MINING OPERATION AGREEMENT

CRISTINA 4, CRISTINA 5, CRISTINA 6 and CRISTINA 7

CONSIDERING:

FIRST CLAUSE

INTERPRETATION

SECOND CLAUSE

OBJECT OF THE CONTRACT

POINT NORTH (m) EAST (m)

POINT NORTH (m) EAST (m)

POINT NORTH (m) EAST (m)

POINT NORTH (m) EAST (m)

THIRD CLAUSE

INVESTMENT PROGRAM

FOURTH CLAUSE

EXPLOITATION PLANS

FIFTH CLAUSE

PRODUCTION VOLUME

SIXTH CLAUSE

ECONOMICAL COMPENSATION

SEVENTH CLAUSE

SPECIAL ADVANTAGES

FOR THE YEAR 2002:

FOR THE YEAR 2003:

1- CRYSTALLEX shall guarantee that the operations of the mine object of the Project

“Las Cristinas 4, 5, 6 and 7” shall be carried out by competent personnel with

experience in gold mining, to which effect it shall establish training programs for

personnel. In accordance to article 27 of the Organic Labor Law of the Bolivarian

Republic of Venezuela ninety per cent (90%) at least of both employees and

workers during the execution of this Contract must be Venezuelans, save for the

exceptions established in article 28 of said Organic Law. Furthermore,

CRYSTALLEX shall contract as of the date of signature of this Contract the

administrative and work personnel that currently labors at the installations in

operation and maintenance of the Camp of the project Las Cristinas 4, 5, 6 and 7, in

accordance to the payroll that the CORPORATION shall supply, as Annex E.

2- CRYSTALLEX shall use the most advanced technology with the purpose of

reaching international standards and competitive prices. Moreover, it agrees that the

extraction of the gold mineral be made according to the best techniques in mining to

reach maximum recuperation of the resource, taking care of conserving the deposit

and preserving the environment, in the execution of the exploitation works.

CRYSTALLEX shall comply with the requirements established in the Annual

Production Plans approved by the CORPORATION.

3- CRYSTALLEX is obliged to fulfill the obligations of production and grade of the

mineral of gold in accordance to the Annual Production Plan, so it agrees to:

3.1- Adopt the precautions and measures necessary to prevent and avoid work

accidents and shall take special interest in the fulfillment of the dispositions

of the Ministry of Labor regarding hygiene and industrial security, and

compliance with the applicable legal regulations.

3.2- Supply the equipment, consumable materials and related services such as

drainage, dikes, electric control and distribution installations, compressed

air, ventilation system, pump systems, drinking water processing

installations, sewer installations, internal and external systems for

communication and transport, dining rooms, and in general all the

installations that it shall operate at the mine site.

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3.3- CRYSTALLEX is the sole employer of the personnel assigned to the

execution of the works object of this Contract, so it shall pay for all

obligations derived from the labor contractual relationship and shall strictly

comply with the provisions of the applicable laws.

CRYSTALLEX expressly accepts to relieve the CORPORATION of any

responsibility as established in the Organic Labor Law. By virtue of this

provision, CRYSTALLEX agrees to reimburse all expenses or payments

that the CORPORATION may be obliged to make due to labor lawsuits

against it based on its shared responsibility from the legal regulations above

mentioned.

3.4- CRYSTALLEX shall supply the technical information to the

CORPORATION for the processing of the environmental permits necessary

for the operation of the mine “Cristina 4, 5, 6 and 7”. For its part,

CRYSTALLEX shall strictly comply with the applicable environmental

regulations in the execution of the works object of this Contract.

3.5- CRYSTALLEX shall participate jointly with the CORPORATION in the

obtaining of all the permits for the use of explosives and any other required

by Venezuelan Law and regulations in this respect.

3.6- CRYSTALLEX with the backing of the CORPORATION shall obtain the

municipal, state and national permits for its legal operation, if these should

be required.

3.7- CRYSTALLEX agrees to contract according to its operative requirements

Venezuelan service companies, preferably regional and local companies, and

to purchase Venezuelan consumables and materials to be used in this

project, in accordance to presidential Decree # 1892 of july 25, 2002,

published in the Official Gazette of the Bolivarian Republic of Venezuela #

37.494 of July 30, 2002.

3.8 CRYSTALLEX agrees to give the CORPORATION, under inventory, at the

end of the period of this Contract, all the installations and equipment

existent to this date, and good functioning state, which must coincide with

the inventory or list of equipments and installations notified by

CRYSTALLEX to the CORPORATION in the opportunity of their

acquisition or construction, according to the case, during the force of this

Contract. To this purpose CRYSTALLEX agrees to give the

CORPORATION the list of the equipments to be imported with their

characteristics and specifications, including their commercial value.

