<PAGE>   1
                                                                   Exhibit 10.33

                            JOINT VENTURE AGREEMENT
                            -----------------------










BETWEEN



          OMG B.V.



          GROUPE GEORGE FORREST S.A.



AND


          LA GENERALE DES CARRIERES ET DES MINES








                                        *
                                       * *
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                                                                               2






THE PRESENT AGREEMENT IS ESTABLISHED IN ITS ENTIRETY BY ALL THE ELEMENTS
HEREINAFTER SPECIFIED AND AS REFERRED TO IN THE RESPECTIVE ARTICLES




I.   DEFINITIONS



II.  SPECIAL PROVISIONS

  1. Formation of a Joint Venture
  2. Representations, Warranties, Title to Assets
  3. Capital Contributions and Financing of the Project
  4. Management
  5. Preliminary Activities
  6. Related Agreements
  7. Liabilities and Commitments of the Parties
  8. Term and Termination
  9. Withdrawal Option
  10. Buffer Stock
  11. Additional Guarantees
  12. Developments




III. GENERAL PROVISIONS


  1. Hierarchical Order of the Agreements
  2. Amendments
  3. Restrictions on Transfers
  4. Arbitration and Applicable Laws
  5. Confidentiality
  6. Force Majeure
  7. Notices
  8. No Waiver
  9. Severability and Headings
  10. Sovereign Immunity
  11. Appendices
  12. Further Engagements
  13. General Clauses
  14. Authorizations and Entering into Force




<PAGE>   3

                                                                               3




The Present Agreement is concluded between:



1. OMG B.V. a company organized and existing under the laws of the Netherlands,
  having its registered office at ROTTERDAM, being a 100 per cent controlled
  subsidiary of OM Group Inc., a company organized and existing under the laws
  of the state of DELAWARE (USA) and having its registered office at 3800
  Terminal Tower, CLEVELAND 44113 OHIO (USA), which shall be together with its
  subsidiary jointly and severally responsible for the obligations of the
  subsidiary, OMG B.V. hereinafter referred to as OMG ;


2. GROUPE GEORGE FORREST S.A., a company organized and existing under the laws
  of Luxembourg and having its registered office at 25 rue de la Chapelle,
  Luxembourg, hereinafter referred to as GGF ; and


3. LA GENERALE DES CARRIERES ET DES MINES, a corporation organized and existing
  under the laws of the Democratic Republic of Congo and having its registered
  office at boulevard Kamanyola, P.O.Box 450, LUBUMBASHI, DEMOCRATIC REPUBLIC OF
  CONGO, hereinafter referred to as GECAMINES, or GCM.




Whereas the Parties have concluded a Frame Agreement signed in February 1996
where they have agreed on the general outlines of the establishment of a Joint
Venture to partially or totally process the slag  in the site of LUBUMBASHI;

Whereas OMG, GGF and GECAMINES have initiated studies to determine the
economical and technical feasibility of a Cobalt Slag Processing Operation in
LUBUMBASHI, DEMOCRATIC REPUBLIC OF CONGO ;

Whereas the Parties intend to invest in the Processing Plant
if the feasibility proves to be positive ;


<PAGE>   4
                                                                               4




Whereas for the purpose of carrying out the activities of the Project, the
Parties wish to form :

  (a) a Joint Venture Company under the laws of JERSEY in the form of a private
    limited liability company or in any other country and/or in such other form
    as agreed by the parties (the Joint Venture, hereinafter referred to as
    J.V.) ;


  (b) a Slag Processing Company in the form of a Private Company with Limited
    Responsibility (SPRL) existing under the laws of the DEMOCRATIC REPUBLIC OF
    CONGO, the shares of which shall be primarily owned by the J.V. (hereinafter
    referred to as Slag Processing Company of Lubumbashi or Processing Company
    or S.T.L.) ;



Whereas the Parties wish to formalize their Agreement as to the formation and
operation of a J.V. as well as to carry out activities such as feasibility
studies, building of the Plant, Processing of Slag, Purchase of Slag, Sales of
Processed Materials, transportation as well as management related to the
project ;





NOW THEREFORE in consideration of the premises and of the
Contracts  and Agreements contained in this Agreement,  the
Parties hereby agree as follows :
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                                                                               5


I.   DEFINITIONS


The terms defined hereinafter shall for all purposes of this Agreement and
related Contracts have the meanings hereinafter specified; unless otherwise
specified :


AGREEMENT means this document signed by the Parties and its appendices forming
an integral part of the present Agreement as well as its possible amendments.

BUYER means OMG KOKKOLA CHEMICALS Oy (KCOY, a subsidiary of the OMG Group;
buying Cobalt Alloy in the Long Term Cobalt Alloy Sales Agreement.

PURCHASER means the J.V. purchasing Slag in the Long Term Slag
Sales Agreement.

COBALT BEARING ALLOY or TREATED MATERIAL means the main end product of the
Processing Company (sometimes also called "Cobalt Alloy") containing cobalt and
copper.

YEAR means calendar year beginning on 1st of January and ending on 31st of
December.

UMPIRE means a person appointed by mutual agreement of the J.V. and the Buyer or
GECAMINES in accordance with the Long Term Slag Sales Agreement or Long Term
Cobalt Alloy Sales Agreement.

CIF means "cost, insurance and freight" as defined in INCOTERMS, 1990 edition.

TOLLING AGREEMENT means the Agreement concluded between the J.V. and the
Processing Company for the purpose of processing Slag into Cobalt bearing Alloy.

LONG TERM COBALT ALLOY SALES AGREEMENT means the Agreement whereby the J.V.
undertakes to sell Cobalt Alloy to the Buyer and the latter undertakes to buy
Cobalt Alloy from the J.V.

LONG TERM SLAG SALES AGREEMENT means the Agreement whereby GECAMINES undertakes
to sell Slag to the J.V. and the latter undertakes to buy Slag from GECAMINES.

DATE OF DELIVERY means the date on which the J.V. takes and
becomes the owner of the Site Slag according to the terms of
the ex-site delivery clause.
<PAGE>   6
                                                                               6




DDU means "delivery duty unpaid" as defined in INCOTERMS, 1990
edition

EXW means "ex works delivery" clause as defined in INCOTERMS, 1990 edition.

SUPPLIER means the GENERALE DES CARRIERES ET DES MINES supplying Slag in the
Long Term Slag Sales Agreement.

J.V.  means a private limited liability company having its
registered office in JERSEY

BUSINESS DAY means a day which is not a Saturday, a Sunday or a public holiday
in Finland, The Netherlands or the Democratic Republic of Congo.

KCO means OMG KOKKOLA CHEMICALS Oy, a subsidiary of the OMG Group located in
KOKKOLA, REPUBLIC OF FINLAND and established under the laws of the REPUBLIC OF
FINLAND.

LMB means the LONDON METAL BULLETIN.

LME means the LONDON METAL EXCHANGE.

SUPPLY LOT means a part of each delivered supply of Cobalt Alloy containing
approximately 100 tons of Cobalt Alloy as divided by the BUYER in KOKKOLA for
weighing, sampling, analysis and moisture content determination.

EXPEDITION LOT means the tonnage of one container of Cobalt Alloy dispatch from
the Processing Plant.

USED LOTS means the Lot or Lots of Cobalt Alloy taken into usage by the BUYER
for a period of one month.

MONTH means calendar month.

PARTIES means the Parties to this Agreement.

QUOTATIONAL PERIOD means the Period defined in Article 5 of the Long Term Slag
Sales Agreement or in Article 6.2 in the Long Term Cobalt Alloy Sales Agreement.

WEIGHTS AND MEASURES

1 (metric) ton  =   2,204.6 pounds avoirdupois
1 dmt or ts     =   1 dry metric ton
1 wmt or th     =   1 wet metric ton
<PAGE>   7

                                                                               7



TAKEN INTO USAGE means the taking of the Cobalt Alloy either directly from the
ordinary commercial raw material Stock or alternatively from the Buffer Stock as
a complement of the KOKKOLA Processing Plant.

PROJECT means the conception and building of a Processing Plant in LUBUMBASHI
for the purpose of exploiting the Slag Site of LUBUMBASHI as well as the proper
operation of the Processing Plant, the trading operations including related
operations and the distribution of the profits.

PROCESSED SLAG means the Slag resulting from the operations in
the Processing Plant

SLAG means cobalt bearing slag located in the Site in THE DEMOCRATIC REPUBLIC OF
CONGO and to be used as feeding stock in the Processing plant.

SITE or SLAG BITE means the area in the Democratic Republic of Congo where the
Slag is located and available to be delivered to the J.V. pursuant to this
Agreement (called Terril de LUBUMBASHI, originating from the residues of the
WATER JACKET ovens of GECAMINES and namely including the zones I, J, Kl, K2 and
TAS G-L having an average cobalt content of      as described in further detail
in appendix 1 of the Frame Agreement attached as Appendix 1 to this Agreement) .

PROCESSED SLAG SITE means the area in the Democratic Republic of Congo where the
processed slag will be stocked.

PROCESSING COMPANY means the Company to be set up by the J.V. in the Democratic
Republic of Congo in the form of a SPRL for the purposes of operating the
Processing Plant.

COMMERCIAL STOCK means the ordinary stock of Cobalt Alloy enabling the regular
supply of OMG-KCO plant taking into account the periodicity of maritime
arrivals.

BUFFER STOCK means the Cobalt Alloy Stock to be established at OMG in KOKKOLA,
FINLAND in accordance with article 10 of the J.V. Agreement and to be kept
separate from the Ordinary Commercial Cobalt Alloy Stock of OMG KOKKOLA
Chemicals Oy.
<PAGE>   8

                                                                               8








USD means the lawful currency of the UNITED STATES OF AMERICA.

PROCESSING PLANT means the Plant to be located in LUBUMBASHI in the DEMOCRATIC
REPUBLIC OF CONGO. The Plant shall be operated by the Processing Company for the
purpose of processing Slag into Cobalt bearing Alloy.

SELLER means the J.V. selling Cobalt Alloy in the Long Term
Cobalt Alloy Sales Agreement.
<PAGE>   9
                                                                               9



II.  SPECIAL PROVISIONS
     ------------------



1.   FORMATION OF THE JOINT VENTURE
-----------------------------------

1.1. The Parties hereby agree to promptly establish a Joint Venture Company in
  the form of a private limited liability company to be named GROUPEMENT DU
  TRAITEMENT DU TERRIL DE LUBUMBASHI (GTL) or such other name as agreed by the
  Parties.

  The By-laws of the J.V. shall be prepared and signed by the Parties in such
  time as unanimously agreed by them.

1.2  ,The primary goals of the J.V. are :

          i)   to establish a Processing Company, a subsidiary to the J.V., to
               be registered under the laws of the DEMOCRATIC REPUBLIC OF CONGO
               and to be named Societe de Traitement du Terril de LUBUMBASHI
               (S.T.L.) .

          ii)  to conclude and ensure the best possible follow-up of Agreements
               such as :

               - The Long Term Slag Sales Agreement
               - The Long Term Cobalt Alloy Sales Agreement
               - The Tolling Agreement (related to the processing of the Slag by
                 the Processing Company)

          iii) to conclude the Agreement of the Parties concerning the Capital
               contributions, the loans and other financing of the Project as
               well as optimizing and distributing the profits.

          iv)  to organize the management and follow-up of the Project .




2.   REPRESENTATIONS, WARRANTIES, TITLE TO ASSETS
-------------------------------------------------


2.1. Capacity of the Parties

  Each of the Parties represents and warrants as follows :

          a)   that it is a legal entity duly incorporated in its country of
               constitution,
<PAGE>   10
                                                                              10




          b)   that it has the corporate capacity to enter into and perform this
               Agreement,

               that all corporate and other actions required to authorize the
               party to enter into and perform this Agreement have been taken ;

          c)   that the Party shall not breach any other agreement or contract
               by entering into or performing this Agreement ; that this
               Agreement is valid and binding upon in accordance with its terms.





3.   CAPITAL CONTRIBUTIONS AND FINANCING OF THE PROJECT
-------------------------------------------------------


3.1. The pre-feasibility study undertaken by OMG has estimated that the total
     investment of the Project will be at about                . The total
     amount shall be decided by the Parties after the completion of the
     feasibility studies.

     The total capital to be considered below shall therefore be in the order of
                      (or such other figure as determined by the Parties after
     the completion of the feasibility study), possibly further increased to
     obtain the working capital necessary to Start the operations.

     To that effect, the J.V. shall issue ordinary shares in one or more calls
     for Parties to subscribe, such as described in article 3.2. below and the
     Parties shall undertake to subscribe such issued ordinary shares as
     described below in this article.

        i)  OMG undertakes to subscribe 51 per cent of any issued ordinary
          shares of the J.V.

        ii)  GGF undertakes to subscribe 29 per cent of any issued ordinary
           shares of the J.V. Company.
<PAGE>   11
                                                                              11




        iii) GCM undertakes initially to subscribe one ordinary share of the
            J.V.Company.



3.2. The financing as described above shall take place in several separate
     installments and in such a manner as decided by the Parties or by the Board
     of Directors.

     The Parties shall contribute to any capital increase in proportion to their
     respective capital contribution obligations as mentioned in Article 3.1.
     above or in any other manner as agreed by the Parties.

     The preliminary expenses made by the Parties for the Project may be used by
     them as a capital contribution, such as specified in Article 5 below.

     If any Party (the defaulting party) were unable to participate in any of
     the basic capital contributions, duly decided by the Parties or the Board
     of Directors of the J.V. within the limits of the overall funding
     obligations of the Parties, the other Parties shall have the option to
     increase their respective share in the capital of the J.V in proportion to
     their shareholdings.
<PAGE>   12
                                                                              12




3.3. The Parties agree that apart from the obligation to provide with the
     capital contributions mentioned in article 3.1. above, the Project is
     intended to be self-financing to the maximum extent possible.

     To the extent the revenues of the J.V. are insufficient to meet with all
     the obligations (including operation expenses and financial charges), the
     Parties shall then seek to obtain additional financing from an outside
     financing source to be primarily secured by the proceeds from the sales of
     the Treated Materials to KCO or by parent guarantees to be provided by the
     Parties in proportion to their respective contributions to the J.V.

3.4. Any additional capital increase or a parent loan, which go beyond the
     initial capital can only be requested if so decided by the General Meeting
     or the Board in accordance with the Articles of the J.V.

     In the event that a Party (or several Parties) is not able or willing to
     participate in any additional capital contribution, this shall not prevent
     the other Parties (or other Party) to increase their capital contributions
     and accordingly increase their capital share in the J.V.

     Failure by any Party to participate in a capital contribution increasing
     the capital beyond the total amount of capital as defined in art. 3.1.
     above, cannot be regarded as a default of the failing Party or Parties.

