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English Translation

Certified Copy



Documentof the
NotaryWolfgang GründerMagdeburg

I hereby certify the congruence of the
following copy with the original presented to me

Magdeburg, 19 March 2007

sgd. Gründer

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English Translation

|Roll of Deeds No. 7722007Negotiated
      in Magdeburg on 15 March 2007 appearing before me, | 
|-------------------------------------------------------------------------------------------- | 

Notary

Wolfgang Gründer

with offices in 39104 Magdenburg, Breiter Weg 10 a,

Mr. Klaus Dieter Theise, born 10 August 1956 in Lübeck
Residing at: 39104 Magdeburg, Kantstr. 5 Known personally

Not acting in his own name but rather

|a) | according to the data as the sole authorized managing
      director of the company below                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                         
|   | who declares that he is subsequently acting for
  the                                                                                                                                                                   
|   |                                                                                                                                                                                                                         
|   | GSA Grundstücksfonds Sachsen-Anhalt GmbH,
      headquartered in Magdeburg, recorded in the Trade Register of the
      Local Court of Stendal under HR B 108973, Business address: 39104
      Magdeburg, Kantstraße 5,

- hereinafter referred to as Seller -

|b) | as the authorized representative, subject to the approval
      in the form for the Land Register for the company called                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                       
|   | MAW Mansfelder Aluminiumwerk GmbH, headquartered
      in Hettstedt, recorded in the Trade Register of the Local Court of
      Stendal under HR B 215674, Business address: 06333 Hettstedt,
      Lichtlöcherberg 40

- hereinafter referred to as Purchaser -

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English Translation

The persons appearing, acting as reported, declare:

FOREWORD:

With the document from the notary Peter Krolopp in Magdeburg
(Roll of Deeds no.: 1032/2004) dated 26 October 2004, the Seller offered the
Purchaser the object of sale (property and machines) described in greater detail
in the above document under Sec. 1 for purchase. This offer is to be modified by
mutual consent. To avoid misunderstandings, the previous offer, in which
modifications will be made, will be reproduced in its entirety below.

|1. | In A. (Offer for the conclusion of a sales agreement for
      property and machines and equipment) the following changes are
    agreed:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------

1.01       I.2 (Binding
Term, Acceptance) will be changed as follows:

The Seller is irrevocably bound to this offer up to and
including 31 July 2010. The recipient of the offer may only accept the offer up
to this date. The agreement will be implemented if the recipient of the offer
declares in writing to a notary within the period named; the receipt of the
acceptance document by the Seller is not relevant.

1.02       I.4 (Power of Attorney
for Conveyance) will be modified as follows:

The Seller will grant the recipient of the offer a power of
attorney free of the restrictions of Art. 181 BGB (German Civil Code), after the
acceptance of the offer permitting the Purchaser to state or repeat the
conveyance for the Seller as well as to submit any and all declarations which
are required for or serve to execute the agreement. Here the principles of Part
B, with regard to the liability for presentation, are to be observed.

The notary certifying the conveyance is to be instructed only
to present the document which contains the conveyance after the provisions of
the sales agreement Part B Contents of the Sales Agreement Bo. 10.02 are
presented to the Land Registry.

The power of attorney expires at the end of 31 July 2010.

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English Translation

2.         In B.
(Contents of the Sales Agreement), the following modifications were agreed: 2.01
1 (Description of the Property)1.01 (Status of Land Register) will be modified
as follows

Land Register
    GroßömerLand Register office
    Hettstedt


Land register sheet
      
      1424No.
      Land
      Land parcel
      M2
      Type and location2
      271
      84,565
      Industrial and commercialEncumbrances in Sec. II
      
      No.1
      Easement (right of way) for the specific owner
        of the property 1394/130 of Land 2, Großörner districtNo. 2
      Easement (cable/pipe-break rights, natural gas,
        drinking water, process water, waste water and electrical energy line
        rights) for the specific owner of the properties No. 29, 36, 39, 50, 58
         entered in Großörner, sheet 1317  and the properties
        Nos. 18, 28 - entered in Großörner, sheet 1254No. 3
      Priority notice of conveyance regarding the
        partial area with a size of about 47,333 m2 for the Aluwerk Hettstedt
        GmbHEncumbrances in Sec. III
      
      No encumbrancesGSA Grundstücksfonds Sachsen-Anhalt GmbH


The purchase area consists of a location and size known exactly
in its nature to the parties to the agreement, with an approximate size of
30,977 m2 from the land parcel 271, which is marked in yellow in Appendix 1 of
this document.

