Exhibit
10.17


CONTRACT
FOR SUPPLY AND INSTALLATION OF FUEL

STORAGE AND DISTRIBUTION SYSTEM TOGETHER

WITH FIRE PREVENTION AND EXTINGUISHING

SYSTEM


CONTENTS

ARTICLES:


	
 

	
 

	
 


	
1.

	
CONTRACT
  OBJECTIVE

	
 


	
2.

	
TECHNICAL
  DOCUMENTS AND PERSONNEL TRAINING

	
 


	
3.

	
GUARANTEES

	
 


	
4.

	
SCOPE OF
  SERVICES

	
 


	
5.

	
OBLIGATIONS
  OF THE CONTRACTOR

	
 


	
6.

	
OBLIGATIONS
  OF THE CUSTOMER

	
 


	
7.

	
PRICE AND
  GLOBAL VALUE OF THE CONTRACT

	
 


	
8.

	
CONDITIONS
  OF PAYMENT

	
 


	
9.

	
CONDITIONS
  AND TERMS OF DELIVERY

	
 


	
10.

	
TERM OF THE
  CONCLUSION OF WORKS

	
 


	
11.

	
PENALTIES

	
 


	
12.

	
CONFIDENTIALITY

	
 


	
13.

	
INSURANCE

	
 


	
14.

	
RESCISSION

	
 


	
15.

	
DOCUMENTS OF
  THE CONTRACT

	
 


	
16.

	
DISSOLUTION

	
 


	
17.

	
TERMINATION

	
 


	
18.

	
FORCE MAJEUR

	
 


	
19.

	
ARBITRATION

	
 


	
20.

	
CESSION OF
  RIGHTS

	
 


	
21.

	
CONTRACT
  LANGUAGE

	
 


	
22.

	
ANNEXES

	
 


	
23.

	
ENTRY IN TO
  FORCE

	
 





ARTICLE 1- CONTRACT
OBJECTIVE


1.1 The
objective of the present CONTRACT is the elaboration of all detailed projects,
manufacture and delivery on CIF — Luanda (Angola) terms by sea and by air (for
the most sensible materials) of all the materials and equipment necessary for
the installation of the Fuel Distribution System, including fire protection
system, at the mining area of the CUSTOMER situated in the province of
Lunda-Sul, Republic of Angola.






1.2 The
services include the execution of civil construction works for implantation,
mounting, installation, automation (including control software) tests and
commissioning of the equipment necessary for the functioning of the Fuel
Reception and Distribution System, including fire protection, as well as its
adjustment for start and perfect operation according to the operational
necessities of the CUSTOMER.


1.3 The above
deliveries and services must be in accordance with the technical quality
standards required in the general guidance preliminary established by the
CUSTOMER, which are adjusted and referred to in the proposal of the CONTRACTOR,
which hereafter is an integrant part of this CONTRACT.


ARTICLE 2-
TECHNICAL DOCUMENTS AND PERSONNEL TRAINING               


2.1. The
CONTRACTOR shall deliver the necessary operation and maintenance manuals
referring to the equipment and all the installed systems in Portuguese and in
English.


2.2. The
approval of the operation and maintenance manuals shall be an essential
condition for the issuing of the certificate of the conclusion of works.


2.3. The complete
training in all the aspects of operation and maintenance of the installed
systems will be performed at site at the mining area of the CUSTOMER in
Portuguese with the opportune presentation of the contents, duration in hours
and all the details of the training program. The CUSTOMER will indicate
personnel with adequate technical education for the training process.


ARTICLE 3-
GUARANTEES


3.1. The
CONTRACTOR will assume during the period of guaranty at its own expense the
repair and the reposition of all the equipment, materials, parts and other
components against defects in workmanship.


3.2. The
period of the guarantee will be of , 2 (two) yeas since the commissioning date,
transference of responsibilities and the formal acceptance of works by the CUSTOMER
with the issuing of the Certificate of the Conclusion of the Works.


3.3. The
Certificate of the Conclusion of the Works will be issued only after the
CONTRACTOR makes the complete demonstration of the installation and the
functioning of all the components belonging to the Fuel Distribution System,
including the Fire Protection System according to the list of the equipments
specified in this CONTRACT.


3.4. In case
of the proved omission by the CONTRACTOR to fulfill the eventual repairs of the
equipment, the CUSTOMER may take measures that he considers necessary, being
all the costs inherent of such a repair or reposition imputed to the
CONTRACTOR, under the condition that the found solution would be economically.
the most optimized. Proved omission means that the CONTRACTOR was notified
several times, but did not take any needed provisions.