3.5. All the net revenues of the J.V., after payment of all operation costs and
     expenses, financial costs, taxes if any and contributions to any applicable
     reserve funds as may be required by the law, shall be paid out as
     distributions by the J.V. to the Parties in proportion to their capital
     participation.
<PAGE>   13
                                                                              13



4.   MANAGEMENT
---------------

4.1. After the signing of this Agreement at the latest, the Parties shall
     establish a temporary Management Committee composed of 6 members and their
     respective alternates.

     Each Party shall nominate two representatives thereto.

     A Project Manager shall be appointed by OMG to supervise the implementation
     and technical execution of the project until the building of the Processing
     Plant has been completed.

4.2. The Project shall be administrated by this temporary Management Committee
     until the J.V. has been formally established and its Board of Directors has
     been elected and nominated.

     OMG shall nominate three representatives and 3 alternates to the Board of
     Directors, whereas GGF shall nominate 2 representatives and 2 alternates
     and GCM shall nominate 1 representative and 1 alternate.

     The Chairman of the Board shall be elected among the representative members
     of OMG.
     Two Vice-Presidents shall be elected. The first Vice-President
     position shall be devolved to the representative of GECAMINES and the
     second one shall be devolved to one of the GGF representatives.

4.3. The quorum of the Board of Directors is constituted by the presence of at
     least four directors. The decisions of the Board of Directors shall require
     the affirmative vote of at least four directors.

4.4. The quorum of the General Meeting is constituted upon the presence of
     representatives of the Parties possessing at least 66 per cent of the
     capital of the J.V.

     All decisions of the General Meeting shall require the affirmative vote of
     representatives of the Parties possessing at least 66 per cent of the
     shares in the J.V. save the decisions which are taken based on the special
     procedure envisaged in art 4.5. below where the affirmative vote of 50 per
     cent of the shares shall be sufficient.
<PAGE>   14
                                                                              14



     In any case the following matters In the General Meeting shall require the
     affirmative vote of the representatives of the Parties possessing at least
     66 per cent of the Capital of the J.V.

     a) the approval of the annual budget ;
     b) the increase of the J.V. capital ;
     c) An outside financing in excess of 5 percent of the amount of the 
       capital;
     d) winding-up or liquidation of the J.V. Partnership ;
     e) the   final   decision  to  commence   the   investment, construction
       and processing operations  as envisaged in Article 5.4. below ;
     f) all decisions in relation to the matters listed above shall also be
       subject to the specific majorities when they relate to the Processing
       Company and/or to the instructions to be given by the J.V. to the Board
       of Directors of the Processing Company.
      g) revision or amendment of any of the Agreements listed in Article 6.




4.5. The Parties agree that the management of the J.V. shall vest in the Board
     which may exercise all powers of and do all acts and things on behalf of
     the J.V., save such as are required by the local law to be exercised or
     done by the J.V. in the General Meeting. Nevertheless, in the event that
     the Board of Directors is unable to take a decision in a matter which is
     outside of the day to day management of the J.V. and which indecision may
     threaten to damage the development of the Project or the security of the
     manufacturing of the Slag or the deliveries of Treated Material, such
     matters shall be taken to the General Meeting, which shall have the
     exclusive right to decide upon those matters with an exceptional majority
     of 50 per cent. Before the date of such General Meeting, the Parties will
     use their best endeavors to decrease the discrepancies between their points
     of view.


4.6. The J.V. shall reimburse the Parties the travel and out of pocket expenses
     incurred by the Board of Directors or their representatives to attend the
     Board meetings.
<PAGE>   15
                                                                              15



4.7. All programs and budgets shall be established on a calendar year basis,
     unless otherwise mutually agreed,

4.8. STL shall be managed by a Managing Board that shall appoint and elect the
     General Director.

     OMG shall nominate 3 representatives to the Managing Board, whereas GGF
     shall nominate 2 representatives and GCM shall nominate 1 representative.

     The Chairman of the Board shall be elected among the GGF representatives.

     Two Vice-Presidents shall be designated and nominated.

     The first position shall be devolved to the GECAMINES representative and
     the second position shall be devolved to one of the OMG representatives.


5.   PRELIMINARY ACTIVITIES
---------------------------


5.1. Before deciding on the commercial exploitation of the Slag deposit, such
     further investigations and studies (referred to as preliminary activities)
     are necessary to determine the feasibility of the investment, the
     construction and processing activities.



5.2. The costs and expenses incurred by the Parties prior to the setting up of
     the J.V. and approved by the Board of Directors (and by an independent
     auditor, if necessary) shall be considered as a contribution against the
     obligation of the Parties to provide with the capital contribution of the
     J.V. pursuant to Article 3.1. of this Agreement.


5.3. The technical and administrative services needed to carry out the
     preliminary activities shall as far as possible be rendered by the Parties
     or their affiliated companies on such terms and conditions considered
     reasonable and acceptable by the Board of Directors.


5.4. Upon completion of the preliminary activities and after the analysis of the
     cobalt contents of the Slag deposit in accordance with Article 3 of the
     Frame Agreement, the Parties shall take their final decision as to whether
     they begin to invest, construct and initiate the Processing operations.
<PAGE>   16
                                                                              16




That decision shall be taken no later than six months after the signing of this
Agreement, provided OMG and/or GGF have not made use of the right to withdraw.



6.   RELATED AGREEMENTS
-----------------------

6.1. Slag Supply

     A Long Term Slag Sales Agreement shall be concluded between GCM on the one
     hand, and the J.V. on the other hand, whereby the J.V. shall have the
     exclusive right to purchase the Slag located on the well known site of
     LUBUMBASHI on terms and conditions as set out in the Frame Agreement and
     in further details in the Long Term Slag Sales Agreement attached as
     Appendix 2 to this Agreement.

     To ensure uninterrupted and unhindered continuity of Slag deliveries to the
     J.V. and to the Processing Company in accordance with the terms of the
     Frame Agreement and of the Long Term Slag Sales Agreement, GCM agrees as
     detailed in the above mentioned agreements, to accept that a Cobalt Alloy
     Buffer Stock be created by the J.V. in KOKKOLA FINLAND with a six month
     supply of KCO.

     The J.V. shall enter in the accounts and manage the fluctuations of that
     stock.


6.2. Cobalt Alloy Sales

     OMG undertakes that KCO shall undertake to purchase from the J.V. all or
     part of the Cobalt Alloy produced in the Processing Plant in accordance
     with the terms and conditions set up in the Long Term Cobalt Alloy Sales
     Agreement attached as Appendix 3 to this Agreement.


6.3. Management of STL

     The Board of Directors of the J.V. shall determine the by-laws of STL as
     well as the possible Management Agreement determining the management rules
     of STL in more detail.
<PAGE>   17
                                                                              17





6.4. Construction of the Processing Plant


     GGF's affiliates, the SPRL Entreprises Generales MALTA FORREST (EGMF) for
     earth moving and civil works, and NEW BARON & LEVEQUE INTERNATIONAL S.A.
     (NBLI) for site supervision, building, commissioning as well as certain
     engineering activities related to steel structure, piping, electricity and
     instrumentation and certain procurement and follow-up activities, shall be
     designated as nominated subcontractors.

     These companies shall provide the J.V. with a cost plus fee bid. 
     On the basis of that bid, the Board of Directors of the J.V. shall decide
     either to award the Contract to the EGMF and NBLI or to call for tenders to
     third parties. In the latter case the companies EGMF and NBLI shall have
     the right of first refusal.

     All the principles, terms and conditions for the above mentioned
     subcontracts are described separately in the Construction Agreement.



6.5. Transportation Services


     The J.V. shall appoint GEORGE FORREST INTERNATIONAL S.A. to organize :

    1. the handling of the Slag and Processed Slag if required after completion
      of the feasibility study.

    2. the transportation of Cobalt-bearing Alloy from the Processing Plant  to
      the port of  KOKKOLA in Finland, unloading excluded but the supervision
      and related transport insurance included.

      That company shall submit a bid to the J.V.

      On the basis of that bid, the Board of Directors of the J.V. shall decide
      either to appoint the company or to call for bids from third parties. In
      such case GFI S.A. shall have the right of first refusal.

<PAGE>   18
                                                                              18


6.6. Tolling Agreement


     The Processing Company, STL, shall enter into a Tolling Agreement with the
     J.V. whereby the J.V. shall grant STL the right to process all of the Slag
     acquired by the J.V. from GCM on terms and conditions as set out in the
     Tolling Agreement attached as Appendix 4 to this Agreement.



7.   LIABILITIES AND COMMITMENTS OF THE PARTIES
-----------------------------------------------

7.1. The Parties' liability for the J.V.'s debts and liabilities are limited to
     the capital invested in the J.V.. The J.V. shall be the owner of its
     assets and shall be the obligor in respect to its liabilities.

     The Parties shall not be liable for the debts or liabilities of the J.V.,
     except to the extent any such debts or liabilities shall have been
     expressly guaranteed by such Party.

7.2. In order to protect the environment in LUBUMBASHI and subject to the
     limitations set out above the Parties undertake to construct, operate and
     maintain their Processing Plant in the Democratic Republic of CONGO in an
     orderly way and corresponding to the rules for protecting the environment
     applicable in the European Union.





8.   TERM AND TERMINATION
-------------------------

8.1. This Agreement shall remain in full force and effect for as long as :

     -  the J.V. shall hold any rights,
     -  the assets of the J.V. are not disposed of,
     -  a final settlement after liquidating the J.V. has not been made.

8.2. The Parties may at any time terminate this Agreement by mutual agreement in
     writing.

     In the case of termination by mutual agreement, the Parties shall agree as
     to the terms of the dissolution/liquidation of the J.V.
<PAGE>   19
                                                                              19





8.3. The non-defaulting Parties of the J.V. shall be entitled to vote for the
     exclusion of a defaulting Party, if the exclusion is voted unanimously by
     the members representing the non-defaulting Parties after having heard the
     explanations from the defaulting Party in one of the following cases :

     - that Party would materially infringe one of the provisions of this
     Agreement or related agreements and would not have remedied such breach as
     required in Article 13.1 of the general provisions ;

     - that Party would be in default of its obligation related to investment
     needs as defined in Article 3, providing the terms of Article 13.1. of the
     General Provisions have been first made use of.

     The non-defaulting Parties may, acting together, either choose to terminate
     this Agreement or to acquire all the shares of the defaulting Party and the
     defaulting party has the obligation to sell all its shares at a price
     defined in article 8.5. below, deducting the possible damages.

8.4. In addition to the terms and conditions of Article 8.3., the non-affected
     Parties shall be entitled to vote for the exclusion of any Party affected
     by the occurrence of the following cases :

        i)     any Party becoming insolvent or having a temporary receiver
          appointed of its assets or an execution of distress or warrant of
          distress levied upon its assets, or if they have a consequence on the
          execution of this Agreement.

        ii)    an order being made or a resolution being passed for winding-up
          or liquidation of any Party except that where any such event is only
          for the purposes of acquisition or amalgamation with another and the
          relevant company emerging is and agrees to be bound by the terms of
          this Agreement, providing an endorsement be made and that such an
          event shall not endanger the completion of operations to the
          satisfaction of the non-affected Parties.


        iii)   the shares of the social capital of a Party have been acquired to
          an extent exceeding 26 percent of the social capital of that Party by
          a competitor of any of the other Parties.
<PAGE>   20
                                                                              20






8.5. In the event of the exclusion of any Party due to Article 8.3 or 8.4 of the
     Special Provisions or to Article 13.1 of the General Provisions, as well as
     in the event of a voluntary withdrawal, the remaining Parties shall be
     entitled (but not obligated) to purchase all the shares, (but not less than
     all the shares) of the excluded or withdrawing Party. That purchase shall
     be in proportion to the shares already held, unless otherwise agreed by the
     non-defaulting Parties. The purchase price shall be set at the book value.
     The book value shall be calculated on the capital of the J.V. including the
     equity capital, retained earnings and reserves less any and all long and
     short term liabilities.

     In case any of the Parties would not agree upon the book value, the Parties
     shall appoint an independent internationally accepted auditing firm to make
     such a valuation. Such a valuation shall be binding to all Parties.

     Should the Parties not agree upon the auditing firm, the valuation shall be
     decided in an arbitration pursuant to Article 4 of the General Provisions
     of the Agreement.




9.   WITHDRAWAL OPTION
----------------------

It is absolutely essential for the Parties that the results from the preliminary
activities will give sufficient evidence that :

   i) the cobalt content of the Slag as to quantity and quality will be to the
      satisfaction of the Parties as defined in Articles 2 of the Long Term Slag
      Sales Agreement in the Appendix 2 hereto.


   ii) the commercial exploitation is viable to the satisfaction of the Parties,
      in accordance to the feasibility studies, construction and investment
      calculations related to the processing as well as the other activity plans
      to be completed in accordance with Article 5.1 above.
<PAGE>   21
                                                                              21



     The Parties shall have a period of consideration of 6 months starting on
     the date of entering into force of this Agreement. Should the conditions
     defined in sub-articles i) and ii) not be fulfilled within the said period
     to the satisfaction of any of the Parties, that Party shall have the right
     to withdraw from this Agreement without any liability to pay any
     compensation or reimbursement of costs to other Parties or any
     reimbursement of its own expenses.



10.  BUFFER STOCK
-----------------

     The Long Term Slag and Cobalt Alloy Sales Agreements set out that the J.V.
     shall constitute and maintain a Cobalt Alloy Buffer Stock in KOKKOLA,
     FINLAND containing the equivalent of 6 months of delivery to KCO.

     The J.V. shall arrange for the accounts and manage the fluctuations of the
     Buffer Stock.



11.  ADDITIONAL GUARANTEES
--------------------------


GECAMINES undertakes :

     (i)  to guarantee for the J.V. an unhindered access right to the Site,
          either by not alienating to a third party or assigning to the J.V. the
          ownership of the strip of land through which access to the Site is
          made and such as mutually agreed, as well as the exclusive rights to
          the Slag.

     (ii) to support the obtaining of guarantees from the Government of the
          Democratic Republic of Congo such as a guaranty for a favorable
          fiscal treatment, guarantees concerning the expatriation of the
          profits, the non-expatriation of the Plant and a guarantee that in the
          case GECAMINES would be privatized, all its obligations resulting from
          this Agreement, would remain in force.

     (iii) to support the obtaining of other authorizations, permissions, fiscal
          exemptions, export licenses, etc. on behalf of the Processing Company
          and/or the J.V.
<PAGE>   22
                                                                              22



     (iv) to give all the necessary assistance to insure a continuous supply of
          electricity and water to the Plant.




12.  DEVELOPMENTS
-----------------


Given the possible developments in the processing technology in the coming years
and during the validity period of this Agreement, the Parties shall examine the
possibility to improve the quality of the production with the view to increase
its value added.
<PAGE>   23
                                                                              23


III. GENERAL PROVISIONS
-----------------------


1.   HIERARCHICAL ORDER OF THE AGREEMENTS
-----------------------------------------


     This Agreement is part of the Agreements concluded between the Parties.