2.02       No. 3 (Purchase
Option) will be completely cancelled.

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English Translation

**4.         
  PURCHASE PRICE AND PAYMENT OF THE PURCHASE PRICE**

**4.01**      
**Purchase price**

The net purchase price is EUR 2,844,000 (in words  two million
eight hundred and forty-four thousand euros). Of this sum, EUR 2,000,000 are
allocated for the machines listed in appendices 2 and 3.

Should the responsible tax authorities not accept this
distribution of the purchase price, this will be at the cost of the Purchaser.

Due to the fact that the Seller is acting with a fiduciary
mandate and on behalf of the State of Saxony-Anhalt, it is to be assumed that
the Seller is not authorized to deduct the input tax. Should the Seller
nevertheless be required to pay the value-added tax, this will be assumed by the
Purchaser and the purchase price will be increased accordingly.

**4.02**       **Due date of purchase price**

The purchase price falls due four weeks after the notary has
sent a written memo to the Purchaser that the following prerequisites
(conditions for payment being due) have been met.

**4.03**      
**Conditions for payment being due (to be monitored by notary)**

| | a) | The notary has a certified copy of the title in which the
      Seller is entered as the owner of the properties to be sold and that any
      notices to the benefit of the Purchaser are not superseded by encumbrances
      after the conclusion of the agreement; encumbrances in which the Purchaser
      has cooperated in or assumed may precede the notice.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                      
| | b) | The local government confirms that it has no purchase
      options or that these will not be exercised:                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                      
| | c) | The documents for the release of the property from
      mortgages to the extent agreed upon have been entrusted to the notary in
      deed form and the creditors do not request any price greater than the
      (net) purchase price for the free use of the release documents.                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                      
| | d) | The official permits required for this agreement are
      available.                                                                                                                                                                                                                                                                                                

To calculate the four-week deadline, the postal stamp of the
memorandum sent to the address of the Purchaser as noted in this document will
be decisive.

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English Translation

**4.04**       **Payment of Purchase Price**

When the notary has informed the Purchaser in writing, the
purchase price is to be paid, free of charges, onto the Sellers account at the
Norddeutsche Landesbank Magdeburg (BLZ 250 500 00) acct. no. 122 037 948 with
the reference 8539-7890-000.

**4.05**      
**Default**

The Purchaser is in arrears if the Purchaser does not pay the
purchase price within four weeks after the signing notary has sent the
memorandum on the due date for the payment (event in terms of Art. 286 (2) No. 2
German Civil Court); a separate reminder is not required. The Purchaser will
have to pay the statutory default interest, regardless of the obligation to pay
additional damages for being in default.

**4.06**      
**Transfer of the Ownership of the Objects Sold as per Appendices 2 and 3**

The parties are in agreement that the ownership of the objects
in appendices 2 and 3 will be transferred to the Purchaser on the condition
precedentthat the payment of the purchase price has been made.

The transfer of the objects of the sale as per appendices 2 and
3 occurs on the day after the payment of the purchase price due.

**5.         
  SUBJUGATION TO EXECUTION**

The Purchaser subjugates itself to the Seller for immediate
foreclosure for the purchase price of EUR 2,844,000 and default interest of 5 %
annually above the discount rate. Due to the principle of stipulation for the
foreclosure, the default interest is due starting with the day of the
certification of the acceptance of the purchase offer. Executable copies and
clauses may not be issued without proof of the settlement date. There is no
reversal of the burden of proof.

A reversal of the burden of proof is, however, not associated
with this so that it is the obligation of the creditor to prove the existence or
maturity of the claim in case a counter-claim is brought against the execution.