3.9 CRYSTALLEX shall present during the first seven (7) days of each month a

report of carried out activities (technical studies made including information

from the field and production), as well as any other information required

from it, in order to follow through the development of the project.

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3.10 CRYSTALLEX agrees to desist of any pretension or judicial action it has

against the CORPORATION, and the CORPORATION agrees to accept it.

1- The CORPORATION agrees to give CRYSTALLEX the Studies made over the

area of the Contract, so that it may do the Certification of the same and

subsequently elaborate the Feasibility Study.

2- The CORPORATION may propose CRYSTALLEX specialized technical personnel

that the CORPORATION may consider apt for the development of this project and

CRYSTALLEX is in liberty to contract said required personnel, as it deems

convenient.

3- The CORPORATION shall give CRYSTALLEX under inventory identified Annex

F, at the beginning of the duration of this Contract, the installations currently

existing at the mine object of the project “Las Cristinas 4, 5, 6 and 7” for the

purposes of this Contract.

4- The CORPORATION shall obtain the environmental and mining permits required

for the execution of this Project. In any event the periods contemplated in this

Contract shall not start counting until the permits have been obtained.

5- All notices to the MEM object of this Contract shall be made by the

CORPORATION.

1- CRYSTALLEX shall present within sixty (60) days from the signature of the

Contract, and each year, a bank bond of performance of the execution of the

Contract, correspondent to 5% of the value of the production for the duration of

construction, to be liberated with the act of initiation of commercial production by

the CORPORATION. Moreover, the CRYSTALLEX shall maintain an insurance

policy for equipment and installations in order to cover damages such as: theft, fire

and inundations. Also, the Operator shall constitute a labor bond to guarantee the

labor obligations of each year.

2- CRYSTALLEX shall present in favor of the Ministry of Environment and

Renewable Resources, before both construction and exploitation, the environmental

bonds that guaranty the reparation of environmental damages that could be caused

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by construction and exploitation of the Project, in order to proceed in accordance to

article 59 of the Law of Mines.

1- The CORPORATION shall create a Technical Liaison Office formed by a team of

professionals, to be in charge of the supervision of the works, under the

responsibility of the Liaison Manager, of its free designation and removal. The

CORPORATION shall present in writing to CRYSTALLEX, as a result of this

supervision, the observations or recommendations it may deem convenient and

CRYSTALLEX shall comply with them in the terms indicated, safe when

CRYSTALLEX should have a different criteria over the matters at hand, which it

will inform with motivation to the CORPORATION for the correspondent

discussion and reach a satisfactory agreement for the Parties. Moreover,

CRYSTALLEX shall pay the remuneration expenses of the referred personnel of

the Technical Office and shall render it logistic assistance: it shall put at its disposal

a physical space with the respective office furniture and computer equipment,

supply its transport, lodging and food; and shall permit the personnel of the

Technical Office free access to the area of the Project.

CRYSTALLEX agrees to render technical assistance, under the supervision of the

CORPORATION, to organized groups of small miners identified as: Nuevas

Claritas, Siete Estrellas, Los Rojas y La Bolivariana, installed in limited areas

within the Project Cristinas, and any other that may be created and be approved by

CRYSTALLEX, in order to guaranty good operative practices and lesser

environmental impact.

All notifications that must be made under this Contract shall be made in Spanish and shall

be presented in person. The notifications must be sent to the following addresses:

Edificio CVG – Alta Vista

Puerto Ordaz, Estado Bolívar

Republica Bolivariana de Venezuela

Atention: Gral (Div.) Francisco Rangel Gómez

Presidente de la Corporación Venezolana de Guayana

Telephone: 0286 9661474 – 966 1475

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Address: Torre Forum, piso 12, Avenida principal de Las Mercedes con Calle Guaicaipuro,

Urbanización El Rosal, Municipio Chacao.

Atention: Ing Luis Felipe Cottin

President of Crystallex de Venezuela, C.A.

Telephone: 0212-952.6061

Fax: 0212-952.5011

Any of the Parties, through written notice, may designate another functionary to receive

notices, as well as a new address for the correspondent notices. All notices shall be deemed

to have been made upon reception by the addressee.

1 If during the execution of the works foreseen in this Contract, during a period of one

year, CRYSTALLEX did not fulfill the daily production or grade average of the

extracted mineral, contemplated in the Annual Production Plan, CRYSTALLEX

shall compensate economically in a proportionate manner the CORPORATION for

lost profits.