     The aim of these Agreements is to set up the terms and conditions of the
     purchase of the Slag located at the Site, the setting up of the J.V. and of
     the Processing Company and selling the Cobalt-bearing Alloy to KCO for
     further processing.

     These Agreements are :

        (i)     JOINT VENTURE AGREEMENT
        (ii)    LONG TERM SLAG SALES AGREEMENT
        (iii)   LONG TERM COBALT ALLOY SALES AGREEMENT
        (iv)    TOLLING AGREEMENT

     Although each Agreement mentioned above can be interpreted independently
     and according to its own terms, it is to be noted that it is part of a
     larger contractual arrangement and that it has to be interpreted in light
     of the other Agreement.

     In the event of a conflict, the Agreements listed above shall be
     interpreted in the above order so that a prior Agreement shall always
     supersede a later one.

2.   AMENDMENTS
---------------

     Any amendments or additions to this Agreement shall be valid only if made
     in writing and signed by duly authorized representatives of the Parties
     hereto.

     Should an amendment or modification to this Agreement have an effect to the
     other Agreements, the Parties undertake to change or modify these other
     Agreements in order to avoid any conflicts between this Agreement and the
     other Agreements.
<PAGE>   24
                                                                              24





3.   RESTRICTIONS ON TRANSFERS
------------------------------


3.1. A Party shall not have the right to sell, assign, transfer, pledge or
     otherwise dispose of the shares it holds in the J.V. unless priorily
     consented in writing by all the other Parties.


3.2. The provisions of Article 3.1. shall not be applicable in the case of a
     transfer, sale or assignment of the shares by a Party to its affiliate
     company provided that the transfer, sale or assignment is total and is
     imposed by legitimate reorganization needs of the Party concerned.

     For the purposes of this Agreement, an affiliate company shall mean any
     company or entity which is a subsidiary or a parent of the transferor Party
     or which directly or indirectly controls or is controlled by the transferor
     Party.

3.3. Any transfer described or permitted in accordance with Articles 3.1 and 3.2
     shall be subject to the transferee giving its written undertaking to be
     bound by all the terms, conditions and undertakings of this Agreement and
     the relating Agreements.


3.4. Any transfer other than in accordance with Article 3.1. and 3.2. shall not
     be possible without the prior written consent of all Parties.





4.   ARBITRATION AND APPLICABLE LAWS
------------------------------------


     In the event the Parties are unable to settle a dispute in connection with
     this Agreement out of court, they agree the dispute shall be submitted to
     the French section of the tribunals of Brussels which shall give a verdict
     pursuant to the Belgian laws.
<PAGE>   25
                                                                              25









5.   CONFIDENTIALITY
--------------------

5.1. Unless otherwise provided in this Article, all reports, records, data or
     any other information of any kind whatsoever developed or acquired by any
     Party in connection with the activities of the J.V. and/or the Processing
     Company in the DEMOCRATIC REPUBLIC OF CONGO controlled by the J.V., shall
     be treated as confidential and no Party shall reveal or otherwise disclose
     such confidential information to third parties without the prior consent of
     the other Parties.

     The above restrictions shall not apply to the disclosure of confidential
     information to any affiliate companies or any private or public financing
     institutions, any contractors or subcontractors, employees or consultants
     of the Parties or of the J.V. or the Processing Company or to any third
     party to which a Party envisage the transfer, the sale, assignment,
     encumbrance or other disposition of all of its participation in the J.V. in
     accordance to the terms of the Article 3 above.

     However, this shall only be applicable provided the confidential
     information shall only be disclosed to third parties having a legitimate
     need for this information and the persons or company to whom such
     disclosure is made shall first undertake in writing to protect the
     confidential nature of such information, to the same extent as the Parties
     are obligated under this Article.

     In addition, the above restrictions shall not apply to any Government or
     governmental Department or Agency which has the right to require the
     disclosure of such confidential information.

     These restrictions shall also not apply to such confidential information
     which comes into the Public Domain, except the fault from any Party.

     This confidentiality obligation shall survive for a period of 5 years
     commencing at the termination/dissolution of this Agreement.

     The above mentioned restrictions are not valid for information retained by
     GECAMINES related to the Site.
<PAGE>   26
                                                                              26







6.   FORCE MAJEURE
------------------

6.1. The obligations of any Party shall be suspended to the extent that the
     performance of its obligations is prevented or delayed, in whole or in part
     by:

     accidental act, bad weather, floods, slides, mine disasters or major
     accidents, cave-ins, strikes, lock-out, labor disputes, labor shortage,
     demonstrations, riots, sabotage, laws, rules or regulations of agency or
     governmental bodies or any other event beyond such Party's reasonable
     control.

     The obligations shall also be suspended in the event of governmental
     actions or inactions, restraints of governmental or other competent
     authorities, inability to obtain or unavoidable delay in obtaining
     necessary materials, facilities and equipment in the open market,
     suspension or refusal of access to the deposit Slag Site, interruption or
     unavoidable delay in communication or transportation, or any other cause,
     whether similar or not to those specifically listed, which shall be beyond
     the reasonable control of the Party.

6.2. In the event of such occurrences, the Party affected shall give written
     notice to the other Parties as soon as possible after the occurrence of the
     event causing the delay or prevention, setting out full particulars and
     estimating the duration of the delay or prevention.

     The Party affected shall use all possible diligence to remedy the situation
     causing the delay as quickly as possible.

     The requirement that any such delay shall be remedied with all possible
     diligence shall not require a Party to settle strikes, lock out or other
     labor conflicts contrary to its wishes and this type of difficulty shall be
     handled within the discretion of the Party concerned.

     In the event the situation of force majeure would remain enforce for more
     than 6 months, the Parties shall meet to analyze the situation en envisage
     the termination of this Agreement.
<PAGE>   27
                                                                              27

7.   NOTICES
------------

7.1. All notices required under this Agreement shall be in writing and
     directed to the respective Parties at the following addresses :

     If to OMG :

        OMG EUROPE GMBH
        Mr Kari MUURAISKANGAS
        Morsenbraicherweg 200
        D - 40470 DUSSELDORF
        GERMANY
        Tel : 00.49.211.96.18.80
        Fax : 00.49.211.61.46.29

     If to GGF :

        c/o G.F.I. S.A.
        Managing Director
        Parc Industriel
        B - 4400 IVOZ-RAMET
        BELGIUM
        Tel : 00.32.4.338.91.79
        Fax : 00.32.4.338.91.86

     If to GECAMINES :

        Mr General Director
        Boulevard du Souverain 30
        1000 BRUSSELS
        BELGIUM
        Tel : 00.32.2.676.89.98
        Fax : 00.32.2.676.80.41
        Fax Technical Direction : 00.32.2.676.80.48


     Any notice shall be deemed to have been given to any Party if personally
     delivered to a designated officer of the Party to whom the notice is
     addressed, or if sent by registered mail, postage prepaid, with return
     receipt, and properly addressed as set forth herein, or if sent by fax or
     telex to an authorized representative with evidence of transmission
     receipt.


     The notice shall be effective as of the moment of personal delivery, or in
     the case of mailing, as of the date shown on the return receipt, or in the
     case of fax or telex, as of the date faxed or telexed.

     Any Party may, at any time, change the address to which notices or
     communications shall be given by written notice to the other Parties.


<PAGE>   28
                                                                              28
8.   NO  WAIVER
---------------

     The failure of a Party at any time to require the performance of any
     provision of this Agreement shall not affect its right to execute that
     provision and a waiver by such Party upon a breach thereof shall not be
     interpreted as a waiver by such Party of any later non execution of such
     provision or as a waiver by such Party of any other provision of this
     Agreement.

9.   SEVERABILITY AND HEADINGS
------------------------------

9.1. If any provision of this Agreement or its related Appendices should be null
     and void, such a nullity shall not invalidate all the other provisions in
     this Agreement or related Appendices. The Parties of this Agreement shall
     endeavor to negotiate so as to replace any null and void provision as well
     as any other affected provision.

9.2. The headings in this Agreement are considered for convenience only and
     shall not have any effect or limit in interpreting the provisions of this
     Agreement.






10.     SOVEREIGN IMMUNITY
--------------------------

     To the extent that a Party may be entitled to claim in any jurisdiction in
     which legal proceedings may at any time be commenced with respect to this
     Agreement, for itself or its activities, properties or assets any immunity
     either :



     - from jurisdiction of any court or arbitration
     - from attachment prior to judgment, from execution of a judgment or
       set-off
     - from any other legal process, and to the extent where such immunity could
       be granted by that jurisdiction,
<PAGE>   29
                         LONG TERM SLAG SALES AGREEMENT






BETWEEN:




               GECAMINES


AND:


               J. V.  GROUPEMENT POUR LE TRAITEMENT DU TERRIL DE
               LUBUMBASHI


<PAGE>   30
                                       2



THE PRESENT AGREEMENT IS ESTABLISHED IN ITS ENTIRETY BY ALL THE ELEMENTS
HEREINAFTER SPECIFIED AND AS REFERRED TO IN THE RESPECTIVE ARTICLES

I       DEFINITIONS


II      SPECIAL PROVISIONS


        1       SCOPE
        2       QUALITY AND QUANTITY
        3       DELIVERY AND TITLE
        4       PRICING
        5       QUOTATIONAL PERIOD
        6       BUFFER STOCK
        7       PAYMENT
        8       INVOICING CURRENCY AND PAYMENT PROCEDURES
        9       WEIGHING, SAMPLING AND ANALYZING
        10      TERM AND TERMINATION OF THE AGREEMENT
        11      TAXES AND OTHER CHARGES AND FEES
        12      HARDSHIP
        13      LIABILITIES
        14      COVENANTS



III     GENERAL DISPOSALS


        1       HIERARCHICAL ORDER OF THE AGREEMENTS
        2       AMENDMENTS
        3       RESTRICTIONS ON TRANSFERS
        4       ARBITRATION AND APPLICABLE LAWS
        5       CONFIDENTIALITY
        6       FORCE MAJEURE
        7       NOTICES
        8       NO WAIVER
        9       SEVERABILITY AND HEADINGS
        10      SOVEREIGN IMMUNITY
        11      APPENDICES
        12      FURTHER ENGAGEMENTS
        13      GENERAL CLAUSES
        14      ENTERING INTO FORCE


<PAGE>   31
                                       3





The Present Agreement is concluded between:




LA GENERALE DES CARRIERES ET DES MINES, a public company organized and existing
under the laws of the Democratic Republic of Congo, having its registered office
at Boulevard Kamanyola, B.P. 450, Lubumbashi (Democratic Republic of Congo)
(hereinafter referred to as the SUPPLIER or GECAMINES, or GCM)

on the one hand;



AND



J. V. GROUPEMENT POUR LE TRAITEMENT DU TERRIL DE LUBUMBASHI, having its
registered office at JERSEY, (hereinafter referred to as the PURCHASER or GTL)

on the other hand;



WHEREAS the SUPPLIER is the owner of Slag produced in its water-jacket ovens in
Lubumbashi, the Democratic Republic of Congo, and containing among others
cobalt;



WHEREAS the PURCHASER intends to form a subsidiary company (hereinafter referred
to as the Processing Company) in the Democratic Republic of Congo to establish a
Plant in Lubumbashi for the main purpose of processing all or part of the Slag
existing in the Site. The enriched product obtained after processing is
hereafter referred to as Cobalt Alloy;



WHEREAS the SUPPLIER, in its position as the owner of the Slag on the Site, is
willing to sell the Slag on a long term basis as and when this Agreement shall
become effective and according to the terms and conditions set out hereafter;


WHEREAS the Parties estimated in May 1995 that the total quantity of Slag
located in the Site was approximately
to correspond to the specifications of the Frame Agreement signed on the 14th of
February 1996 and therefore suitable for processing;




NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:



<PAGE>   32
                                       4


I.      DEFINITIONS


The terms defined hereinafter shall for all purposes of this Agreement and
related Contracts have the meanings hereinafter specified, unless otherwise
specified:



AGREEMENT means this document signed by the Parties and its appendices forming
an integral part of the present Agreement as well as its possible amendments.

BUYER means OMG KOKKOLA CHEMICALS Oy (KCO), a subsidiary of the OMG Group,
buying Cobalt Alloy in the Long Term Cobalt Alloy Sales Agreement.


PURCHASER means the J.V. purchasing Slag in the Long Term Slag Sales Agreement.


COBALT BEARING ALLOY or TREATED MATERIAL means the main end product of the
Processing Company (sometimes also called "Cobalt Alloy") containing cobalt and
copper.

YEAR means calendar year beginning on 1st of January and ending on 31st of
December.

UMPIRE means a person appointed by mutual agreement of the J.V. and the Buyer or
GECAMINES in accordance with the Long Term Slag Sales Agreement or Long Term
Cobalt Alloy Sales Agreement.

CIF means "cost, insurance and freight" as defined in INCOTERMS, 1990 edition.

TOLLING AGREEMENT means the Agreement concluded between the J.V. and the
Processing Company for the purpose of processing Slag into Cobalt bearing Alloy.

LONG TERM COBALT ALLOY SALES AGREEMENT means the Agreement whereby the J.V.
undertakes to sell Cobalt Alloy to the Buyer and the latter undertakes to buy
Cobalt Alloy from the J.V.

LONG TERM SLAG SALES AGREEMENT means the Agreement whereby GECAMINES undertakes
to sell Slag to the J.V. and the latter undertakes to buy Slag from GECAMINES.
<PAGE>   33
                                       5




DATE OF DELIVERY means the date on which the J.V. takes and becomes the owner of
the Site Slag according to the terms of the ex-site delivery clause.

DDU means "delivery duty unpaid" as defined in INCOTERMS, 1990 edition

EXW means "ex works delivery" clause as defined in INCOTERMS, 1990 edition.

SUPPLIER means the GENERALE DES CARRIERES ET DES MINES supplying Slag in the
Long Term Slag Sales Agreement.

J.V. means a private limited liability company having its registered office in
JERSEY.

BUSINESS DAY means a day which is not a Saturday, a Sunday or a public holiday
in Finland, The Netherlands or the Democratic Republic of Congo.

KCO means OMG KOKKOLA CHEMICALS Oy, a subsidiary of the OMG Group located in
KOKKOLA, REPUBLIC OF FINLAND and established under the laws of the REPUBLIC OF
FINLAND.

LMB means the LONDON METAL BULLETIN.

LME means the LONDON METAL EXCHANGE.

SUPPLY LOT means a part of each delivered supply of Cobalt Alloy containing
approximately 100 tons of Cobalt Alloy as divided by the BUYER in KOKKOLA for
weighing, sampling, analysis and moisture content determination.

EXPEDITION LOT means the tonnage of one container of Cobalt Alloy dispatch from
the Processing Plant.

USED LOTS means the Lot or Lots of Cobalt Alloy taken into usage by the BUYER
for a period of one month.

MONTH means calendar month. 

PARTIES means the Parties to this Agreement.