**8.         
  RIGHTS OF THE BUYER IN CASE OF DEFECTS**

**8.01**      
**General**

After the notary instructed the participants about the
differences between the agreements on properties and conditions and guarantees
as well as the statutory rights associated with them and the

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English Translation

opportunities, limitations and legal consequences of exclusions
of liability and the assumption of encumbrances, the participants continued.

**8.02**      
**Assurances**

The Seller assures that he is not aware of hidden defects and
that he is not maliciously concealing hidden defects.

The Seller does, however, assure that he is not aware of the
so-called co-usage rights of third parties as per the ZGB of the former GDR.

**8.03**       **Exclusion of liability**

The Purchaser has inspected the object of sale. The Purchaser
is purchasing this in the current, used, age-related condition. The rights of
the Purchaser for material defects of the property and the buildings or objects
purchased are excluded except where arranged in this agreement. This also
applies for any claims for damages, unless the Seller acted with intent.

The current condition is that existing at the time of the
acceptance of the offer. Neither is the Seller liable for defects arising after
this point in time.

**8.04**      
**Contamination**

The Seller does not vouch for the object of purchase being free
of ecological contamination, other environmental damage and hygienic burdens or
other environmentally relevant issues such as garbage or asbestos-containing
building materials (freedom from contamination). The freedom from
contamination is therefore not arranged or guaranteed as a characteristic.

**8.05**       **Notice of exemption**

| | a) | With the Notice of Exemption from the Halle Regional
      Council from 16 February 1996, the previous owner was partially exempted
      from the costs of the public-legal responsibility and private liability
      claims for damages which were caused by the operation of equipment or the
      use of the property prior to 1 July 1990 and from which a hazard for the
      public safety and order arises as well as from corresponding damage
      claims. The Purchaser is aware of the exemption.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | b) | With the purchase agreement dated 18 February 2002 with
      the Aluhett Aluminiumwerk GmbH, the Seller assumed the rights resulting
      from the Notice of Exemption  to the extent that they were for that
      object of sale  and to the extent that these rights
are                                                                                                                                                                                                                                  

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English Translation

| |    | transferable and enforceable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | c) | The Purchaser will submit an application to the state
      agency for the exemption from contamination within three months of
      concluding the agreement to transfer the rights resulting from the Notice
      of Exemption from the Halle Regional Council from 18 February 1996 to the
      extent that these rights on the object of sale as per Article 1 of this
      agreement are applicable for the Purchaser. Should the Purchaser not
      submit this application within the three-month period, the Seller has the
      right to withdraw.                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | d) | The Seller provides no guarantee that the conditions of
      the Notice of Exemption of Contamination were met; the Purchaser waives
      the assertion of any claims against the Seller resulting from the notice
      and/or its transfer. The Seller is not obligated to take any measures
      which enforce the notice or that are necessary to maintain its validity.
      The Purchaser has no claim of any kind against the Seller or its legal
      predecessor on the basis of regulations contained in this section about
      the announcement of the Notice of Exemption of Contamination after the
      transfer of resultant rights to the Purchaser.

|8.06 | The Seller assures that - with the exception of no. 8.05
      d)  there are no official conditions which have not been met and that the
      Seller is not aware that the current usage contradicts public-legal
      regulations. The Seller assures that the Seller is not aware of building
      defects of which the Purchaser is not aware or which the Purchaser might
      not be justifiably aware of.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

**8.07**       **Rights and Encumbrances**

**a)**           
**Encumbrances in Section II and III of the Land Register**

The Seller is obligated to make the property sold free of
encumbrances and restrictions in the land register, to the extent that they are
not assumed by the Purchaser or authorized with the Purchasers approval. The
Purchaser assumes the following:

Encumbrances in Sec. II
    No. 1 and 2Encumbrances in Sec. III
    none


The Purchaser does not, in any case, assume any restoration
notices entered in the land register. Should there be such a note, the Purchaser
has the right to withdraw from the agreement.

