EXHIBIT 4.10.1

                                   AGREEMENT
                                   ---------

         THIS AGREEMENT made as of this 15 day of November, 2001 BETWEEN:

                  CRYSTALLEX INTERNATIONAL CORPORATION, a corporation
                  incorporated under the laws of the Canada,

                  (hereinafter called "Crystallex")
                  - and -
                  STANDARD BANK LONDON LIMITED, a bank organized and existing
                  under the laws of England, in its capacity as agent for the
                  lenders under the Amended and Restated Loan Agreement, dated
                  as of October 22, 1998, amended as of October 12, 2001 and as
                  it may be further amended (the "MSG Loan Agreement"), among
                  Standard Bank London Limited, as Lender and Agent, Crystallex,
                  Minera San Gregorio S.A., a corporation organized and existing
                  under the laws of Uruguay and an indirect subsidiary of
                  Crystallex, as Borrower ("MSG"), and other parties,
                  (hereinafter called "Standard").

         WHEREAS, Crystallex and Standard wish to enter into this Agreement to
provide for the orderly disposition of the common shares of Crystallex owned by
Standard, including common shares of Crystallex acquired by Standard subsequent
to the date hereof;

         NOW THEREFORE in consideration of the mutual promises herein provided
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:

1.       The above recital is true and correct and is hereby incorporated into
         this Agreement. Unless otherwise specifically stated herein, all
         reference to monetary amounts shall be in United States ("US") dollars.

2.       As at the date of this Agreement, Standard represents to Crystallex
         that Standard owns 3,076,615 common shares of Crystallex, 1,826,615 of
         which are designated for the purposes of this Agreement as Tranche A
         Shares (the "Tranche A Shares") and 1,250,000 of which are designated
         for the purposes of this Agreement as Tranche B Shares (the "Tranche B
         Shares"). Any common shares of Crystallex acquired by Standard
         subsequent to the date hereof are designated for the purposes of this
         Agreement as Tranche C Shares, regardless of whether acquired on the
         same date or dates (the "Tranche C Shares"). The Tranche A Shares,
         Tranche B Shares and Tranche C Shares are collectively referred to
         herein as the "Shares."

                                      (1)

<PAGE>


3.       All Shares shall be valued at their Exercise Price, and it is
         understood that as at the date of issuance and for the purposes of this
         Agreement, the Tranche A Shares and the Tranche B Shares are valued in
         the aggregate at $5,586,011.65. The "Exercise Price" shall be
         determined in accordance with the terms of the Loan Repayment Rights
         Agreement, dated as of May 17, 1999, among Crystallex, Standard and MSG
         (the "LRRA"). Crystallex agrees to pay interest on the Exercise Price
         of the Shares, commencing on the earlier of the date such Shares are
         received by Standard or the Agent (as hereinafter defined), or on such
         balance thereof as may remain, from time to time, unrecovered by the
         sale of the Shares and the distribution of proceeds to Standard as
         hereinafter provided, at the rate per annum equal to LIBOR plus 2% from
         the respective dates of issuance of the Shares, until such sum shall be
         recovered in full by Standard. Such interest shall be paid commencing
         on January 31, 2002 and thereafter on the last day of each calendar
         month. LIBOR shall be determined in accordance with the definition in
         Schedule "A" attached hereto.

4.       The Tranche A Shares and the Tranche B Shares shall forthwith upon
         execution of this Agreement, and thereafter the Tranche C Shares shall
         upon issuance, be deposited with Salomon Smith Barney (the "Agent"), as
         agent for Standard, to be sold by the said Agent on Standard's behalf
         and acting upon the instructions of any one of Martin Botha, Donald
         Newport, James Verraster or Craig McMurray, who are hereby designated
         by Standard to act on its behalf, as follows:

         (a)  Standard may sell all or any portion of the Shares at any time in
              the US or Canada pursuant to and in accordance with: (i) the LRRA
              and (ii) any exemption from (A) registration under the US
              securities laws, including Rule 144 or Regulation S (collectively,
              "US Securities Laws), and the provisions relating to such
              exemptions in any Registration Rights Agreement between Crystallex
              and Standard relating to the distribution and sale of Shares in
              compliance with US Securities Laws (a "US RRA"), and (B) the
              obligation to file a prospectus under the Canadian securities laws
              ("CA Securities Laws"), and the provisions relating to such
              exemptions in any Registration Rights Agreement between Crystallex
              and Standard relating to the distribution and sale of Shares in
              compliance with CA Securities Laws (a "CA RRA"), which CA RRA may
              be included in or form part of the US RRA.

