EXHIBIT 10 JOINT VENTURE AGREEMENT

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EXHIBIT 10

                             JOINT VENTURE AGREEMENT

         This Joint Venture Agreement (the "Agreement") is dated, entered into

and made effective this 17th day of January, 2005, by and among Mayfair Mining

and Minerals ( UK ) Ltd. ("Mayfair UK"), Mwaca Mines and Gemstones Ltd., a

Zambia private company and Kasazi Mining Limited, a Zambia private company, all

of Kafue, Luzaka, Zambia (jointly referred to as "Nyendwa")

                                R E C I T A L S

         A. Nyendwa is the owner, free and clear of certain prospecting

licenses, property and improvements situated thereon, all as more particularly

described in Schedule A attached hereto and incorporated herein by reference

(the "Properties").

         B. Mayfair UK and Nyendwa desire to jointly form a Zambian private

company to be called Mayfair Zambia or similar name and enter into a joint

venture whereby the parties shall develop the Properties outlined in Schedule A.

         Now, therefore, the parties hereby agree to be bound on the following

terms and conditions:

1.        OBLIGATIONS OF MAYFAIR UK:

         a)        Mayfair UK will provide a loan to Mayfair Zambia the sum of US

                  $150,000 as the first year's budget to incorporate the Zambian

                  subsidiary and set up the infrastructure necessary to perform

                  the first, second and third year's work program on the

                  properties and to fund the plant requirements to reopen the

                  Amethyst mine. As consideration for making such loan, Mayfair

                  UK shall receive a 70% equity interest in Mayfair Zambia. In

                  addition, Mayfair shall be repaid the US$150,000 loan from

                  proceeds from mining operations, if any, on a schedule and

                  payment plan approved by the Board of Directors of Mayfair

                  Zambia, in the Board's sole discretion.

         b)        The US$150,000 shall be deposited by Mayfair UK into the

                   Mayfair Zambia working capital bank account in increments of

                  $12,500 a month, commencing January 2005, or, in the case of

                  machinery purchase, on an as-needed basis, up to a maximum of

                  US$150,000. Said monies shall be used predominantly towards

                  exploration and development of the Properties and, on

                  expanding the reserves, all as more specifically determined by

                  the Board of Directors of Mayfair Zambia, in its discretion.

         c)        Mayfair UK shall have the right to withdraw its funding

                  obligations hereunder if it, in its sole discretion,

                  determines the project subject hereof is no longer feasible

                   for any reason, and, thereupon, shall have no further

                  liability to any party for any reason, effective the date

                  Mayfair gives all parties written notice of its decision.

2.        OBLIGATIONS OF NYENDWA:

          (a)       Upon signing of this Agreement Nyendwa shall transfer to the

                  joint venture company (Mayfair Zambia) the rights to the

                  mining licenses specifically referred to in Schedule "A", free

                  and clear of all liens and encumbrances of whatsoever nature,

                  and shall execute any and all documents required to effect

                  such transfer in compliance with all local laws, rules and

                  regulations applicable thereto.

         (b)       Julie Nyendwa and Upendo Nyendwa shall be in charge of the

                  day-to-day working operations of the Mayfair Zambia joint

                  venture company and shall both be paid a monthly salary, more

                  specifically outlined in Schedule "B", to perform these

                  duties. However, the Board of Directors of Mayfair Zambia

                  shall make all decisions regarding such operations and future

                  operations. (See paragraph 3(c) below.)

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3.        JOINT OBLIGATIONS OF MAYFAIR UK AND NYENDWA:

         (a)       After Mayfair UK's initial investment of $150,000 has been

                  completed, if additional funds are deemed necessary by the

                  Board of Directors of Mayfair Zambia to further develop the

                  Properties, any additional capital investments required shall

                  be provided by Mayfair UK, on a mutually agreed basis, and

                  deposited to the credit of Mayfair Zambia's bank account.

         (b)       All usual and customary project costs associated with the

                  Properties shall be billed and carried on the books of Mayfair

                  Zambia at cost.

         (c)       A Board of Directors of Mayfair Zambia shall consist of three

                  persons and shall be established with representation of two

                  directors appointed by Mayfair UK and one director appointed

                  by Nyendwa, and all decisions regarding the Properties and the

                  management of Mayfair Zambia shall be made by said Board of

                  Directors.

         (d)       Mayfair Zambia shall assume liability for reclamation costs of

                  the Properties (disturbed areas,