To quantify the effect of this breach of contract, the year will be counted from the

first day of work foreseen in the Annual Production Plan, and for the daily average

the production to be taken into account shall be that of the year divided into three

hundred sixty five (365) days.

Are exempted from being considered as breach the suspensions of operation due to

force majeure, in accordance to the provisions in clause Fifteenth of this Contract.

2. Shall be also considered as breach of contract the causes described in article 98 of

decree 295 with rank and force of Law.

3. Same treatment shall be applied to any violations of the environmental conditions

set by the Ministry of Environment and Renewable Resources (MARNR)

4. The causes defined as material breach in the First Clause of this Contract.

None of the Parties shall be responsible for any non-fulfillment of their obligations

under this Contract, when said non-fulfillment is the result of force majeure, which

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shall consist in any circumstance out of the control of any of the Parties that could

not have been reasonably foreseen and overcome, and that may impede or slow

excessively the fulfillment of the obligations established in this Contract. Said

circumstances include, but are not limited to the acts of nature such as inundations,

earthquakes, hurricane winds, and any other of such magnitudes, but also include

new laws, decrees, regulations, municipal regulations, or administrative acts by the

Government at its different levels or branches of the Public power emanated from

any public authority legally competent in the correspondent matter, on condition

that upon these acts the affected Party has exercised due care and diligence to

reasonably control, avoid or prevent the act and its damaging consequences. Any of

the Parties shall notify the other Party in writing, in the case that it may not be able

to comply with any of its obligations due to force majeure, as soon as possible,

describing the cause of said non-fulfillment and shall reinitiate the fulfillment, if

that is the case, within a reasonable period of time after force majeure has

disappeared. But in no case and for no reason the duration of the Contract may be

extended further than the period hereinafter established.

1- The CORPORATION and CRYSTALLEX may mutually agree the termination of

this Contract when the circumstances so require. Within a period of time to be

agreed by the Parties for the resolution of the Contract, both agree to wholly fulfill

the obligations under this Contract.

2- In the case of breach by any of the Parties, under clause Sixteenth of this Contract,

the affected Party shall have the right to terminate this Contract immediately after

ninety (90) days from the date in which the Party notifies the other in writing, of

non-fulfillment of any obligations under this Contract, on condition that within such

period of time said breach has not been corrected. If the Party that notifies of the

breach considers that it can be corrected before the ninety (90) days mentioned, it

must expressly indicate to the other Party in the notification the reasonable period in

which the breach of contract must be corrected, with sufficient motivation on which

such period is based. If the breach of contract is corrected in a period longer than

that reasonably expressed by the aggravated Party, or longer than the period

accepted by the latter upon proposal by the aggravating Party, on condition that it

not exceed ninety (90) days, the Party that has violated the Contract shall pay the

correspondent damages caused by the delay.

The stipulations in this clause shall apply in all cases of breach of contract, except

on those cases in which the contract foresees a specific manner and opportunity for

the termination of the contract, and the provisions in clause twenty fourth of this

contract.

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1- Shall be the responsibility of CRYSTALLEX the fulfillment of the regulations in

force regarding conservation, defense and improvement of the environment,

specially those referred to the control of environmental impact of mining activities

and the correction, recuperation and improvement of the intervened areas.

2- The mining activities that are developed in the areas shall be carried out in a rational

and scientific manner in accordance to the principle of sustained development, the

conservation of the environment and the ordering of the territory, in accordance to

articles 5 and 15 of the Law of Mines.

3.- CRYSTALLEX shall have the right to use and take advantage of the waters of the

public domain on condition that it do so subject to the environmental dispositions in

this matter. Moreover, should it be necessary it may use the waters of private

domain be it through rights of use or expropriation, on condition that it fulfills the

requisites of the applicable legislation.

4.- CRYSTALLEX shall present the program of Environmental Management and the

CORPORATION shall review it, validate it, and shall be in charge of the activities

before the Ministry of Environment and Renewable Resources.

1.- This Contract shall have a duration from its date of signature for a period of twenty

(20) years, extendable for one (1) or two (2) periods of ten (10) years, previous

agreement of the Parties, said extensions shall be notified in anticipation of the force

of the Contract.

2. CRYSTALLEX agrees that, one (1) year before the culmination of this Contract, it

shall reach an agreement with the CORPORATION in order to define and establish

a transfer plan of the assets of the mine “Las Cristinas 4, 5, 6 and 7” and its

operations to the CORPORATION.