         (b)  Notwithstanding the provisions of Paragraph 4(a), and so long as
              Crystallex is not in breach of any of its obligations under this
              Agreement, the LRRA, a US RRA or a CA RRA, Standard agrees that it
              will not sell Shares pursuant to paragraph 4(a) during any period
              of time that it is able to sell all Shares permitted to be sold
              pursuant to Paragraph 7: (i) in the US on the American Stock
              Exchange ("AMEX") pursuant to a registration or registrations
              ("Registration") of any or all of the Shares in accordance with US
              Securities Laws and the US RRA, which Registration is then in
              effect and does not identify Standard as an "underwriter" in
              connection with any sale of the Shares by Standard (which the
              parties recognize is not in effect on the date hereof, and may not
              become effective in the future), or


                                      (2)

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              (ii) in Canada on the Toronto Stock Exchange ("TSE") (A) pursuant
              to a then current Prospectus (as defined in the LRRA) (which the
              parties recognize is not in effect on the date hereof, and may not
              become effective in the future), or (B) by holding the Shares for
              a period of 40 days or more prior to the sale thereof whether or
              not there is a current Prospectus, and in either case in
              accordance with the CA Securities Laws, a CA RRA, if any, and any
              applicable US Securities Laws, and (as to sales of Shares on the
              TSE) such Shares may be sold in the volume and within such periods
              of time as provided in Paragraph 7 and without adversely
              affecting, in the judgement of Standard, the market for or selling
              price of the Shares on the TSE. It is the express intent of
              Standard that no Shares will be sold under circumstances where
              Standard is an "underwriter" as to such sale under the US
              Securities Laws or where Standard has similar status under the CA
              Securities Laws.

         (c)  The Agent shall provide to the parties a report within three (3)
              days of the settlement date of each sale transaction and a monthly
              report with respect to Shares sold and proceeds realized and
              distributed pursuant to Paragraph 5. Proceeds shall be deemed to
              be received by Standard on the date of delivery by the Agent to
              Standard.

         (d)  It is understood and agreed that Shares are owned exclusively by
              Standard, will be sold for the account of Standard, and the
              proceeds of disposition shall be distributed only upon the
              instructions of Standard and in accordance with such instructions.

         (e)  Crystallex shall, within five (5) business days after request
              therefor by Standard, provide Standard with an opinion of counsel
              to Crystallex acceptable to Standard, as to (i) the effectiveness
              of any registration (or equivalent) of Shares in the US or Canada,
              (ii) whether Standard may sell any Shares in Canada under the
              Prospectus or on a basis exempt from the prospectus requirement of
              CA Securities Laws and without any other restriction after holding
              such Shares for a period of 40 days following issuance of such
              Shares.

5.       It is understood that the Agent shall first sell the Tranche A Shares
         and shall then sell the Tranche B Shares, on a "first in first out"
         basis. If the Tranche C Shares are received by Standard on more than
         one date, such Tranche C Shares shall be sold on the same "first in
         first out" basis. If, upon sale pursuant to any provision of this
         Agreement, the proceeds per share for any Shares exceed the aggregate
         of the issue price thereof and any interest accrued and unpaid in
         accordance with paragraph 3 hereof, such excess proceeds (the "Excess
         Proceeds") shall be held in trust by the Agent in an interest bearing
         account pending disposition of the balance of the Shares in the same
         Tranche. The balance of the proceeds in addition to the Excess Proceeds
         shall be paid forthwith to Standard. If, upon sale pursuant to any
         provision of this Agreement, the proceeds per Share shall be less than
         the said aggregate of the issue price and any interest accrued and
         unpaid in accordance with paragraph 3 hereof, the proceeds shall be
         paid in full to Standard and, to the extent that there are Excess
         Proceeds available, such Excess Proceeds shall be paid to