<PAGE>   34
                                       6



QUOTATIONAL PERIOD means the Period defined in Article 5 of the Long Term Slag
Sales Agreement or in Article 6.2 in the Long Term Cobalt Alloy Sales Agreement.

WEIGHTS AND MEASURES

1 (metric) ton  =       2,204.6 pounds avoirdupois
1 dmt or ts     =       1 dry metric ton
1 wmt or th     =       1 wet metric ton

TAKEN INTO USAGE means the taking of the Cobalt Alloy either directly from the
ordinary commercial raw material Stock or alternatively from the Buffer Stock as
a complement of the KOKKOLA Processing Plant.

PROJECT means the conception and building of a Processing Plant in LUBUMBASHI
for the purpose of exploiting the Slag Site of LUBUMBASHI as well as the proper
operation of the Processing Plant, the trading operations including related
operations and the distribution of the profits.

PROCESSED SLAG means the Slag resulting from the operations in the Processing
Plant

SLAG means cobalt bearing slag located in the Site in THE DEMOCRATIC REPUBLIC OF
CONGO and to be used as feeding stock in the Processing plant.

SITE or SLAG SITE means the area in the Democratic Republic of Congo where the
Slag is located and available to be delivered to the J.V. pursuant to this
Agreement (called Terril de LUBUMBASHI, originating from the residues of the
WATER JACKET ovens of GECAMINES and namely including the zones I, J, K1, K2 and
TAS G-L having an average cobalt content         as described in further detail
in appendix 1 of the Frame Agreement attached as Appendix 1 to this Agreement).

PROCESSED SLAG SITE means the area in the Democratic Republic of Congo where the
processed slag will be stocked.

PROCESSING COMPANY means the Company to be set up by the J.V. in the Democratic
Republic of Congo in the form of a SPRL for the purposes of operating the
processing plant.

COMMERCIAL STOCK means the ordinary stock of Cobalt Alloy enabling the regular
supply of OMG-KCO plant taking into account the periodicity of maritime
arrivals.


<PAGE>   35
                                       7


BUFFER STOCK means the Cobalt Alloy Stock to be established at OMG in KOKKOLA,
FINLAND in accordance with article 10 of the J.V. Agreement and to be kept
separate from the Ordinary Commercial Cobalt Alloy Stock of OMG KOKKOLA
Chemicals Oy.

USD means the lawful currency of the UNITED STATES OF AMERICA.

PROCESSING PLANT means the Plant to be located in LUBUMBASHI in the DEMOCRATIC
REPUBLIC OF CONGO. The Plant shall be operated by the Processing Company for
the purpose of processing Slag into Cobalt bearing Alloy.


SELLER means the J.V. selling Cobalt Alloy in the Long Term Cobalt Alloy Sales
Agreement.


<PAGE>   36
                                       8



                             II. SPECIAL PROVISIONS
                             ----------------------
1.      SCOPE
        -----

The Parties agree that, according to this Agreement, the Slag located in the
Site corresponding to the specifications set out in article 2 hereafter shall be
reserved and intended to the usage of the PURCHASER and of the Processing
Company, in accordance with the terms and conditions set out in this Agreement.

Hence, subject to the terms and conditions of this Agreement:


(i) the SUPPLIER undertakes to sell the Slag available in the Site and
corresponding to the quantities and specifications set out in Article 2
hereafter to the PURCHASER.

(ii) the PURCHASER undertakes to buy the Slag available in the Site and
corresponding to the quantities and specifications set out in Article 2
hereafter from the SUPPLIER.

The SUPPLIER agrees not to sell the Slag available in the Site and corresponding
to the quantities and specifications set out in Article 2 below, to any other
buyer than the PURCHASER during the validity period of this Agreement and
except with prior written consent of the PURCHASER.

In support of the right to take the Slag in the Site, the SUPPLIER hereby
irrevocably and unconditionally guarantees to the PURCHASER and the Processing
Company a free and unhindered access to the Site during the validity period of
this Agreement.

In order to safeguard the effectiveness of this access, the SUPPLIER agrees
either not to alienate to a third party or to transfer to the J.V. the use of
the strip of land through which access to the Site is made and such as mutually
agreed.



<PAGE>   37
                                       9





2.      QUALITY AND QUANTITY
        --------------------


2.1. The Slag shall be delivered EXW the Site.


2.2. Information on the quality and quantity of the Slag is based at this stage
on information given by the SUPPLIER. This Agreement covers the tonnages of the
Slag in stock zones I, J, K1, K2 and TAS-GL (a map of the stock zones is
attached as Appendix 1 forming an integral part of this Agreement):

This represents at least               of Slag having the following average 
analysis (and is attached as Appendix 2 and forming an integral part of this 
Agreement):






The quantity of Slag mentioned in Appendix 2 should be sufficient for the
production of Cobalt Alloy containing 5,000 tons off Cobalt per year for a
period of 15 years.


2.3. Should the total tonnage of slag corresponding to the minimal
specifications be higher than the total quantities indicated above, the
PURCHASER shall have the right of first refusal to buy the excess of the Slag at
terms and conditions to be set out.

In case GECAMINES wants to utilize other part of the stock than what is defined
in Article 2.2, the PURCHASER shall have the right of pre-emption to use it
within 3 months after the written notice addressed by GECAMINES to the
PURCHASER.

The purchase conditions on all or part of that part of the stock shall be
negotiated in the event the pre-emption right is used.

<PAGE>   38
                                       10



 2.4. The SUPPLIER has delivered a preliminary map indicating the cobalt
contents of the different zones of the Site. Such map is only preliminary, and
shall not have any value of evidence with regard to the cobalt content of the
Slag in the different zones of the Site.

The PURCHASER shall have the right to take samples in order to analyze the
cobalt content of the Slag. Should an essential part of the Slag have a cobalt
content below the allowed average content, and the J.V. find that the project is
not economically viable, according to the feasibility studies, the J.V. shall
have the right at its full and independent discretion, to terminate this
Agreement by means of a written notice delivered to the SUPPLIER at the latest 6
months after entering into force of this Agreement.


2.5. The SUPPLIER undertakes to sell to the PURCHASER the quantity of Slag
needed to produce the Cobalt Alloy as determined annually by the PURCHASER. That
annual production shall be realized according to the agreed processing
conditions and shall not be superior to 5,000 tons of cobalt contained in the
Cobalt Alloy without the approval of the SUPPLIER.

Nevertheless, the Slag sale shall not be less than what is needed to produce
4,000 tons of cobalt contained in the Cobalt Alloy.


2.6. The PURCHASER shall, either on its own initiative or at the request of
GECAMINES or KCO, organize at least once a year a meeting of these 3 parties in
order to analyze the market conditions and coordinate the commercial policies.


2.7. The PURCHASER shall include in the Long Term Cobalt Alloy Sales Agreement
to be signed with KCO that:

- KCO shall not receive more than 5,000 tons of cobalt per year, with a minimum
guaranteed supply of 4,000 tons of cobalt contained in the Cobalt Alloy,
according to this Agreement.

-In case the PURCHASER, after the building up of the Buffer Stock containing 

the quantity exceeding 4,000 tons shall be offered at the KCO market conditions,
that shall have the right of first refusal.



<PAGE>   39
                                       11


2.8. The annual quantity of 5,000 tons of Cobalt mentioned above does not
include the quantity comprised in the Buffer Stock and can possibly be revised
after negotiation among the Parties, depending among others on the Processing
capacities in the Democratic Republic of Congo and/or in Finland as well as on
the Cobalt market situation.



3.      DELIVERY AND TITLES
        -------------------

The quantities specified in Article 2 above shall be delivered EXW Site.


All risk of loss, damage and destruction with regard to each delivery of Slag
shall pass from the SUPPLIER to the PURCHASER along with its title as and when
the delivered Slag has been loaded at the Site by the Processing Company.



4.      PRICING
        -------

4.1.    Payable metals

The PURCHASER shall pay to the SUPPLIER only for the Cobalt and Copper contained
in the Slag excluding all other materials.

The Cobalt and Copper prices shall be determined separately.

The Slag payment shall be based on the weighing and analyzing of the Slag
carried out at the processing plant according to a procedure to be determined by
the Parties according to Article 9.

Zinc and lead in form of oxides as well as processed Slag shall be returned free
of charge to GECAMINES that shall become the owner of them and shall remove them
at its own expense as quickly as possible. 


<PAGE>   40
                                       12




4.2.    Price references


The base price for Cobalt applicable for this Agreement


The base price for copper is


4.3.    Basis price formula


The price to be paid for the Cobalt contents in the Slag shall be as follows,
where P is the prevailing Cobalt price:









The price formulas under (i) and (ii) above are the minimum. The Parties agree
to meet within six months after the beginning of the processing for a possible
review of the price formulas, taking into account the following elements: total
investment expenditure, financing costs, electricity costs, tax treatment, yield
of the processing and quality of the Cobalt Alloy.

The Parties agree that as and when OMG GGF have been fully reimbursed and repaid
the capital invested in the Project including the interests accrued and the
financial charges, the above pricing formula be modified, replacing 


<PAGE>   41
                                       13



4.4.    Price for copper





5.      QUOTATIONAL PERIOD
        ------------------

The Quotational Period for Cobalt and Copper is the month following the delivery
month of Cobalt Alloy at Kokkola, Finland.



6.      BUFFER STOCK
        ------------


6.1.    Establishment and Quantity


To safeguard that KCO shall get an uninterrupted and sufficient feedstock of
Cobalt Alloy to the KOKKOLA Plants, GECAMINES allows the PURCHASER to build up a
Buffer Stock of Cobalt Alloy in KOKKOLA besides the Commercial Stock to back up
for any supply interruption.

Therefore GFCAMINES agrees to sell to the J.V. and the J.V. agrees to purchase
the quantity of Slag necessary for building up the Buffer Stock. The total
cobalt quantity contained in the Buffer Stock shall be 2,500 tons.

The monthly amount of Cobalt Alloy exceeding the monthly agreed tonnage taken
into usage by KCO shall be used for building up the Buffer Stock until the
quantity of 2,500 tons of Cobalt contents has been reached.

In the event that the cobalt content in the Buffer Stock decreases during the
term of this Agreement, either as a result of an interruption of deliveries or
insufficient deliveries, the excess quantity above the agreed monthly supply
shall be used for rebuilding the Buffer Stock until the minimum cobalt content
of 2,500 tons has been reached again.


<PAGE>   42
                                       14




Nevertheless, the Parties agree that the total amount of Cobalt contained in the
Buffer Stock, i.e. 2.500 tons, be reduced by 400 tons per year from the year
2006 so that the quantity of Cobalt be reduced to 2.100 tons at the end of the
year 2006, and so on, provided, however, that the J.V. has entirely reimbursed
and repaid OMG and GGF in form of dividends or other distributions the total
value of the investment in the Project including all interest and financial
charges. In case not, the reduction of the Buffer Stock shall be postponed
accordingly.

In the event of an interruption of supplies during the reduction periods
hereinabove referred and as a result the level of the Buffer Stock falls short
of the above formula, then the annual reduction shall be postponed until the
minimum level of the Buffer Stock has first been met as follows:

End 2006 : 2.100 tons of Cobalt
End 2007 : 1.700 tons of Cobalt
End 2008 : 1.300 tons of Cobalt
End 2009 :   900 tons of Cobalt
End 2010 :   500 tons of Cobalt
End 2011 :   100 tons of Cobalt
End 2012 : Liquidation of the Buffer Stock.

As regard to any other situation than those mentioned hereinabove, the Parties
will meet to find a joint understanding.



6.2.    Management of the Buffer Stock


KCO shall be responsible towards the J.V. for the management and the risks of
the Buffer Stock, and shall bear all costs linked to it. KCO shall permit the
SUPPLIER and the PURCHASER to check all records containing the necessary
information as to the status and consumption of the Buffer Stock.

The transfer of title related to the Cobalt Alloy of the Buffer Stock shall pass
from the J.V. to KCO as taken into usage.

<PAGE>   43
                                       15



6.3.    Payment for the Slag taken out for building-up of the Buffer Stock


The regulations as set out in this article are not prejudicing the above article
6.1, al. 6 and following.

The PURCHASER shall pay for the Slag only after KCO has taken Cobalt Alloy into
usage. The payments shall be made as set out in Art. 6.2 of the Long Term
Cobalt Alloy Sales Agreement.












KCO shall always have the right, and at its full discretion, to prepay the Slag
corresponding to the cobalt tonnage of the Buffer Stock.



7.      PAYMENT
        -------


The payments by the PURCHASER to the SUPPLIER for the Cobalt and Copper in the
Slag are based on the delivery of the Slag to the PURCHASER.

The payments by the PURCHASER shall be made within thirty calendar days from end
of each Quotational Period.



<PAGE>   44
                                       16





8.      INVOICING CURRENCY AND PAYMENT PROCEDURES
        -----------------------------------------

8.1     USD


All bills and payments shall be in USD.



8.2     Method of payment


Payments by the PURCHASER to the SUPPLIER shall be made by bank transfer to the
SUPPLIER'S account.



9.      WEIGHING, SAMPLING AND ANALYZING


The PURCHASER and the SUPPLIER shall confer and, before dispatch of the first
consignment, shall adopt and record mutually acceptable methods of weighing,
sampling and analyzing. Such methods shall be accurate and reliable. They shall
be appropriate and, based on internationally recognized industrial standards
provide efficient and practical ways of determining accurate weights, obtaining
representative samples, and producing accurate analyses of Slag supplies.



10.     TERM AND TERMINATION OF THE AGREEMENT
        -------------------------------------

10.1.   This Agreement shall remain in force for a period of 20 years after its
        effective entering into force.


10.2.   The Parties may at any time terminate this Agreement by mutual agreement
        in writing.

        In the case of termination by mutual agreement, the Parties shall agree 
        as to the terms of the dissolution.

<PAGE>   45
                                       17



10.3. It is expressly agreed between the Parties that should any of the
following events take place, this Agreement shall not terminate nor the rights
of the PURCHASER to purchase the Slag as stipulated in this Agreement:

(i) Should GECAMINES go into bankruptcy,

(ii) Should GECAMINES become insolvent,

(iii)Should GECAMINES have a receiver appointed of its assets,

(iv) Should an order being made or a resolution being passed for winding-up or
liquidate GECAMINES,

(v) Should any other similar event take place as regard to GECAMINES.

10.4. If deemed necessary by the PURCHASER that the SUPPLIER shall take some
special measures to guarantee that the Slag (or what is left from it) can be
used on a continuous basis by the Processing Company, the Parties shall meet to
envisage the necessary safeguard measures. These possible measures shall prior
to their execution be submitted to the agreement of the Parties in order to
comply with the terms and conditions of this Agreement and the related
agreements.


10.5.   This Agreement may also be terminated with no damages by the J.V. if:


(i)  the samples clearly indicate that the cobalt contents falls short of 
                    or

(ii) it is clear that the Plant cannot operate in a profitable way on a long
     term basis; or

(iii) the taxation system in The Democratic Republic of Congo as applicable to
     the Processing Company and the Plant abruptly changes in a manner
     prejudicing the economic performance of the Processing Company and the
     profitability of the Plant.

