1. The agreement exclusively authorizes Crystallex “to make all the investments and

works necessary to reactivate and execute in its totality the Mining Project of

Cristina 4, Cristina 5, Cristina 6 and Cristina 7, design, construct the plant,

operate it, process the gold material for its subsequent commercialization and

sale, and return the mine and its installations to the Corporation (CVG) upon

termination of the Contract”.

2. The agreement is for an initial term of twenty (20) years with two (2) renewal

terms, each fo r ten (10) years.

3. Crystallex will complete and present for approval within one (1) year from the

date of signature of the agreement a financial and technical Feasibility Study

which addresses the objectives of the agreement for the benefit of both parties.

4. Crystallex will present for approval with the Feasibility Study an investment and

financing plan which supports the Feasibility Study.

5. Crystallex shall prepare and present to the CVG for approval annual production

plans as well as plans of exploitation for the life of the Project. The plans will

include volume of production and other pertinent aspects of development

including environmental protection and security.

6. Crystallex’s annual production commitment will be based upon the approved

annual production plan.

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7. Compensation to the CVG consists of an initial payment of US$15,000,000 for

delivery of reports, data and existing infrastructure and a royalty calculated

against the value of gross monthly production as follows:

(i) when the US$ troy ounce of gold is less than $280, a royalty of 1%;

(ii) when the US$ troy ounce of gold is equal to $280 and less than $350,

a royalty of 1.5%;

(iii) when the US$ troy ounce of gold is equal to $350 and less than $400,

a royalty of 2%; and

(iv) when the US$ troy ounce of gold is greater than $400, a royalty of 3%.

Crystallex will also pay to the Republic the Exploitation Tax established by the

Law of Mines, currently 3%.

8. Crystallex will provide for the year 2002 and throughout the contract certain

special programs whereby they will create employment for the region and provide

training programs, provide technical assistance to small miners, improve

community health care facilities and make various infrastructure improvements to

water and sewage systems as well as to the access road to the Project site.

9. Crystallex will be the sole employer of personnel at the Project site and will be

responsible for compliance with labor laws. Crystallex will participate jointly

with the CVG in permitting for the Project including explosive permits and any

municipal, state or national permits required for operation. The CVG will be

responsible for environmental and mining permits and Crystallex will supply the

necessary technical information to support its applications

10. Crystallex will supply performance bonds related to construction, labor

obligations and compliance with environmental requirements

11. Crystallex will provide technical assistance to groups of Small Miners identified

in the agreement and installed only within the limited areas of the Project

approved by Crystallex.

12. Should Crystallex fail to fulfill the daily production or grade average

contemplated by the annual production plan for reasons other than as

contemplated by the agreement (example: force majeure), Crystallex is simply

required to compensate the CVG for lost profits (royalties) otherwise payable.

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The contract may be terminated unilaterally in the event of the inactivity of the

Project for a period of one (1) year without just cause. Any breach by either party

will require a written notice of breach invoking a ninety (90) day curative period.

13. The agreement contemplates the subsequent addition to the agreement of

authorization for the “exploration, exploitation, commercialization and sale of the

mineral of copper existent in the area Las Cristinas 4, 5, 6 and 7”.

14. The parties through their transition teams will settle “a detailed inventory of the

installations, assets, and equipment property of the Republic” within thirty (30)

working days of signature of the agreement.