The doubts and controversies of any nature that could arise from the execution of this

Contract and that may not be resolved in an amicable manner by the Parties, shall be

decided by the competent tribunals of the Bolivarian Republic of Venezuela, in accordance

to its laws, and they may not give origin to reclamations before foreign tribunals.

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Crystallex may not assign, directly or indirectly, partially or totally its rights and/or

delegate its obligations by virtue of this Contract to another natural or juridical person. Any

Assignment and/or delegation made in violation of this clause shall be null and without

legal effects, save for the legal sanctions that may apply.

1. The Parties, conscious of the impossibility of foreseeing all of the contingencies that

may arise during the execution of this Contract, agree that their intention is to agree

among themselves according to equity and without prejudice to their correspondent

interests. If during the course of the execution of this agreement an inequality

prejudice or injustice arises against any of the Parties, both by mutual agreement

shall carry out the efforts to take the necessary actions, with the purpose of

eliminating or correcting such inequality or prejudice.

2. The Ministry of Energy and mines has granted the CORPORATION through

contract entered on May 16, 2002, in accordance to the provisions of decree 1757 of

the President of the Republic of April 29, 2002 published in the Official Gazette of

the Bolivarian Republic of Venezuela # 37.437 of May 7, 2002, the areas Cristina 4,

5, 6 and 7 located in the Municipality of Sifontes in the State of Bolivar for the

exploration, extraction and sale of the mineral of gold that is deposited in these

areas. Furthermore, it has been authorized for the use of the assets affected in said

areas that were reverted to the Republic in accordance to Resolution 035 of March

6, 2002, published in the Official Gazette of the Bolivarian Republic of Venezuela #

37.400, of March 8, 2002, so no property rights are hereby transferred to

CRYSTALLEX for the effects of this Contract and its Annexes.

3 The present Contract complements itself and sustains itself materially and

juridically, apart from the provisions in this document with the Annexes mentioned

in the text of this Contract, which form an integral and indivisible part of this

Contract.

4- Shall be understood for the effects of this Contract that from the technical,

geological and legal knowledge that CRYSTALLEX has of the project Las

Cristinas, it is disposed “at its own risk and account” to invest its human, technical

and financial resources for the exploitation of the deposit, without having the right

to claim in the present or the future for the results that it obtains from these

activities, since as a professional specialized in mining it has taken the previsions,

made the pertinent studies and was able to foresee the existent situations related to

geology, production, historical numbers of production, mineralogy conformation,

potentials and estimates of the results obtained and to be obtained. In accordance to

Article 34 of the Law of Mines, it is presumed, until proof to the contrary, the

existence of the mineral and that it is industrial and economically exploitable; with

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the granting of this Contract the CORPORATION is not responsible for the truth of

such facts. To such effects, the CORPORATION and CRYSTALLEX shall verify

the technical information existent that shall be presented by the CORPORATION,

within a period of ninety (90) days counted from the date of signature of the present

Contract, to be certified in writing.

1. The Parties shall elaborate and subscribe, within a period of thirty (30) working

days, counted from the date of signature of this Contract, a detailed inventory of the

installations, assets, and equipment property of the Republic, existing in the area of

Cristinas 4,5, 6 and 7 for the date of subscription of said inventory, in accordance to

the provisions of numeral 3 of clause nine of this Contract, which will form an

integral part of this Contract.

2. The CORPORATION agrees, in the case that the MEM it the authorization for the

exploration, exploitation, commercialization and sale of the mineral of copper

existent in the area Las Cristinas 4,5,6 and 7, to celebrate with CRYSTALLEX the

correspondent addendum and complementary to the present Contract, in order to

establish the conditions in which said activities shall be carried out by

CRYSTALLEX.

3. The present Contract may be modified by the Parties by mutual agreement, through

addendum entered to such effect, without changing the spirit, purpose and reason

that moved them to enter it.

The Parties agree expressly that the present Contract and its annexes are subject to the

Laws of the Bolivarian Republic of Venezuela.

This Contract may unilaterally rescinded by the CORPORATION without indemnity for

CRYSTALLEX, in the case of delay in the beginning, suspension of any of its activities or

contractual breach for a period of one (1) year without justified motive.

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Without prejudice to the competence of the Administrative-Political Chamber of the

Supreme Tribunal of Justice, for the review of the controversies related to administrative

contracts, the Parties choose as special domicile the city of Ciudad Guayana, Municipality

Caroni, State of Bolivar, to which tribunals they agree to submit.

Three (3) originals of the same content and single effect are made in the city of Ciudad

Guayana on the seventeenth (17) day of September of the year 2002.

_(illegible signature)______ ___(illegible signature)______

BY THE CORPORATION BY CRYSTALLEX”

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