     Such a termination shall be effectuated by a written notice from the 
     PURCHASER to the SUPPLIER indicating the date of such termination.

<PAGE>   46
                                       18



11.     TAXES AND OTHER CHARGES AND FEES
        --------------------------------


Any taxes, State fees or other charges on the Slag shall be for the account of
the SUPPLIER, with the exception of the C.C.A.

The PURCHASER shall for the benefit of the Project and of the Processing
Company and the Plant apply for and take benefit of all possible tax reliefs
under tax and investment laws of the Democratic Republic of Congo such as, but
not limited to, tax incentives, lower tax rates, relief of export and import
duties and C.C.A. as well as exemption from withholding taxes for interest and
dividend payments.

In case of any adversary changes in the tax regime with respect to the Cobalt
Alloy and/or with the operation of the Plant or the Processing Company, the
Parties agree to meet.




12.     HARDSHIP
        --------


If at any moment unanticipated events by the Parties will fundamentally alter
the balance of this Agreement, resulting in an excessive burden to one of the
parties in fulfilling its contractual obligations vis-a-vis the other Party,
this aggrieved Party may proceed as follows:

- The aggrieved party may request a review of this Agreement within a reasonable
delay after it has got the knowledge of the said change in circumstances and its
effects on the economy of this Agreement.

- The request shall mention the reasons causing such review.

- The Parties shall Confer within thirty calendar days of receipt of the notice
in view to revise this Agreement on an equitable basis to avoid the excessive
burdens for any of the Parties.

A request to review does not have any suspension effects as to the execution of
this Agreement.

<PAGE>   47
                                       19


13.     LIABILITIES
        -----------


In the event of a breach to this Agreement, each Party shall be liable for all
direct damage as well as cost, charges and expenses caused through that breach,
which shall be compensated in full.

However, any loss or damage which is an indirect or consequential result of the
nonfulfillment of obligations under or in connection with this Agreement are
excluded unless resulting from a willful or intentional act from the defaulting
Party.

All direct damages and claims can only be set off or deducted from the agreed
price if and when the disagreement has been finally settled or solved otherwise.

14.     COVENANTS
        ---------


The SUPPLIER shall covenant:


(i)  to guarantee an unhindered access right to the Site either by not
     alienating to a third party or by transferring to the J.V. the use of the
     strip of land through which access to Site is made as mutually agreed, as
     well as the exclusive rights to use the Slag.


(ii) to support the obtaining from the Government of the Democratic Republic of
     Congo of a favorable tax treatment.


(iii)to provide its full support in order to obtain all other necessary
     approvals, permissions, tax exemptions and export licenses, etc. for the
     Processing Company and/or the PURCHASER; 


<PAGE>   48
                                       20


III.    GENERAL DISPOSALS
        -----------------


1.      HIERARCHICAL ORDER OF THE AGREEMENTS
        ------------------------------------

This Agreement is part of a number of Agreements concluded between the Parties.

The aim of these Agreements is to set up the terms and conditions of the
purchase of the Slag located at the Site, the setting up of the J.V. and of the
Processing Company and selling the Cobalt bearing Alloy to KCO for further
processing.

These Agreements are:

          (i)     Joint Venture Agreement
          (ii)    Long Term Slag Sales Agreement
          (iii)   Long Term Cobalt Alloy Sales Agreement
          (iv)    Tolling Agreement.


Although each Agreement mentioned above can be interpreted independently and
according to its terms, it is to be noted that it is part of a larger
contractual arrangement and that it has to be interpreted in light of the other
Agreements.

In the event of a conflict, the Agreements listed above shall be interpreted in
the above order so that a prior Agreement shall always supersede a later one.



2.      AMENDMENTS
        ----------

Any amendments and additions to this Agreement shall be valid only if made in
writing and signed by duly authorized representatives of the Parties hereto.

<PAGE>   49
                                       21




Should an amendment or modification to this Agreement have an effect on the
other Agreements, the Parties undertake to change or modify these other
Agreements in order to avoid any conflicts between the various Agreements.




3.      RESTRICTIONS ON TRANSFERS
        -------------------------

3.1. A Party shall not have the right to sell, assign, transfer, mortgage,
     pledge, charge or otherwise deal with the rights and obligations it holds
     in this Agreement.


3.2. The provisions of Article 3.1 shall not be applicable in case of a
     transfer, sale or assignment of participation by a Party to an affiliate
     company provided that the transfer, sale or assignment is total and imposed
     by legitimate reorganisation needs of the Party concerned.

     For the purposes of this Agreement, an affiliate company shall mean any
     company or entity which is a subsidiary or a parent of the transferor Party
     or which directly or indirectly controls or is controlled by the transferor
     Party.


3.3. Any transfer beyond the terms and conditions of Article 3.1. and 3.2 shall
     not be possible without the prior written consent by all the Parties.


3.4. Any transfer described or permitted in accordance with Articles 3.1 and 3.2
     shall be subject to the transferee giving its written undertaking to be
     bound by all the terms, conditions and undertakings of this Agreement and
     the relating Agreements.



<PAGE>   50
                                       22


4.      ARBITRATION AND APPLICABLE LAWS
        -------------------------------

     In the event the Parties are unable to settle a dispute in connection with
     this Agreement out of court, they agree the dispute shall be submitted to
     the French section of the tribunals of Brussels which shall give a verdict
     pursuant to the Belgian laws.




5.      CONFIDENTIALITY
        ---------------


5.1. Unless otherwise provided in this Article, all reports, records, data or
     any other information of any kind whatsoever developed or acquired by any
     Party in connection with the activities of the J.V. and/or the Processing
     Company in the Democratic Republic of Congo controlled by the J.V., shall
     be treated as confidential and no Party shall reveal or otherwise disclose
     such confidential information to third parties without the prior consent of
     the other Parties.

     The above restrictions shall not apply to the disclosure of confidential
     information to any affiliate companies or any private or public financing
     institutions, any contractors or subcontractors, employees or consultants
     of the Parties or of the J.V. or the Processing Company or to any third
     party to which a Party envisage the transfer, the sale, assignment,
     encumbrance or other disposition of all of its participation in the J.V. in
     accordance to the terms of the Article 3 above.

     However, this shall only be applicable provided the confidential
     information shall only be disclosed to third parties having a legitimate
     need for this information and the persons or company to whom such
     disclosure is made shall first undertake in writing to protect the
     confidential nature of such information, to the same extent as the Parties
     are obligated under this Article.

     In addition, the above restrictions shall not apply to any Government or
     governmental Department or Agency which has the right to require disclosure
     of such confidential information.

     These restrictions shall also not apply to such confidential information
     which comes into the Public Domain, except the fault from any Party.

<PAGE>   51
                                       23



     This confidentiality obligation shall survive for a period of 5 years
     commencing at the termination/dissolution of this Agreement.

     The above mentioned restrictions are not valid for information retained by
     GECAMINES related to the Site.



6.      FORCE MAJEURE
        -------------


6.1. The obligations of any Party shall be suspended to the extent that the
     performance of its obligations is prevented or delayed, in whole or in part
     by:

     - accidental act, bad weather, floods, slides, mine disasters or major
     accidents, cave-ins, strikes, lock-out, labor disputes, labor shortage,
     demonstrations, riots, sabotage, laws, rules or regulations of agency or
     governmental bodies.

     The obligations shall also be suspended in the event of governmental
     actions or inactions, restraints of governmental or other competent
     authorities, inability to obtain or unavoidable delay in obtaining
     necessary materials, facilities and equipment in the open market,
     suspension or refusal of access to the deposit slag Site, interruption or
     unavoidable delay in communication or transportation, or any other cause,
     whether similar or not to those specifically listed, which shall be beyond
     the reasonable control of the Party.


6.2. In the event of such occurrences, the Party affected shall give written
     notice to the other Parties as soon as possible after the occurrence of the
     event causing the delay or prevention, setting out full particulars and
     estimating the duration of the delay or prevention.

     The Party affected shall use all possible diligence to remedy the situation
     causing the delay as quickly as possible.

     The requirement that any such delay shall be remedied with all possible
     diligence shall not require a Party to settle strikes, lock out or other
     labor conflicts contrary to its wishes and this type of difficulty shall be
     handled within the discretion of the Party concerned.

<PAGE>   52
                                       24





     In the event the situation of force majeure would remain enforce for more
     than 6 months, the Parties shall meet to analyze the situation en envisage
     the termination of this Agreement. 



7.      NOTICES
        -------

7.1. All notices required under this Agreement shall be in writing and directed
     to the respective Parties at the following addresses:






     If to GECAMINES:        Mr Umba Kyamitala
                                   General Director
                                   Boulevard du Souverain 30
                                   B-1000 BRUSSELS
                                   BELGIUM
                                   Tel. 00.32-2-676 89 98
                                   Fax. 00.32-2-676 80 41
                                   Fax Technical Direction:
                                          00.32-2-676 80 48


If to J.V.:





Any notice shall be deemed to have been given to any Party if personally
delivered to a designated officer of the Party to whom the notice is
addressed, or if sent by registered mail, postage prepaid, with return receipt,
and properly addressed as set forth herein, or if sent by fax or telex to an
authorized representative with evidence of transmission receipt. 

The notice shall be effective as of the moment of personal delivery, or in the
case of mailing, as of the date shown on the return receipt, or in the case of
fax or telex, as of the date faxed or telexed.


<PAGE>   53



                               TOLLING AGREEMENT







                                    between




             GROUPEMENT POUR LE TRAITEMENT DU TERRIL DE LUBUMBASHI


                                      and


                 SOCIETE DE TRAITEMENT DU TERRIL DE LUBUMBASHI


<PAGE>   54
                                       2





          TEE PRESENT AGREEMENT IS ESTABLISHED IN ITS ENTIRETY BY ALL
          THE ELEMENTS HEREINAFTER SPECIFIED AND AS REFERRED TO IN THE
                              RESPECTIVE ARTICLES





I.      DEFINITIONS


II.     SPECIAL PROVISIONS


        1.      Appointment
        2.      Conditions Precedent
        3.      Period of Agreement
        4.      Processing and Quality Control
        5.      Basis of Operations
        6.      Liability
        7.      Price and Payment
        8.      Legal Requirements
        9.      Representations, Warranties and Covenants
        10.     Breach



III.    GENERAL PROVISIONS


        1.      Hierarchical Order of the Agreements
        2.      Amendment
        3.      Restrictions on Transfers
        4.      Arbitration and Applicable Laws
        5.      Confidentiality
        6.      Force Majeure
        7.      Notices
        8.      No Waiver
        9.      Severability and Headings
        10.     Sovereign Immunity
        11.     Further Engagements
        12.     General Clauses
        13.     Entering into Force


<PAGE>   55
                                       3




This Agreement is concluded between




GROUPEMENT POUR LE TRAITEMENT DU TFRRIL DE LUBUMBASHI (hereinafter referred to
as GTL) organized and existing under the laws of JERSEY, having its registered
office in Jersey;


and SOCIETE DE TRAITEMENT DU TERRIL DE LUBUMBASHI (hereinafter referred to as
STL S.P.R.L.) _a Private Company with Limited Responsibility organized and
existing under the laws of the Democratic Republic of Congo, having its
registered office at Lubumbashi.




WITNESSETH THAT


Whereas OM GROUP Inc., GROUPE GEORGE FORREST S.A. and La GENERALE DES CARRIERES
ET DES MINES have established the J.V. which again established STL for the
purpose of building and operating plant mentioned hereinafter;

Whereas STL shall operate a Processing Plant in the Democratic Republic of Congo
for the purpose of processing Slag into Cobalt Alloy;

Whereas GECAMINES has concluded a Long Term Slag Sales Agreement with the J.V.;

Whereas the J.V. has concluded a Long Term Cobalt Alloy Sales Agreement with OMG
KOKKOLA CHEMICALS OY , whereby the J.V. shall sell agreed quantities of Cobalt
Alloy on a long term basis to OMG KOKKOLA CHEMICALS OY;

Whereas GTL wishes to enter into a Tolling Agreement with STL and appoint STL to
process the Slag on its behalf in the Democratic Republic of Congo and STL has
agreed to accept such appointment;

Now therefore in consideration of the premises and of the covenants and
agreements contained in this Agreement, the Parties hereby agree as follows:

<PAGE>   56
                                       4




I.      DEFINITIONS


The terms defined hereinafter shall for all purposes of this Agreement and
related Contracts have the meanings hereinafter specified, unless otherwise
specified:

AGREEMENT means this document signed by the Parties and its appendices forming
an integral part of the present Agreement as well as its possible amendments.

BUYER means OMG KOKKOLA CHEMICALS Oy (KCO), a subsidiary of the OMG Group,
buying Cobalt Alloy in the Long Term Cobalt Alloy Sales Agreement.

PURCHASER means the J.V. purchasing Slag in the Long Term Slag Sales Agreement.

COBALT BEARING ALLOY or TREATED MATERIAL means the main end product of the
Processing Company (sometimes also called "Cobalt Alloy") containing cobalt and
copper.

YEAR means calendar year beginning on 1st of January and ending on 31st of
December.

UMPIRE means a person appointed by mutual agreement of the J.V. and the Buyer or
GECAMINES in accordance with the Long Term Slag Sales Agreement or Long Term
Cobalt Alloy Sales Agreement.

CIF means "cost, insurance and freight" as defined in INCOTERMS, 1990 edition.

TOLLING AGREEMENT means the Agreement concluded between the J.V. and the
Processing Company for the purpose of processing Slag into Cobalt bearing Alloy.

LONG TERM COBALT ALLOY SALES AGREEMENT means the Agreement whereby the J.V.
undertakes to sell Cobalt Alloy to the Buyer and the latter undertakes to buy
Cobalt Alloy from the J.V.

LONG TERM SLAG SALES AGREEMENT means the Agreement whereby GECAMINES undertakes
to sell Slag to the J.V. and the latter undertakes to buy Slag from GECAMINES.

DATE OF DELIVERY means the date on which the J.V. takes and becomes the owner of
the Site Slag according to the terms of the ex-site delivery clause.

DDU means "delivery duty unpaid" as defined in INCOTERMS, 1990 edition

<PAGE>   57
                                       5



EXW means "ex works delivery" clause as defined in INCOTERMS, 1990 edition.

SUPPLIER means the GENERALE DES CARRIERES ET DES MINES supplying Slag in the
Long Term Slag Sales Agreement.

J.V. means a private limited liability company having its registered office in
JERSEY.

BUSINESS DAY means a day which is not a Saturday, a Sunday or a public holiday
in Finland, The Netherlands or the Democratic Republic of Congo.

KCO means OMG KOKKOLA CHEMICALS Oy, a subsidiary of the OMG Group located in
KOKKOLA, REPUBLIC OF FINLAND and established under the laws of the REPUBLIC OF
FINLAND.