                                      (3)


<PAGE>


         Standard to be applied to any deficit. In the event, upon disposition
         of all the Shares, there is a deficit in payment to Standard under the
         provisions of this paragraph 5, Crystallex shall forthwith pay to
         Standard the amount of such deficit, in cash or, subject to the consent
         of Standard, by the issuance of further shares of Crystallex, subject
         to Crystallex obtaining any necessary regulatory approvals and
         complying with the provisions of this any other agreements between
         Crystallex and Standard, including any US RRA or CA RRA. In the event,
         upon disposition of all the Shares and application of the above
         provisions of this paragraph 5, there remain any Excess Proceeds, such
         Excess Proceeds shall be forthwith paid to Standard and Standard shall
         apply such Excess Proceeds to any obligations then owed to it pursuant
         to the MSG Loan Agreement.

6.       Mineras Bonanza C.A. ("Bonanza"), an indirect subsidiary of Crystallex,
         owes to Standard certain monies pursuant to the Credit Agreement, dated
         as of August 11, 2000, as amended, among Bonanza, Standard and other
         parties (the "Bonanza Credit Agreement"), which obligation is secured
         by assets owned by Bonanza and Revemin II C. A. ("Revemin"), another
         indirect subsidiary of Crystallex, situate in the Bolivar State of
         Venezuela, including assets known as the Tomi Mine and Revemin Mill. It
         is agreed that Crystallex shall, promptly at the request of Standard,
         cause the aforesaid assets as described in the Bonanza Credit Agreement
         and related security agreements among Bonanza, Revemin and Standard to
         be further assigned and pledged to Standard as security for any deficit
         in payment to Standard under paragraph 5 after disposition of all of
         the Shares. Standard and Crystallex shall, and Crystallex shall cause
         Bonanza and Revemin to, promptly execute any documentation prepared by
         counsel to Standard and reasonably acceptable to Crystallex, and take
         all action reasonably required to provide and perfect such security. In
         the event that Crystallex, Bonanza and/or Revemin fail to complete the
         actions described herein within 30 days following the request therefor
         by Standard, the provisions of and restrictions in paragraph 7 shall,
         at the option of Standard and upon notice to Crystallex, be null and
         void and of no further effect.

7.       The Agent shall sell during each Monthly Period (as hereinafter
         defined) during the term of this Agreement, commencing with the Monthly
         Period that begins on December 1, 2001, as many Shares as possible up
         to a maximum of, but no more than the aggregate number of Shares (as to
         the Tranche A Shares and Tranche B Shares, in the order provided in
         Paragraph 5 hereof) as shall equal the product of 10,000 and the number
         of available trading days in such Monthly Period, except as may
         otherwise be agreed by the parties in writing in regard to any Tranche
         C Shares. For example, if there are 20 trading days in a Monthly
         Period, 1,000,000 Tranche C Shares have been issued and the parties
         have agreed that up to a maximum of 50,000 Tranche C Shares may be sold
         in any Monthly Period, the Agent shall sell up to but no more than
         200,000 Tranche A Shares and Tranche B Shares in the aggregate, and up
         to but no more than 50,000 Tranche C Shares, during such Monthly
         Period. The parties agree that a formal accounting of the sale of
         Shares shall be provided quarterly, not later than the of the month
         following the end of such quarter, the first formal accounting to be
         provided on or before July 10, 2002. The performance of the Agent
         hereunder shall be finally reconciled on a quarterly basis. For the
         purposes of this Agreement, "Monthly Period" shall mean a period of
         time


                                      (4)

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         beginning at the opening of trading for Shares on the AMEX or TSE on
         the first day of a calendar month and ending at the close of trading
         for Shares on the AMEX or TSE on the last day of the said calendar
         month.

8.       This Agreement, and any addenda hereto, and the LRRA, are the sole
         agreements between the parties relating to the orderly disposition of
         Shares and shall replace and supersede any previous agreements, oral or
         written between the parties with respect to the orderly disposition of
         Shares.

