact, direct
or indirect, on the rights contained in this contract.

SEVENTH.-(GUARANTEE OF THE VALUE OF THE SHARES).- THE COMPANY declares that
the current value of the shares issued and given of the company Golden Eagle
International, Inc. is $us0.10 (ten cents of an American dollar) per share.

                                5

The company COPROFI, S.R.L., represented in the current contract by ENRIQUE
SARMIENTO SANCHEZ, is legally authorized by minutes of an Assembly of
Shareholders, dated July 1, 2002, the legalized copy of which forms an
integral part of this contract as Exhibit "E", expressly becomes guarantor
with respect to the value of the shares which are given to THE COOPERATIVE or
its members individually, assuming the obligation to compensate the
shareholders for any difference between the value of the sale and the $us0.10
per share, upon the date that the shareholders desire to sell those shares,
having run the limitation period for the sale of those shares and for the
period of one hundred and eighty days thereafter exclusively.

In the event that the shares, after the one year limitation has run, had a
value in excess of $us0.10 per share, the company COPROFI, S.R.L., will
collaborate in the sale with THE COOPERATIVE, or its individual members, who
wish to sell their shares in accordance with the requirements bearing on the
same.

EIGHTH.-(THE OBLIGATIONS TO BE PERFORMED OF THE COOPERATIVE AND THE COMPANY).-
THE COOPERATIVE will give all of its collaboration to THE COMPANY in diligent
manner to prepare, sign, provide all documents and instruments that THE
COMPANY may require, to carry out the transfer of the concessions detailed in
the Third Clause and Exhibit "A", including the protocolization of this
contract before a Notary Public and its registry in the Office of Real
Property Rights in La Paz.

On its part, THE COMPANY, agrees to sign simultaneously a contract in which
the stipulations are annulled which are contained in the Contract for Mining
subscribed December 18, 2001 (from the Contract signed November 20, 1996). In
view of the fact that by means of the current contract all contract rights are
being transferred bearing on the mechanized mining of the pillars, remaining
ground and remaining work areas from any previous mining, in the 105 hectares
which are the subject of the contract between THE COOPERATIVE and the Local
Organization of Mining Cooperatives Cangalli, Ltd., an area which is
delineated in Exhibit "F", referred to on the topographical plan which was
created by the parties, and is known and signed by the contracting parties,
which forms part of this contract without the necessity of being included as
an Exhibit to the same, THE COMPANY, by this contract, agrees to sign a new
contract for mining, under the same conditions which exist on the date of the
signing of this contract, so that THE COOPERATIVE may mine the MINING SHAFT
which is found within the 105 hectares, and by this manner guarantee the
obligations of THE COMPANY with respect to the town of Cangalli and the Local
Organization of Mining Cooperatives Cangalli, Ltd. THE COMPANY manifest its
agreement to respect the commitments in favor of:

     a)     The Local Organization of Mining Cooperatives Cangalli, Ltd. and
FERRECO, a regional tax equivalent to 0.5% and

     b)     For the town of Cangalli through its legal authorities, a local
tax equivalent to 0.5%.

                                6
<PAGE>


Both percentages on the results of the mining of THE CONCESSIONS (as
previously existing taxes).

It is expressly agreed that additionally to that which has been mentioned, THE
COMPANY voluntarily agrees to honor its commitment previously made to donate
the sum of $us20,000.00 to THE COOPERATIVE to cover emergencies which
periodically arise for its members. Moreover, THE COMPANY agrees to honor its
commitment previously made to help offset power consumption for THE
COOPERATIVE over the course of the upcoming year up to a maximum amount of
$us20,000.00 running from April 2002 (to April 2003).

Finally, as an act of separation, THE COMPANY agrees to maintain its help and
support in the areas of health and education in favor of the community of
Cangalli as it has been developing to date.

NINTH.-(PAYMENT OF EXPENSES AND TAXES RELATIVE TO THE TRANSFER).- The
contracting parties declare that by common accord THE COMPANY will cover 100%
of the amount corresponding to transfer taxes. In addition, THE COMPANY will
pay the necessary expenses to register the transfer and record it with the
Office of Real Property Rights.

TENTH.-(POSSESSION OF THE CONCESSIONS).- In compliance with this contract, THE
COOPERATIVE will give possession of the concessions which are the object of
this purchase contract to THE COMPANY so that THE COMPANY may enter into
immediate possession of the same, in a simultaneous and immediate manner with
the signing of the present contract.

Nothing can constitute a reason or cause for the rescission, nullity, or
resolution of this contract. In that regard, it is expressly stated that this
contract and the sale and transfer are definitive and irrevocable, the reason
for which herein THE COOPERATIVE gives total possession of the concessions,
and all that in them is found, to THE COMPANY, without any possible complaints
or claims which could block the intent of this contract.

ELEVENTH.-(THE SHARES).- The shares that THE COMPANY will give to THE
COOPERATIVE in accordance with this contract may only be sold after the
expiration of three hundred and sixty five days, that is, after one year from
the issuance of said shares.

The shares which THE COMPANY will give to THE COOPERATIVE in accordance with
this contract have not been registered pursuant to the Securities Act of 1933
or applicable state laws within the United States of America and are given and
offered in accordance with an exemption to the provisions for registration in
accordance with those laws.

In addition, these shares may not be sold, transferred, assigned or disposed
of except as stipulated to in this contract, and unless such is in compliance
with the restrictions to transfer and sale contained in this contract and the
applicable state and federal laws of the

                                7
<PAGE>

United States of America with respect to the sale, transfer, assignment or
disposition of securities.