LMB means the LONDON METAL BULLETIN.

LME means the LONDON METAL EXCHANGE.

SUPPLY LOT means a part of each delivered supply of Cobalt Alloy containing
approximately 100 tons of Cobalt Alloy as divided by the BUYER in KOKKOLA for
weighing, sampling, analysis and moisture content determination.

EXPEDITION LOT means the tonnage of one container of Cobalt Alloy dispatch from
the Processing Plant.

USED LOTS means the Lot or Lots of Cobalt Alloy taken into usage by the BUYER
for a period of one month.

MONTH means calendar month.

PARTIES means the Parties to this Agreement.

QUOTATIONAL PERIOD means the Period defined in Article S of the Long Term Slag
Sales Agreement or in Article 6.2 in the Long Term Cobalt Alloy Sales Agreement.

WEIGHTS AND MEASURES
1 (metric) ton  =       2,204.6 pounds avoirdupois
1 dmt or ts     =       1 dry metric ton
1 wmt or th     =       1 wet metric ton

TAKEN INTO USAGE means the taking of the Cobalt Alloy either directly from the
ordinary commercial raw material Stock or alternatively from the Buffer Stock as
a complement of the KOKKOLA Processing Plant.


<PAGE>   58
                                       6





PROJECT means the conception and building of a Processing Plant in LUBUMBASHI
for the purpose of exploiting the Slag Site of LUBUMBASHI as well as the proper
operation of the Processing Plant, the trading operations including related
operations and the distribution of the profits.

PROCESSED SLAG means the Slag resulting from the operations in the Processing
Plant

SLAG means cobalt bearing slag located in the Site in THE DEMOCRATIC REPUBLIC OF
CONGO and to be used as feeding stock in the Processing plant.

SITE or SLAG SITE means the area in the Democratic Republic of Congo where the
Slag is located and available to be delivered to the J.V. pursuant to this
Agreement (called Terril de LUBUMBASHI, originating from the residues of the
WATER JACKET ovens of GECAMINES and namely including the zones I , J, K1, K2 and
TAS G-L having an average cobalt content      as described in further detail in
appendix 1 of the Frame Agreement attached as Appendix 1 to this Agreement).

PROCESSED SLAG SITE means the area in the Democratic Republic of Congo where the
processed slag will be stocked.

PROCESSING COMPANY means the Company to be set up by the J.V. in the Democratic
Republic of Congo in the form of a SPRL for the purposes of operating the
Processing Plant.

COMMERCIAL STOCK means the ordinary stock of Cobalt Alloy enabling the regular
supply of OMG-KCO plant taking into account the periodicity of maritime
arrivals.

BUFFER STOCK means the Cobalt Alloy Stock to be established at OMG in KOKKOLA,
FINLAND in accordance with article 10 of the J.V. Agreement and to be kept
separate from the Ordinary Commercial Cobalt Alloy Stock of OMG KOKKOLA
Chemicals Oy.

USD means the lawful currency of the UNITED STATES OF AMERICA.

PROCESSING PLANT means the Plant to be located in LUBUMBASHI in the DEMOCRATIC
REPUBLIC OF CONGO. The Plant shall be operated by the Processing Company for the
purpose of processing Slag into Cobalt bearing Alloy.

SELLER means the J.V. selling Cobalt Alloy in the Long Term Cobalt Alloy Sales
Agreement.

<PAGE>   59
                                       7




II.     SPECIAL PROVISIONS
--------------------------


1. Appointment
--------------

GTL hereby grants tQ STL the right to process all of the Slag to be purchased by
GTL from time to time from GECAMINES and STL accepts such appointment.

STL undertakes to exclusively process the Slag for GTL and shall not process the
slag for any third party without the consent of GTL. GTL shall not unreasonably
withhold such an agreement.

STL, in performing its functions and activities under this Agreement, shall be
considered as an independent contractor and not an agent of GTL. STL shall not
be entitled to represent or hold itself out as representing the J.V.




2. Conditions Precedent
-----------------------

This Agreement is subject to the fulfillment of the following conditions
precedent;

         (i) that any governmental approvals which may be required for or prior
         to the implementation of this Agreement, are duly obtained;

         (ii) that the Long Term Slag Supply Agreement has been duly signed and
         concluded between GTL and GECAMINES;

         (iii) that the Long Term Cobalt Alloy Sales Agreement has been duly
         signed and concluded between GTL and KCO.



3. Period of Agreement
----------------------


This Agreement shall be in force for a period of 20 years and shall take effect
commencing at its conclusion.

<PAGE>   60
                                       8




4. Processing and Quality Control
---------------------------------


The Slag to be processed by STL will be available EXW Site according to the
instructions given GTL. The Slag shall meet following specifications:







The Cobalt Alloy to be produced shall meet following specifications:






GTL shall be entitled through their employees, representatives or other
appointees to have access to and to inspect the Plant of STL for the purposes of
checking that the Cobalt Alloy meet the above mentioned specifications.

Should the Cobalt Alloy fail to meet the required specifications with the
result, that the transportation of the Treated Material to KOKKOLA, FINLAND is
not economically feasible, then all costs, direct or indirect, relating to such
failure shall be borne by STL.




5. BASIS OF OPERATION
---------------------

Ownership to the Slag and to the Cobalt Alloy shall at all times remain with
GTL.

Zinc and lead in form of oxides as well as Processed Slag shall be returned free
of charge to GECAMINES who shall become their owner. GECAMINES shall remove them
at its own expense as quickly as possible.

STL shall take care of the transportation of the Slag from the Site to the Plant
as well as the transportation of the Processed Slag from the Plant to the place
designated by GTL.

STL shall bear all risks linked to the Slag when loaded for the transportation
at the Site.

The risk linked to the Cobalt Alloy shall pass from STL to GTL at its delivery
to GTL, packed in bags (or otherwise if SOM agreed), EXW the Plant.


<PAGE>   61
                                       9



6. Liability
------------

STL shall be responsible for all damage resulting from a failure or omission
Occurring during operations for which it is responsible.

STL shall indemnify the J.V. and KCO against all requests for indemnification or
other requests from third parties.

In order to protect the environment and subject to the limitatioris set out
above, the Parties undertake to build, operate and maintain the Processing Plant
in the Democratic Republic of Congo in an orderly way and corresponding to the
rules for protecting the environment applicable in the European Union.


7. Price and Payment
--------------------










8. Legal Requirements
---------------------


STL shall obtain and maintain in force all permits and consents required in the
Democratic Republic of Congo in connection with the Processing of Slag and its
transportation to the Plant.

Such authorizations shall remain valid as long as the above mentioned services
are performed by STL, which shall at all times operate in conformity with the
authorizations, licenses, permits and national legislation of the Democratic
Republic of Congo.

<PAGE>   62
                                       10



9. Representations, Warranties and Covenants
---------------------------------------------


STL will arrange for and obtain and maintain in force all permits and consents
required or to be obtained in connection with the processing and transportation
of the Slag and/or the exportation of the Cobalt Alloy as contemplated in this
Agreement in the Democratic Republic of Congo.

STL will possess the business, professional and technical expertise to handle,
process and safely and lawfully dispose of the Slag and Cobalt Alloy and process
waste respectively in the Democratic Republic of Congo.


STL will maintain the equipment, the Plant and human resources required to
perform its obligations under this Agreement.

STL is duly licensed and authorized by all relevant authorities in the
Democratic Republic of Congo to handle Slag, Treated Material and process waste.
STL shall, at all times while services hereunder are being performed, continue
to remain so licensed and authorized, and STL shall at all times operate in
conformity with the requirements of all applicable permits, licenses,
authorizations and national legislation of the Democratic Republic of Congo.



10. Breach
----------


Should either Party fail to observe any of the provisions or perform any of the
terms or conditions of this Agreement, or be placed under judicial management or
be wound up, whether compulsorily or voluntarily, and/or fail to remedy such
breach or failure within a period of 90 days of notice to it, then without
prejudice to any other rights which might thereupon be available to it, the
other Party shall have the right to proceed against the defaulting Party for the
recovery of incurred damages.

<PAGE>   63
                                       11



III.    GENERAL PROVISIONS


1. Hierarchical Order of the Agreements
---------------------------------------


This Agreement is part of the Agreements concluded between the Parties and other
parties.

The aim of these Agreements is to set up the terms and conditions of the
purchase of the Slag located at the Site, the setting up of the J.V. and of the
Processing Company and selling the Cobalt-bearing Alloy to KCO for further
processing.

These Agreements are:

          (i)     JOINT VENTURE AGREEMENT
          (ii)    LONG TERM SLAG SALES AGREEMENT
          (iii)   LONG TERM COBALT ALLOY SALES AGREEMENT
          (iv)    TOLLING AGREEMENT

Although each Agreement mentioned above shall be interpreted independently and
according to its own terms, it is to be noted that it is part of a larger
contractual arrangement and each Agreement shall be interpreted in light of the
other Agreements.

In case of a conflict this Agreement and the listed Agreements shall be
interpreted in the above order so that a prior Agreement shall always supersede
a later one.



2. Amendments
-------------


Any amendments or additions to this Agreement shall be valid only if made in
writing and signed by duly authorized representatives of the Parties hereto.

Should an amendment or modification to this Agreement have an effect to the
other Agreements, the Parties undertake to change or modify these other
Agreements in order to avoid any conflicts between this Agreement and the other
Agreements.

<PAGE>   64
                                       12



3. Restrictions on Transfers
----------------------------


A Party shall not have the right to sell, assign, transfer, mortgage, pledge,
charge or otherwise deal with its rights and obligations as defined in this
Agreement.



4. Arbitration and Applicable Laws
----------------------------------


In the event the Parties are unable to settle a dispute in connection with this
Agreement out of court, they agree upon that the dispute shall be submitted to
the French section of the tribunals of Brussels which shall give a verdict
pursuant to the Belgian laws.



5. Confidentiality
------------------


5.1. Unless otherwise provided in this Article, all reports, records, data or
     any other information of any kind whatsoever developed or acquired by any
     Party in connection with the activities of the J.V. and/or the Processing
     Company in the Democratic Republic of Congo controlled by the J.V. shall be
     treated as confidential and no Party shall reveal or otherwise disclose
     such confidential information to third parties without the prior written
     consent of the other Parties.

     The above restrictions shall not apply to the disclosure of confidential
     information to any affiliate companies or any private or public financing
     institutions, any contractors or subcontractors, employees or consultants
     of the Parties or of the J.V. or the Processing Company or to any third
     party to which a Party envisage the transfer, the sale, assignment,
     encumbrance or other disposition of all of its participation in the J.V. in
     accordance with the terms of Article 3 above.

     However, this shall only be applicable provided that the confidential
     information shall only be disclosed to third parties having a legitimate
     need for this information and the persons or company to whom such
     disclosure is made shall first undertake in writing to protect the
     confidential nature of such information, to the same extent as the Parties
     are obligated under this Article.

     In addition, the above restrictions shall not apply to any Government or
     Governmental Department or Agency which has the right to require the
     disclosure of such confidential information. 


<PAGE>   65
                                       13




     These restrictions shall also not apply to such confidential information
     which comes into the Public Domain, except the fault from any Party.

     This confidentiality obligation shall survive for a period of 5 years
     commencing at the termination/dissolution of this Agreement.

     The above mentioned restrictions are not valid for information retained by
     GECAMINES related to the Site.


6. Force Majeure
----------------

6.1.     The obligations of any Party shall be suspended to the extent that the
         performance of its obligations is prevented or delayed, in whole or in
         part by:

         accidental act, bad weather, floods, slides, mine disasters or major
         accidents, cave-ins, strikes, lockout, labor, disputes, labor shortage,
         demonstrations, riots, sabotage, laws, rules or regulations of agency
         or governmental bodies.

         The obligations shall also be suspended in the event of governmental
         actions or inactions, restraints of governmental or other competent
         authorities, inability to obtain or unavoidable delay in obtaining
         necessary materials, facilities and equipment in the open market,
         suspension or refusal of access to the deposit slag site, interruption
         or unavoidable delay in communication or transportation, or any other
         cause, whether similar or not to those specifically listed, which shall
         be beyond the reasonable control of the Party.


6.2.     In the event of such occurrences, the Party affected shall give written
         notice to the other Parties as soon as possible after the occurrence of
         the event causing the delay or prevention, setting out full particulars
         and estimating the duration of the delay or prevention.

         The Party affected shall use all possible diligence to remedy the
         situation causing the delay as quickly as possible.

         The requirement that any such delay shall be remedied with all possible
         diligence shall not require a Party to settle strikes, lock out or
         other labor conflicts contrary to its wishes and this type of
         difficulty shall be handled within the discretion of the Party
         concerned.

         In the event the situation of force majeure would remain enforce for
         more than 6 months, the Parties shall meet to analyze the situation en
         envisage the termination of this Agreement.

<PAGE>   66
                                       14



7. Notices
----------



         All notices required under this Agreement shall be in writing and
         directed to the respective Parties at the following addresses:


         -       If to GTL


         -       If to STL


         Any notice shall be deemed to have been given to any Party if
         personally delivered to a designated officer of the Party to whom the
         notice is addressed, or if sent by registered mail, postage prepaid,
         with return receipt, and properly addressed as set forth herein, or if
         sent by fax or telex to the above mentioned address with evidence of
         transmission receipt.

         The notice shall be effective as of the moment of personal delivery, or
         in the case of mailing, as of the date shown on the return receipt, or
         in the case of fax or telex, as of the date faxed or telexed.

         Any Party may, at any time, change the address to which notices or
         communications shall be given by written notice to the other Parties.



8. No Waiver
------------


The failure of a Party at any time to require the performance of any provision
of this Agreement shall not affect its right to execute that provision and a
waiver by such Party upon a breach thereof shall not be interpreted as a waiver
by such Party of any later non execution of such provision or as a waiver by
such Party of any other provision of this Agreement.

<PAGE>   67
                                       15



9. Severability and Headings
----------------------------


9.1.     If any provision of this Agreement or its related Appendices should be
         null and void, such a nullity shall not invalidate all the other
         provisions in this Agreement or related Appendices. The Parties of this
         Agreement shall endeavor to negotiate so as to replace any null and
         void provision as well as any other affected provision.

9.2.     The headings in this Agreement are considered for convenience only and
         shall not have any effect or limit in interpreting the provisions of
         this Agreement.



10. Sovereign Immunity
----------------------


         To the extent that a Party may be entitled to claim in any jurisdiction
         in which legal proceedings may at any time be commenced with respect to
         this Agreement, for itself or its activities, properties or assets any
         immunity either:

         - from jurisdiction of any court or arbitration from attachment prior
         to judgment, from execution of a judgment or set-off,

         - from any other legal process, and to the extent where such immunity
         could be granted by that jurisdiction, the Parties hereby irrevocably
         agree not to claim and hereby waive such immunity in respect of suit,
         jurisdiction of any court, attachment prior to judgment, set-off,
         execution of a judgment and from other legal process, as well as any
         immunity whatsoever.



