Exhibit
10.28








State
registration No. 3231 as of “____” ______________ 2009





























ADDENDUM
No. 3





to
the Contract as of 15 July 1997 for mining of nickel-cobalt ore at
Novo-Shandashinsk and Kara-Obinsk deposits in Aktyubinsk oblast





between





MINISTRY
OF ENERGY AND MINERAL RESOURCES


of
the Republic of Kazakhstan





(Competent
Body)





and





“Kyzyl
Kain Mamyt”LLP





(Contractor)















































Astana,
2009





(English
Translation)

















Present
addendum No. 3 to the Contract for mining of nickel-cobalt ore at
Novo-Shandashinsk and Kara-Obinsk deposits in Aktyubinsk oblast of the Republic
of Kazakhstan (hereafter referred to as “Contract”) was made on 9 April 2009
between the Ministry of Energy and Mineral Resources of the Republic of
Kazakhstan (hereafter referred to as “Competent Body”) and “Kyzyl Kain Mamyt”
(hereafter referred to as “Contract”).





PREAMBLE





Whereas:





Sub-clauses
7, 8 and 9 in clause 1 of article 63, as well as clauses 1 and 2 of article 63-2
of the Law of the Republic of Kazakhstan dated 27 January 1996, No. 2828 “On
subsurface and subsurface use” provide for the obligations of the subsurface
user to use the goods, works and services of the Kazakhstan origin as well as of
the Kazakhstan personnel.





The
Competent Body and the Contractor have agreed to make the following changes and
amendments to the Contract:





1.
            Section
      1 “Definitions” of the Contract, shall be added clause 30 as follows:
      “Kazakhstan producer– individuals and legal entities of the Republic of Kazakhstan that
      produce the goods, perform works and render services of the Kazakhstan
      origin”.


2.
            Section
      1 “Definitions” of the Contract shall be added clause 31 as follows:
      “Kazakhstan origin
      (goods, works, services of the Kazakhstan origin) means the
      production (performance) on the Republic of Kazakhstan’s territory of the
      goods, works and services by individuals and (or) legal entities of the
      Republic of Kazakhstan”.


3.
            “Definitions”
      of the Contract shall be added clause  32 as
      follows:


“Kazakhstan content means the
percentage of annual volumes of:





–  Kazakhstan
personnel involved in the contract execution with breakdown by categories of the
personnel with indication of the certain percentage by each category in
proportion to the foreign personnel, the number of which should decrease by
years when the compulsory programs for training and  further training
of the Kazakhstan personnel progress;




–  the
cost of the goods, equipment, works and services of the Kazakhstan origin
purchased both directly and on subcontracts of the total cost of the goods,
equipment, works and services of the contractor.




4.
            Article
      7.2.7. in Section 7 “General rights and obligations of the parties” shall
      be amended as follows:




“The
equipment, materials and finished products produced in the Republic of
Kazakhstan must be used, provided that they comply with the requirements of the
legislation of the State on the technical regulation in the following
volume:




till
      2013
            till
      2015
            from
      2015Equipment,
      materials and finished products
            30%
            40%
            Not
      less than 50%














5.
            Article
      7.2.8. in Section 7 “General rights and obligations of the parties” shall
      be amended as follows:




“Kazakhstan  organizations
must be attracted for execution of the works and services in mining of
nickel-cobalt ore, including the use of air, railway, water and other types of
transportation, if such services meet the standards, price and quality
characteristics   ofsimilarworks and services
executed by non-residents of the Republic of Kazakhstan in the following
volume:


till
      2013
            till
      2015
            from
      2015Works
      and services
            70%
            80%
            90%


If in the
Republic of Kazakhstan some types of services are not available, services of
foreign organizations are used with consent of the authorized state body
permits.”


6.
            Article
      7.2.9. in Section 7 “General rights and obligations of the parties” shall
      be amended as follows




“In
mining of nickel-cobalt ore to prefer the Kazakhstan personnel and to provide
for the following distribution of the Kazakhstan percentage to the number of the
occupied personnel to perform works under the contract:





Personnel:
            till
      2013
            till
      2015
            from
      2015Top
      level managers
              Medium
      level managers
              Specialists
              Skilled
      labour
            80%
              80%
              90%
              100%
            90%
              90%
              100%
              100%
            100%
              100%
              100%
              100%





The
Contractor shall ensure the equal conditions and remuneration of labour for the
Kazakhstan personnel in relation to the engaged foreign personnel, including the
personnel engaged in subcontracting works”.





Other
clauses of the Contract, including all appendixes, addenda and amendments to it
not covered by the present Addendum remain unchanged and in effect to the full
extent.





Present
Addendum No. 3 is the integral part of the Contract as of 15.07.1997.





Present
Addendum No. 3 is signed in Astana on 9 April 2009 by the authorized
representatives of the Parties.








COMPETENT
BODY                                                                           CONTRACTOR





Ministry
of Energy
and                                                                           “Kyzyl
Kain Mamyt” LLP


Mineral
Resources of the


Republic
of Kazakhstan







____________________                                                                           ____________________









A.B.
Batalov                                                                                             
     D.S. Akhmetov




Executive
Secretary                                                                                     Acting
Director