Upon subscribing this contract and having resolved to accept shares from THE
COMPANY, THE COOPERATIVE declares and guarantees that:

     a)     THE COOPERATIVE states in an express manner that it has analyzed
and comprehends totally that having accepted shares from THE COMPANY is the
equivalent of making an investment in THE COMPANY.

     b)     THE COOPERATIVE, its directors, membership delegates, as well as
its lawyers and financial advisors, have reviewed and received the last Annual
Report of THE COMPANY for the year 2001, on Form 10-KSB, filed with the
Securities and Exchange Commission of the United States of America, and have
had an opportunity to review all of the Quarterly Reports on Form 10-QSB;
Periodic Reports on Form 8-K; press releases; information available at THE
COMPANY'S website on the Internet, www.geii.com; and all other information
existent.

     In addition, the General Assembly of Members of THE COOPERATIVE, which
took place on April 27, 2002, has approved the reception of shares of THE
COMPANY after having made all of the necessary inquiries to make such a
determination.

     c)     THE COMPANY reserves the right to stop the transfer of shares to
THE COOPERATIVE in the event that THE COMPANY does not receive all of the
corresponding documentation regarding the titles to the concessions and
further legal documentation to be in compliance with this contract. In the
event that THE COOPERATIVE does not give to THE COMPANY the corresponding
documentation, THE COOPERATIVE will pay the damages occasioned upon THE
COMPANY.

TWELVTH.-(OBLIGATIONS OF THE COOPERATIVE TO BE PAID).- THE COMPANY agrees to
cover the debts that THE COOPERATIVE has with various creditors, which will be
detailed within the term of 30 days from the subscription of this contract,
the same which will then comprise Exhibit "D" and form and integral part of
this contract without the necessity of being inserted, up to a maximum amount
of ONE HUNDRED SEVENTY FIVE THOUSAND AMERICAN DOLLARS ($us175,000.00), as
indicated in the Fourth Clause above.

To effectively cover those obligations THE COMPANY will require 90 days from
the tender of the list indicated to review and analyze the source of each the
debts, for which it will coordinate with a commission designated by the
Assembly of Members and the Board of Directors of THE COOPERATIVE, and THE
COMPANY reserves the right to negotiate individually with each of the DEBTORS
and each of the obligations, and cover them in the manner that will best meet
the needs of THE COMPANY, for the completion of which a maximum term of four
years is established to complete the indicated amount.

                                8
<PAGE>



THIRTEENTH.-(GUARANTEES OF THE COMPANY).- THE COMPANY guarantees THE
COOPERATIVE its compliance with the obligations assumed, in accordance with
this contract, with all of its assets, and any obtained, and within the best
form of right.

FOURTEENTH.-(APPLICABLE LAW AND ARBITRATION).- This contract is subject to,
and regulated by, the laws of the Republic of Bolivia, in all that is
pertinent.

The parties agree that any question that may arise from this contract and
which supposes a conflict or disagreement among the parties, will be resolved
in its first instance in an amenable form and by means of direct negotiations
between the parties; only in the case that the parties cannot arrive at direct
accords, it is convenient that they subject all and any difference to the
decision of a panel of arbitration before the Center for Conciliation and
Arbitration of the National Chamber of Commerce with its headquarters in La
Paz, applying the norms set out in Law No. 1770, of March 11, 1997, and under
the procedures provided for in that Center. The parties agree that the
decision of the Arbitration Panel is binding and without recourse or
jurisdictional action whatsoever.

FIFTEENTH.-(IN CONFORMITY).- We, as the first party: Benjamin Liberato Duran
Siray, with C.I. 425375 L.P. (Administrator), Guillermo Marcos Garcia Blanco
with C.I. 2335940 L.P. (General Secretary), Andres Carizales Mendoza with C.I.
2240968 L.P. (Treasurer), Flavio Oblitas with C.I. 2114726 (Coordinator),
Alberto Callisaya Loza with C.I. 2003329 L.P. (President of the Vigilance
Committee), Javier Arauco Camara with C.I. 2373013 L.P. (Secretary of the
Vigilance Committee), Ladislao Garcia Blanco with C.I. 2373013 L.P.
(Delegate), David Vidal Arauco Rivas with C.I. 2608156 L.P. (Delegate),
Reynaldo Antonio Elena Calle with C.I. 399828 L.P. (Delegate), Hernan del
Carpio Zubieta with C.I. 303007 L.P. (Delegate), Juan Carlos Rodriquez Loza
with C.I. 2262795 L.P. (Delegate), Pedro 2do Guzman Wickley with C.I. 2263567
L.P. (Delegate), Julian Saravia Aguilar with C.I. 3390256 L.P. (Delegate),
Rolando Gutierrez Beltran with C.I. 3319562 L.P. (Delegate), and Hugo Torrez
Penaloza with C.I 271782 L.P. (Delegate), representing THE COOPERATIVE and as
guarantors of the obligations of eviction and perfection of title; and LOURDES
GRISOL GUTIERREZ DE NUNEZ, in legal representation of  GERMAN NUNEZ ARANDA;
and finally, HARLAN MACSPADDEN DELOZIER and VICTOR HUGO BRETEL BIBUS, as legal
attorneys-in-fact for THE COMPANY; in addition to ENRIQUE SARMIENTO SANCHEZ,
in representation of COPROFI, S.R.L., in favor of the clauses which have
preceded, we express our full conformity with the content of the same and as a
sign of our acceptance we subscribe at the foot of this contract, and moreover
we expressly assign this contract the status of a private document, with full
value and enforceability from the date that it is signed and until it is
elevated to the category of a public instrument.

You, Sir, Notary Public, will please add the additional clauses of style and
security in conformance with the law.

                                9
<PAGE>


This contract is signed in three originals in the city of La Paz on the second
day of the month of July of 2002.

 Signatures of those named above. /s/





                                10

</TEXT>
</DOCUMENT>
</SUBMISSION>