11. Further Engagements
-----------------------


11.1.    The Parties respectively agree to execute and deliver such further
         instruments, papers and documents and to take the necessary measures
         that may reasonably be necessary or as may reasonably be requested for
         the purpose of carrying out the provisions of this Agreement.

11.2.    This Agreement shall be binding upon to the benefit of the Parties
         hereto and their respective duly authorized representatives, providing
         they have agreed to be bound.

<PAGE>   68
                                       16




12. General Clauses
-------------------



12.1.    Any Party shall be entitled to terminate this Agreement in the event of
         a material breach of any provision by any other Party.

         However, the termination can only occur in the event it has not been
         remedied within thirty days from the date of a written notice to the
         defaulting Party or Parties.

         A material breach shall be considered one which endangers the
         successful completion of operations and the general equilibrium of this
         Agreement.


12.2.    The responsibilities and liabilities of the Parties according to this
         Agreement shall survive after the expiry or termination.

         The expiry or termination of the Agreement or liabilities arising under
         this Agreement shall not affect the Parties obligations expressly
         stated in this Agreement to survive, or expressly contemplated in the
         event of such expiry or termination.


13. Entering into Force
-----------------------

This Agreement shall become effective when it has been signed by the duly
authorized representatives of the Parties and provided that the Joint Venture
Agreement has become effective.


IN WITNESS WHEREOF the Parties have signed this Agreement written in French,
along with an English translation, the French text being the authentic text, in
2 original copies, one for each party, by their duly authorized representatives.




Signed at ...     on the .. day of .... 1997


<PAGE>   69




                     LONG TERM COBALT ALLOY SALES AGREEMENT
                     --------------------------------------






BETWEEN
-------






                    THE J.V. GROUPEMENT POUR LE TRAITEMENT DU
                    TERRIL DE LUBUMBASHI



AND
---


                    OMG KOKKOLA CHEMICALS OY






                                   *
                                 *   *


<PAGE>   70
                                       2




THE PRESENT AGREEMENT IS ESTABLISHED IN ITS ENTIRETY BY ALL THE ELEMENTS
HEREINAFTER SPECIFIED AND AS REFERRED TO IN THE RESPECTIVE ARTICLES


I.      DEFINITIONS



II.     SPECIAL PROVISIONS


        1.      Scope and Quantity
        2.      Specifications of the Cobalt Alloy
        3.      Duration
        4.      Buffer Stock
        5.      Delivery and Title
        6.      Payment
        7.      Weighing, Sampling and Analysis
        8.      Invoicing Currencies and Payment Procedures
        9.      Hardship
        10.     Liabilities




III.    GENERAL DISPOSALS


        1.      Hierarchical Order of the Agreements
        2.      Amendment
        3.      Restrictions on Transfers
        4.      Arbitration and Applicable Laws
        5.      Confidentiality
        6.      Force Majeure
        7.      Notices
        8.      No Waiver
        9.      Severability and Headings
        10.     Sovereign Immunity
        11.     Further Engagements
        12.     General Clauses
        13.     Entering into Force


<PAGE>   71
                                       3





The Present Agreement is concluded between:




SELLER:


J.V. "GROUPEMENT POUR LE TRAITEMENT DU TERRIL DE LUBUMBASHI", having its
registered office in Jersey on the one hand; and





BUYER:


OMG KOKKOLA CHEMICALS OY, having its registered office at P.O. Box 286,
FIN-67101 KOKKOLA, Finland (hereinafter referred to as the BUYER or KCO) on the
other hand.






Whereas the SELLER intends to invest in a Plant to be located in Lubumbashi, the
Democratic Republic of Congo, for the exclusive purpose of processing Slag
presently available in the Site in the Democratic Republic of Congo to be
processed into Cobalt Alloy which will be sold to the BUYER, and


Whereas the Parties wish to enter into this Agreement whereby the SELLER
undertakes to sell Cobalt Alloy, and the BUYER undertakes to buy Cobalt Alloy
according to the terms and conditions herein set forth.







THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:

<PAGE>   72
                                       4



I.      DEFINITIONS


The terms defined hereinafter shall for all purposes of this Agreement and
related Contracts have the meanings hereinafter specified, unless otherwise
specified:




AGREEMENT means this document signed by the Parties and its appendices forming
an integral part of the present Agreement as well as its possible amendments.

BUYER means OMG KOKKOLA CHEMICALS Oy (KCO) , a subsidiary of the OMG Group,
buying Cobalt Alloy in the Long Term Cobalt Alloy Sales Agreement.

PURCHASER means the J.V. purchasing Slag in the Long Term Slag Sales Agreement.

COBALT BEARING ALLOY or TREATED MATERIAL means the main end product of the
Processing Company (sometimes also called "Cobalt Alloy") containing cobalt and
copper.

YEAR means calendar year beginning on 1st of January and ending on 31st of
December.

UMPIRE means a person appointed by mutual agreement of the J.V. and the Buyer or
GECAMINES in accordance with the Long Term Slag Sales Agreement or Long Term
Cobalt Alloy Sales Agreement .

CIF means "cost, insurance and freight" as defined in INCOTERMS, 1990 edition.

TOLLING AGREEMENT means the Agreement concluded between the J.V. and the
Processing Company for the purpose of processing Slag into Cobalt bearing Alloy.

LONG TERM COBALT ALLOY SALES AGREEMENT means the Agreement whereby the J.V.
undertakes to sell Cobalt Alloy to the Buyer and the latter undertakes to buy
Cobalt Alloy from the J.V.

LONG TERM SLAG SALES AGREEMENT means the Agreement whereby GECAMINES undertakes
to sell Slag to the J.V. and the latter undertakes to buy Slag from GECAMINES.

DATE OF DELIVERY means the date on which the J.V. takes and becomes the owner of
the Site Slag according to the terms of the ex-site delivery clause.

<PAGE>   73
                                       5






DDU means "delivery duty unpaid" as defined in INCOTERMS, 1990 edition

EXW means "ex works delivery" clause as defined in INCOTERMS, 1990 edition.

SUPPLIER means the GENERALE DES CARRIERES ET DES MINES supplying Slag in the
Long Term Slag Sales Agreement.

J.V. means a private limited liability company having its registered office in
JERSEY.

BUSINESS DAY means a day which is not a Saturday, a Sunday or a public holiday
in Finland, The Netherlands or the Democratic Republic of Congo.

KCO means OMG KOKKOLA CHEMICALS Oy, a subsidiary of the OMG Group located in
KOKKOLA, REPUBLIC OF FINLAND and established under the laws of the REPUBLIC OF
FINLAND.

LMB means the LONDON METAL BULLETIN.

LME means the LONDON METAL EXCHANGE.

SUPPLY LOT means a part of each delivered supply of Cobalt Alloy containing
approximately 100 tons of Cobalt Alloy as divided by the BUYER in KOKKOLA for
weighing, sampling, analysis and moisture content determination.

EXPEDITION LOT means the tonnage of one container of Cobalt Alloy dispatch from
the Processing Plant.

USED LOTS means the Lot or Lots of Cobalt Alloy taken into usage by the BUYER
for a period of one month.

MONTH means calendar month.

PARTIES means the Parties to this Agreement.

QUOTATIONAL PERIOD means the Period defined in Article 5 of the Long Term Slag
Sales Agreement or in Article 6.2 in the Long Term Cobalt Alloy Sales Agreement.

<PAGE>   74
                                       6




WEIGHTS AND MEASURES

1 (metric) ton  =       2,204.6 pounds avoirdupois
1 dmt or ts     =       1 dry metric ton
1 wmt or th     =       1 wet metric ton

TAKEN INTO USAGE means the taking of the Cobalt Alloy either directly from the
ordinary commercial raw material Stock or alternatively from the Buffer Stock as
a complement of the KOKKOLA Processing Plant.

PROJECT means the conception and building of a Processing Plant in LUBUMBASHI
for the purpose of exploiting the Slag Site of LUBUMBASHI as well as the proper
operation of the Processing Plant, the trading operations including related
operations and the distribution of the profits.

PROCESSED SLAG means the Slag resulting from the operations in the Processing
Plant

SLAG means cobalt bearing slag located in the Site in THE DEMOCRATIC REPUBLIC OF
CONGO and to be used as feeding stock in the Processing plant.

SITE or SLAG SITE means the area in the Democratic Republic of Congo where the
Slag is located and available to be delivered to the J.V. pursuant to this
Agreement (called Terril de LUBUMBASHI, originating from the residues of the
WATER JACKET ovens of GECAMINES and namely including the zones I, J, K1, K2 and
TAS G-L having an average cobalt content of      as described in further detail
in appendix 1 of the Frame Agreement attached as Appendix 1 to this Agreement).

PROCESSED SLAG SITE means the area in the Democratic Republic of Congo where the
processed slag will be stocked.

PROCESSING COMPANY means the Company to be set up by the J.V. in the Democratic
Republic of Congo in the form of a SPRL for the purposes of operating the
Processing Plant.

COMMERCIAL STOCK means the ordinary stock of Cobalt Alloy enabling the regular
supply of OMG-KCO plant taking into account the periodicity of maritime
arrivals.

BUFFER STOCK means the Cobalt Alloy Stock to be established at OMG in KOKKOLA,
FINLAND in accordance with article 10 of the J.V. Agreement and to be kept
separate from the Ordinary Commercial Cobalt Alloy Stock of OMG KOKKOLA
Chemicals Oy.


<PAGE>   75
                                       7




USD means the lawful currency of the UNITED STATES OF AMERICA.

PROCESSING PLANT means the Plant to be located in LUBUMBASHI in the DEMOCRATIC
REPUBLIC OF CONGO. The Plant shall be operated by the Processing Company for the
purpose of processing Slag into Cobalt bearing Alloy.

SELLER means the J.V. selling Cobalt Alloy in the Long Term Cobalt Alloy Sales
Agreement.

<PAGE>   76
                                       8





                             II. SPECIAL PROVISIONS
                                 ------------------

1.    SCOPE AND QUANTITY
------------------------


The SELLER undertakes to sell and deliver to the BUYER and the BUYER undertakes
to buy from the SELLER a minimum annual of 4,000 tons of cobalt and a maximum
annual 5,000 tons of Cobalt contained for the exclusive usage of the Buyer.

The annual quantity of 5,000 tons of Cobalt mentioned above does not include the
quantity contained in the Buffer Stock and could possibly be reviewed after
negotiation between the Parties, depending among others on the Slag
availability, the processing capacity in the Democratic Republic of Congo and/or
in Finland as well as on the Cobalt market situation.

The annual quantity to be delivered shall be agreed by the Parties in the annual
plans to be concluded and agreed three months prior to the beginning of each
year.

In case the SELLER produces through the Processing Company more than 4,000 tons
per year, after the building up of the Buffer Stock, the quantity exceeding
4,000 tons shall be offered in priority to the BUYER at market conditions, and
the latter shall have the right of first refusal.

The J.V. can only sell to other users that tonnage of Cobalt which exceeds 4,000
tons.



2.      SPECIFICATIONS OF THE COBALT ALLOY
------------------------------------------

The Cobalt Alloy to be delivered to KOKKOLA, Finland shall have the following
specifications on a dry basis:





<PAGE>   77
                                       9


3.      DURATION
----------------

This Agreement is concluded for a period of 20 years.

This Agreement shall automatically be prolonged in so far that at the end of the
year 2016 there is still Slag with an average Cobalt content          and
capable of being provided on economic viable terms and provided that the Long
Term slag Sales Agreement shall be prolonged for an equivalent period of time.

This Agreement shall automatically be terminated:

(i)      in case there shall no more be Slag available corresponding to the
         minimal required quantities and qualities,

(ii)     in case of liquidation of the J.V. with no successor, 

(iii)    in case the BUYER disappears with no successor.

Should any of the above mentioned event take place, no damages or interests
shall be paid whatsoever.



4.      BUFFER STOCK
--------------------


4.1.    Establishment and quantity
        --------------------------

To guarantee to the SELLER and BUYER an uninterrupted and sufficient feedstock
of Cobalt Alloy to the KOKKOLA Plants, GECAMINES allows the SELLER and the BUYER
to build up a Buffer Stock of Cobalt Alloy in KOKKOLA, in addition to the
commercial stock to alleviate the problem caused by possible disturbances in the
deliveries.

For that reason GECAMINES undertakes to sell to the J.V. and the J.V. undertakes
to buy from GECAMINES the quantity of Slag necessary for building up the Buffer
Stock. The Cobalt contained in the Buffer Stock shall be 2,500 tons.

The monthly amount of cobalt contained in the Cobalt Alloy exceeding the agreed
monthly tonnage taken into usage by KCO shall be used for building up the Buffer
Stock until the 2,500 tons of Cobalt contained in the Cobalt Alloy have been
reached.


<PAGE>   78
                                       10





In the event that the cobalt content in the Buffer Stock decreases during the
validity period of this Agreement, because of interruption or slowing down of
the deliveries, the excess quantity above the agreed monthly supply shall be
used for rebuilding the Buffer Stock until the cobalt content of 2,500 tons has
been reached again.








If during the reduction period hereinabove referred there will be disturbances
in the deliveries and as a result the Buffer Stock level falls short of the
above formula, then the annual reductions shall be postponed until the minimum
level of the Buffer Stock has first been met.

End 2006 : 2.100 tons of cobalt
End 2007 : 1.700 tons of cobalt
End 2008 : 1.300 tons of cobalt
End 2009 :   900 tons of cobalt
End 2010 :   500 tons of cobalt
End 2011 :   100 tons of cobalt
End 2012 : Liquidation of the Buffer Stock.

With regard to any situation other than what is regulated hereinabove, the
Parties will meet to find a joint understanding.



4.2.    Management of the Cobalt Alloy Buffer Stock
        -------------------------------------------


KCO shall be responsible towards the J.V. for the management of the Buffer
Stock, the risks, and shall bear all costs linked to it. KCO shall permit
GECAMINES and the SELLER to check all records containing the necessary
information as to the status and consumption of the Buffer Stock.

The transfer of title related to the Cobalt Alloy of the Buffer Stock shall pass
from the J.V. to KCO as taken into usage.

<PAGE>   79
                                       11








4.3.    Payment for the Slag taken out for building up of the Buffer Stock
        ------------------------------------------------------------------


KCO shall pay for the Cobalt Alloy delivered to build up the Buffer Stock as
follows:

(i) KCO shall pay the J.V. for the tolling and transportation costs from the
Democratic Republic of Congo to KOKKOLA at the end of the month following the
delivery at KOKKOLA. These costs shall be agreed upon in the annual budget.

(ii) The balance of the Cobalt and Copper price contained in the Alloy shall be
payable as and when taken into usage from the Buffer Stock.

KCO is aware that the J.V. shall have the right to use the Buffer Stock as a
security for a loan provided that the J.V. is able to borrow money to pay
GECAMINES for the Slag (as further described in art. 4.3 and 6.3 of the Long
Term Slag Sales Agreement).