9.       This Agreement may be executed in any number of counterparts, each of
         which shall be deemed to be an original and all of which when taken
         together shall be deemed to constitute one and the same agreement.

10.      Delivery of this Agreement by the parties may be made by facsimile
         transmission. A copy of this Agreement duly executed in several
         counterparts by the parties hereto and delivered by facsimile
         transmission shall constitute a valid and binding Agreement. Original
         documents may, but need not, be delivered to each of the parties within
         seven (7) business days from the date of execution.

11.      It is understood and agreed that the parties hereto will keep
         confidential (except for such disclosure to affiliated parties,
         solicitors, accountants, etc. or as may be appropriate in the
         furtherance of the orderly disposition of the Shares and except for
         such disclosures as may be required by law) all information with
         respect to the issuance and disposition of the Shares pursuant to this
         Agreement.

12.      This Agreement is governed by and will be construed in accordance with
         the laws of the State of New York applicable therein. Any litigation
         based hereon, or arising out of, under, or in connection with this
         Agreement or any course of conduct, course of dealing, statements
         (whether oral or written) or actions of the parties, shall be brought
         and maintained in the Courts of the State of New York or in the United
         States District Court for the Southern District of New York. Each party
         to this Agreement hereby expressly and irrevocably submits to the
         jurisdiction of such Courts for the purpose of any such litigation as
         set forth above and irrevocably agrees to be bound by any final
         judgment rendered thereby in connection with such litigation.

13.      This Agreement shall not be assignable by either of the parties without
         the express written consent of the other party.

14.      This Agreement shall enure to the benefit of and be binding upon the
         parties hereto and their respective successors and permitted assigns.

15.      In the event that any provision of this Agreement is invalid or
         unenforceable under any applicable statute or rule of law, the such
         provision shall be deemed inoperative to the extent that it may
         conflict therewith and shall be deemed modified to conform with such
         statute or rule of law. Any provision hereof which may prove invalid or
         unenforceable under any law shall not affect the validity or
         enforceability of any other provision hereof.


                                      (5)

<PAGE>


16.      Any provision of this Agreement may be amended and the observance
         thereof may be waived (either generally or in a particular instance and
         either retroactively or prospectively), only with the written consent
         of the Company and Standard. Any amendment or waiver effective in
         accordance with this Section 16 shall be binding upon Standard and the
         Company.

IN WITNESS WHEREOF the parties have executed this Agreement on the dates set
forth below their signatures, but this Agreement shall be effective for all
purposes as of the day and year first above written.


                                      CRYSTALLEX INTERNATIONAL
                                      CORPORATION

                                      Per: /s/ Daniel R. Ross
                                          --------------------------------------
                                      Authorized Officer
                                      Dated: Executive Vice-President
                                            ------------------------------------

                                      STANDARD BANK LONDON LIMITED

                                      Per: /s/ Craig McMurray
                                          --------------------------------------
                                      Authorized Officer
                                      Dated: DM Newport
                                             Head of Mining Finance
                                            ------------------------------------





                                      (6)


<PAGE>

                                  SCHEDULE "A"
                                  ------------

LIBOR, for the purposes of this Agreement means, relative to any interest
period, the offered rate of interest per annum which appears on Telerate Page
3750 (or such other page or service in replacement thereof as may be utilized by
banks generally from time to time for the purpose of displaying London
inter-bank offered rates for deposits denominated in dollars) as at 11:00 a.m.
(London, U.K., time) for the number of months (or different period) comprising
the applicable interest period, calculated at the date which is two business
days prior to the first day of the said interest period; provided, however, that
in the event that no such display rate is available at such time, the rate of
interest shall be fixed upon the agreement of Standard and Crystallex based upon
Standard's quotation for offers of dollar deposits to leading banks in the
London inter-bank market for a comparable interest period and in an amount
comparable to the balance remaining unrecovered by Standard under the terms of
this Agreement, and LIBOR shall equal the average (rounded upward to the nearest
four decimal places) of such quoted rates.