**b)**           
**Building encumbrances and easements not entered**

Building encumbrances and easements not entered in the land
register will be assumed by the Purchaser. The Seller declares that he has not
initiated entries in the building encumbrances index

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English Translation

and that the Seller is not aware of any building encumbrances.
The participants were made aware of the possibility to inspect the building
encumbrances index.

**c)**           
**Contractual object in acceding territory**

The object of the agreement is located in the new German
states. In view of that fact the participants were instructed about the
particularities of real estate law in the new German states, in particular about
the possibility of the existence of in rem rights of usage, third-party building
ownership not listed in the land register and possible purchase options. The
Seller is not aware of the existence of such rights. The Seller, however, points
out that no investigations were conducted in this regard.

The Purchaser reserves the right to withdraw from the portion
of the contract pertaining to the law of obligations by means of a written
statement in a registered letter, if the there should be ownership of the
building and/or co-usage rights to the building and equipment (old rights) for
the object of the agreement stemming from the former GDR law and, within a
period of three months beginning with the delivery of the announcement by the
Seller to the Purchaser about the existence of such rights, the Seller has not
achieved an agreement on a waiver or another release of encumbrance from the
holder of the old rights. The right to withdraw is granted to the Purchaser only
if the Purchaser has informed the Seller of the existence of old rights within 6
months after the effective conclusion of this agreement (effective acceptance of
the offer) and the withdrawal is stated at the latest 4 months after the
delivery of the above-mentioned announcement to the Seller.

**8.08**      
**Historical preservation**

The Seller assures that he is not aware that the object of the
agreement is historically protected as per the State Historical Protection Act.
It is a matter of the Purchaser to establish clarity in the matter.

**8.09**      
**Conditions of usage**

The object of the agreement is leased to the Purchaser.

Until the effective conclusion of the agreement (acceptance of
the offer) and payment of the purchase price due, the regulations between the
parties are defined by the existing lease.

**8.10**      
**Right of withdrawal**

In case

|- | the rights from the Notice of Exemption from the Halle
      Regional Council from 16 February 1996 are not transferred to the
      Purchaser to the extent which these rights of the object of the sale are
      described in Art. 1 of this agreement (see No. 8.05 (c)), or
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|- | other rights or encumbrances exist than those listed in
      No. 8.07 a,                                                                                                                                                                                                       

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English Translation

the Purchaser has a right of withdrawal. The right of
withdrawal must be stated to the Seller in a registered letter with return
receipt. The notary is to be informed with a copy. In case of a withdrawal, the
Seller will bear the costs of this document and its execution as well as the
rescinding of the agreement. In case of a withdrawal of the agreement the
Purchaser is obligated to immediately delete the entries in the land register
made to his benefit (and the financing mortgaging rights authorized at his
behest) at his costs.

The right of withdrawal by the Purchaser in this no. 8.10 is
limited to one year beginning with the date of the effective acceptance of this
offer.

(3) These changes in the offer for the conclusion of a sales
agreement for property and machines and equipment is on the condition precedent
that an agreement is concluded on the usage of the transverse parts plant and
the annealing furnace in the stamping hall.

The other arrangements in the sales offer (roll of deeds no.
1032/2004) of the notary Peter Krolopp in Magdeburg) from 26 October 2004 remain
unaffected by this first amendment.

The costs for this first amendment of the offer for the
conclusion of a sales agreement for property and machines and equipment related
to the modification of the sales object and the purchase price will be borne by
the Seller.

The costs for this first amendment of the offer for the
conclusion of a sales agreement for property and machines and equipment related
to the modification of the extension of the binding deadline will be borne by
the recipient of the offer.

Otherwise the costs for the offer from 26 October 2004 (Roll of
Deeds 1032/2004 of the notary Krolopp in Magdeburg) continue to apply.

The costs of this document will be borne in the following ratio
by the contractual parties

|- GSA Grundstücksfonds Sachsen-Anhalt GmbH | 1/3 
|------------------------------------------ | ----
|- MAW Mansfelder Aluminiumwerk GmbH        | 2/3.

This transcript was read to the persons appearing by the
notary, then approved by all those appearing and signed in their own hand by him
and the notary:

Sgd. Theise Sgd. Gründer, notary

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