The quantity of Cobalt and Copper contained in the Alloy and taken out from the
Buffer Stock shall be priced in the same way as normal lots of Cobalt Alloy
taken into usage by KCO.


5.      DELIVERY AND TITLES
---------------------------


The SELLER shall deliver the Cobalt Alloy, except the Buffer Stock, DDU KOKKOLA
Finland, packed in drums, in bags or otherwise, as agreed in due course between
the SELLER and the BUYER.

GECAMINES, the SELLER and the BUYER shall agree before the end of each calendar
year on the quantity of Cobalt Alloy to be delivered to KCO for the following
year. The delivery shall be made monthly in approximately even supplies.

The transfer of titles and risks shall pass from the SELLER to the BUYER DDU
KOKKOLA.


<PAGE>   80
                                       12



6.       PRICING
----------------


6.1.    Price Determination
        -------------------


The BUYER shall pay to the SELLER only for the Cobalt and Copper contents of
each direct shipment or taken out from the Buffer Stock. The price of Cobalt
and Copper shall be determined separately for each Used Lot of Cobalt Alloy as
follows:


(a)     Cobalt Price Formula

















b)      Copper Price Formula





<PAGE>   81
                                       13









6.2.    Quotational Period
        ------------------


         In case of direct delivery, the Cobalt and Copper Quotational Period is
         the month following the month of the delivery of Cobalt Alloy to
         KOKKOLA, FINLAND.

         In case of taken into Usage from the Buffer Stock, the Cobalt and
         Copper Quotational Period is the month following the month of the Taken
         into Usage.



6.3.    Payment
        -------


         The payment by the BUYER to the SELLER for each delivery, except for
         the deliveries to the Buffer Stock, shall be made as follows:

         The payments by the BUYER shall be made within twenty calendar days
         from the end of each Quotational Period.

         The price payable for all Lots delivered to KCO during any one month
         shall be calculated based on the relevant average cobalt and copper
         contents of each shipment and on the weight as determined by KCO.

         The BUYER shall notify the SELLER no later than ten days after the end
         of the Quotational Period applicable to the supplied Lots the
         following:

         (i) weight of supplied Lots during the preceding month

         (ii) the average Cobalt and Copper contents of the supplied Lots and

         (iii) the price payable for the supplied Lots taking into account the
         applicable reference price set out in Article 5 above.

         In case the averages of the final analysis of Cobalt and Copper
         contents are not available at the time of payment, the BUYER shall make
         a preliminary payment based on weights and analysis preliminary
         determined.

         When the final analysis is available, such payment shall be adjusted
         to reflect the final weights and analysis by crediting or debiting the
         difference in the next payment to be made by the BUYER to the SELLER.



<PAGE>   82
                                       14





6.4.    Taxes and Duties
        ----------------


Any and all taxes, customs duties, Government charges or other
duties paid or levied on the Cobalt Alloy in Finland shall be
paid by the BUYER. All taxes, customs duties, Government char-
ges or other duties on Cobalt Alloy outside of Finland shall
be paid by the SELLER.


7.      WEIGHING, SAMPLING AND ANALYSIS
---------------------------------------


The BUYER, the SELLER and GECAMINES shall confer and before the first dispatch
shall adopt and record mutually agreed methods of weighing, sampling and
analyzing. Such methods shall be accurate and reliable. They shall be
appropriate and, based on internationally recognized and industrial standards,
provide efficient economic and practical ways of determining accurate weights,
obtaining representative samples, and producing accurate analyses of Cobalt
Alloy.




8.      INVOICING CURRENCIES AND PAYMENT PROCEDURES
---------------------------------------------------




8.1.    USD
        ---

         All bills and payments shall be in USD.



8.2.    Method of payment
        -----------------

         Payments by the BUYER to the SELLER shall be made by bank transfer to
         the SELLER's account.


<PAGE>   83
                                       15


9.      HARDSHIP
----------------


If at any moment unanticipated events by the Parties fundamentally alter the
balance of this Agreement, resulting in an excessive burden to one of the
parties in fulfilling its contractual obligations vis-a-vis the other Party,
this aggrieved Party may proceed as follows :

-        The aggrieved Party may request a review of this Agreement within three
         months after it has got the knowledge of the said change in
         circumstances and its effects on the economy of this Agreement.

-        The request shall mention the reasons causing such review.


-        The Parties shall confer within thirty calendar days of receipt of the
         notice in view to revise this Agreement on an equitable basis to avoid
         the excessive burdens for any of the Parties.

The request to review does not have any suspension effects as to the execution
of this Agreement.



10.     LIABILITIES
-------------------

In the event of a breach to this Agreement, each Party shall be liable for all
direct damage as well as costs, charges and expenses resulting from that breach.

These damages shall be compensated in full.

However, any loss or damage which is an indirect or consequential result of the
nonfulfillment of obligations under or in connection of this Agreement is
excluded unless resulting from a willful or intentional act from the defaulting
Party.

All direct damages and claims can only be set off or deducted from the agreed
price as and when the disagreement thereof between the Parties has been finally
settled or solved otherwise. 


<PAGE>   84
                                       16





                             III. GENERAL DISPOSALS
                                  -----------------


1.      HIERARCHICAL ORDER OF THE AGREEMENTS
        ------------------------------------


This Agreement is part of the Agreements concluded between the Parties.

The aim of these Agreements is to set up the terms and conditions of the
purchase of the Slag located at the Site, the setting up of the J.V. and of the
Processing Company and selling the Cobalt-bearing Alloy to KCO for further
processing.

These Agreements are :

(i)     JOINT VENTURE AGREEMENT
(ii)    LONG TERM SLAG SALES AGREEMENT
(iii)   LONG TERM COBALT ALLOY SALES AGREEMENT
(iv)    TOLLING AGREEMENT


Although each Agreement mentioned above can be interpreted independently and
according to its own terms, it is to be noted that it is part of a larger
contractual arrangement and that it has to be interpreted in light of the other
Agreement.

In the event of a conflict between the listed Agreements, they shall be
interpreted in the above order so that a prior Agreement shall always supersede
a later one.


2.      AMENDMENTS
        ----------


Any amendments or additions to this Agreement shall be valid only if made in
writing and signed by duly authorized representatives of the Parties hereto.


<PAGE>   85
                                       17




Should an amendment or modification to this Agreement have an effect on the
other Agreements, the Parties undertake to change or modify these other
Agreements in order to avoid any conflicts between this Agreements and the other
Agreements.


3.      RESTRICTIONS ON TRANSFERS
---------------------------------

3.1.     A Party shall not have the right to sell, assign, transfer, mortgage,
         pledge, charge or otherwise deal with the rights and obligations it
         holds in this Agreement.


3.2.     The provisions of Article 3.1. shall not be applicable in the case of a
         transfer, sale or assignment of participation by a Party to an
         affiliate company provided that the transfer, sale or assignment is
         total and is imposed by legitimate reorganization needs of the Party
         concerned.

         For the purposes of this Agreement, an Affiliate Company shall mean any
         company or entity which is a subsidiary or a parent of the transferor
         Party or which directly or indirectly controls or is controlled by the
         transferor Party.


3.3.     Any transfer beyond the terms and conditions of Article 3.1. or 3.2.
         shall not be possible without the prior written consent of all the
         Parties.



3.4.     Any transfer described or permitted in accordance with Articles 3.2 and
         3.3 shall be subject to the transferee giving its written undertaking
         to be bound by all the terms, conditions and undertakings of this
         Agreement and relating Agreements.

4.      ARBITRATION AND APPLICABLE LAWS
---------------------------------------


         In the event the Parties are unable to settle a dispute in connection
         with this Agreement out of court, they agree the dispute shall be
         submitted to the French section of the tribunals of Brussels which
         shall give a verdict pursuant to the Belgian laws.


<PAGE>   86
                                       18



5.      CONFIDENTIALITY
-----------------------


5.1.     Unless otherwise provided in this Article, all reports, records, data
         or any other information of any kind whatsoever developed or acquired
         by any Party in connection with the activities of the J.V. and/or the
         Processing Company in the DEMOCRATIC REPUBLIC OF CONGO controlled by
         the J.V., shall be treated as confidential and no Party shall reveal or
         otherwise disclose such confidential information to third parties
         Without the prior consent of the other Parties.

         The above restrictions shall not apply to the disclosure of
         confidential information to any affiliate companies or any private or
         public financing institutions, any contractors or subcontractors,
         employees or consultants of the Parties or of the J.V. or the
         Processing Company or to any third party to which a Party envisage the
         transfer, the sale, assignment, encumbrance or other disposition of all
         of its participation in the J.V. in accordance with the terms of the
         Article 3 above.

         However, this shall only be applicable provided the confidential
         information shall only be disclosed to third parties having a
         legitimate need for this information and the persons or company to whom
         such disclosure is made shall first undertake in writing to protect the
         confidential nature of such information, to the same extent as the
         Parties are obligated under this Article.

         In addition, the above restrictions shall not apply to any Government
         or governmental Department or Agency which has the right to require the
         disclosure of such confidential information.

         These restrictions shall also not apply to such confidential
         information which comes into the Public Domain, except the fault from
         any Party.

         This confidentiality obligation shall survive for a period of 5 years
         commencing at the termination/dissolution of this Agreement.

         The above mentioned restrictions are not valid for information retained
         by GECAMINES related to the Site.

<PAGE>   87
                                       19


6.      FORCE MAJEURE
---------------------


6.1.     The obligations of any Party shall be suspended to the extent that the
         performance of its obligations is prevented or delayed, in whole or in
         part by:

         - accidental act, bad weather, floods, slides, mine disasters or major
         accidents, cave-ins, strikes, lock-out, labor disputes, labor shortage,
         demonstrations, riots, sabotage, laws, rules or regulations of agency
         or governmental bodies.

         The obligations shall also be suspended in the event of governmental
         actions or inactions, restraints of governmental or other competent
         authorities, inability to obtain or unavoidable delay in obtaining
         necessary materials, facilities and equipment in the open market,
         suspension or refusal of access to the deposit Slag Site, interruption
         or unavoidable delay in communication or transportation, or any other
         cause, whether similar or not to those specifically listed, which shall
         be beyond the reasonable control of the Party.


6.2.     In the event of such occurrences, the affected Party shall give written
         notice to the other party as soon as possible after the occurrence of
         the event causing the delay or prevention, setting out full particulars
         and estimating the duration of the delay or prevention.

         The Party affected shall use all possible diligence to remedy the
         situation causing the delay as quickly as possible.

         The requirement that any such delay shall be remedied with all possible
         diligence shall not require a Party to settle strikes, lock out or
         other labor conflicts contrary to its wishes and this type of
         difficulty shall be handled within the discretion of the Party
         concerned.

         In the event the situation of force majeure would remain enforce for
         more than 6 months, the Parties shall meet to analyze the situation en
         envisage the termination of this Agreement.


<PAGE>   88
                                       20



7.      NOTICES
---------------


7.1.     All notices required under this Agreement shall be in writing and
         directed to the respective Parties at the following addresses:




                    -       If to J.V.






                    -       If to KCO

                         OMG EUROPE GMBH 
                         Mr Kari MUURAISKANGAS 
                         Morsenbraicherweg 200 
                         D - 40470 DUSSELDORF
                         GERMANY
                         Tel : 00.49.211.96.18.80
                         Fax : 00.49.211.61.46.29




         Any notice shall be deemed to have been given to any Party if
         personally delivered to a designated officer of the Party to whom the
         notice is addressed, or if sent by registered mail, postage prepaid,
         with return receipt, and properly addressed as set forth herein, or if
         sent by fax or telex to an authorized representative with evidence of
         transmission receipt.

         The notice shall be effective as of the moment of personal delivery, or
         in the case of mailing, as of the date shown on the return receipt, or
         in the case of fax or telex, as of the date faxed or telexed.

         A Party may, at any time, change the address to which notices or
         communications shall be given by written notice to the other Party.


<PAGE>   89
                                       21






8.      NO WAIVER
-----------------


The failure of a Party at any time to require the performance of any provision
of this Agreement shall not affect its right to execute that provision and a
waiver by such Party upon a breach thereof shall not be interpreted as a waiver
by such Party of any later non execution of such provision or as a waiver by
such Party of any other provision of this Agreement.

9.      SEVERABILITY AND HEADINGS
---------------------------------


9.1.     If any provision of this Agreement or its related Appendices should be
         null and void, such a nullity shall not invalidate all the other
         provisions in this Agreement or related Appendices. The Parties of this
         Agreement shall endeavor to negotiate so as to replace any null and
         void provision as well as any other affected provision.


9.2.     The headings in this Agreement are considered for convenience only and
         shall not have any effect or limit in interpreting the provisions of
         this Agreement.




10.     SOVEREIGN IMMUNITY
--------------------------

To the extent that a Party may be entitled to claim in any jurisdiction in which
legal proceedings may at any time be commenced with respect to this Agreement,
for itself or its activities, properties or assets any immunity either:

-        from jurisdiction of any court or arbitration
-        from attachment prior to judgment, from execution of a judgment or
         set-off

<PAGE>   90
                                       22







-        from any other legal process, and to the extent where such immunity
         could be granted by that jurisdiction,the Parties hereby irrevocably
         agree not to claim and hereby waive such immunity in respect of suit,
         jurisdiction of any court, attachment prior to judgment, set-off,
         execution of a judgment and from other legal process, as well as any
         immunity whatsoever.



11.     FURTHER ENGAGEMENTS
---------------------------


11.1.    The Parties respectively agree to execute and deliver such further
         instruments, papers and documents and to take the necessary measures
         that may reasonably be necessary or as may reasonably be requested for
         the purpose of carrying out the provisions of this Agreement.


11.2.    This Agreement shall be binding upon to the benefit of the Parties
         hereto and their respective duly authorized representatives, providing
         they have agreed to be bound.




12.     GENERAL CLAUSES
------------------------


12.1.    A Party shall be entitled to terminate this Agreement in the event of a
         material breach of any provision by the other Party.

         However, the termination can only occur in the event it has not been
         remedied within thirty days from the date of a written notice to the
         defaulting Party.

         A material breach shall be considered one which endangers the
         successful completion of operations and the general equilibrium of this
         Agreement.

12.2.    The responsibilities and liabilities of the Parties according to this
         Agreement shall survive after the expiry or termination.

<PAGE>   91
                                       23




         The expiry or termination of the Agreement or liabilities arising under
         this Agreement shall not affect the Parties' obligations expressly
         stated in this Agreement to survive, or expressly contemplated in the
         event of such expiry or termination.


13.     ENTERING INTO FORCE
---------------------------


This Agreement shall become effective when it has been signed by the duly
authorized representatives of the Parties and provided that the Joint Venture
Agreement has become effective.




In witness whereof the Parties have signed this Agreement drafted in French and
translated into English (French version being binding) in two original copies,
one for each party, by their duly authorized representatives.




place, date




For J.V.







For OMG-KCO.