ARTICLE
4-SCOPE OF WORKS


4.1 With the
implementation of the Fuel Distribution System, including the Fire Protection
System, in accordance with general orientations of the CUSTOMER, aiming to
attend its actual needs, the CONTRACTOR undertakes to reach the following
purposes:


4.1.1
Implement the monitoring of fuel quantities which enter to the CUSTOMER’s
tanks, allowing accomplishing its measuring and quality control;


4.1.2 Increase
the actual storage capacity of fuel, by 1000 m3 for Diesel and 30 m3 for
gasoline;


4.1.3
Implement fuel pumping systems for the heavy equipments, vehicles and the
generating station;


4.1.4 Install
tanks and filling stations for heavy and passenger cars.


4.1.5 Install
automatic monitoring system that will register the entrance and the consumption
of the fuel at the filling stations.


4.1.6 Install
the electronic system with a computerized monitoring station;


4.1.7 Install
automatic foam fire suppression systems in all storage and distribution areas;


4.2 In order
to reach the objectives referred to in the previous item, the CONTRACTOR will
do the following:                


4.2.1 About
the Fuel Distribution System:


• Build and drive
the piping, the covered fuel discharge area, two fuel-filling columns and a
computerized monitoring system with filters and a measuring and quality control
system. There will be two different individual stations and independent control
panels with the 60 m3 per hour conveyance capacity.


• Build and drive
the piping and one fuel-filling station that would be able to pipe fuel to
distances and in quantities necessary to support the fuel-filling stations and
generators. This fuel-filling station will also filter and monitor the quality
of the fuel, piped from the store tanks.


• Build and drive
the piping, two covered Diesel fuel-filling stations for loaders and trucks.
Each fuel-filling station will have two Diesel columns, four all in all, with a
capacity to fill up four loaders and trucks at the same time; all fuel-filling
stations will have card and individual fuel-filling card readers to monitor and
register the consumption of the fuel.






• Install and drive
the piping, one 500 m3 Diesel tank to store the fuel for the fuel-filling
stations.


• Build and drive
the piping and a fuel-filling station for Diesel passenger cars. The station
will have two Diesel columns with the capacity to fill up two passenger cars
simultaneously; each fuel-filling station will have card and personal fuel card
readers to monitor and register the fuel consumption.


• Build and drive
the piping and one gas-filling station. The station will have two gas columns
with the capacity to fill up two passenger cars simultaneously; each
fuel-filling station will have card and personal fuel card readers to monitor
and register the fuel consumption.


• Build and drive
the piping and one 30 m3 gas tank for gas storage for the fuel-filling
stations.


• Build and drive
the piping and one 500 m3 Diesel tank for the storage of the fuel for the
generators.


• Build a quality
control system monitored by a computer and an electronic card reader to be
installed in every fuel reception point.


• Train supervisors
for the system monitoring and maintenance:


4.2.2 About
the Fire Protection System:


• Send labor force
and materials to get two 750 GPM — 125 PSI fire extension stations.


• Install three fire
prevention systems in two control rooms and in the water separation room.


• Furnish the humid
type fire protection in the fire extinguishing system room.


• Furnish and
install the underground ductile iron piping round the water storage tanks and
the fuel isolation system.


• Install 75 000
gallons water storage tanks (x 3 785 liters).


• Install two foam
systems within the Diesel fuel storage tanks launched manually.


ARTICLE 5
OBLIGATIONS OF THE CONTRACTOR


5.1 Appoint a
representative plenipotentiary to take decisions on behalf of the CONTRACTOR
for all the questions related with the carrying out of the present CONTRACT.


5.2 Deliver
all the equipment and accessories for the installation of the Fuel Distribution
System, new and in good operational condition, to the Port of Luanda — Republic
of Angola, in time stipulated in the present CONTRACT, assuming all the costs
of freight, insurance, packing, customs taxes and others due according to the
legislation of the country of origin.






5.3 Train the
personnel of the CLIENT on site to operate and maintain the equipment so that
it can operate and make the necessary maintenance independently;


5.4 Notify the
CUSTOMER immediately by fax or e-mail of the shipment of the equipment,
remitting the shipments (bill of lading and invoice) and the respective CRF
passed through BIVAC in the country of origin, as well as the transport company
data, the name of the ship an the date of departure.


5.5 Pack the
equipment so to maintain its integrity during handling and transportation,
deliver the packing list, and to identify the volumes marking the following
information in Portuguese and English:


	
 

	
 


	
•

	
Consignee


	
 

	
 


	
•

	
Seller


	
 

	
 


	
•

	
Number of
  the Contract


	
 

	
 


	
•

	
Number of
  Pack


	
 

	
 


	
•

	
Gross weight


	
 

	
 


	
•

	
Net weight


	
 

	
 


	
•

	
Dimensions





5.6 Be
responsible for the payment of salaries, per diems, overtime of its employees,
including all social and labor costs, health insurance and life assurance, and
accident insurance or any other type of costs that may be due, as per
applicable laws of the country of origin and of the Republic of Angola.


5.7 Use
workmanship, tools and equipment that would be found necessary for the
dismounting and mounting of the equipment within the quantities and
qualifications necessary for the perfect performance of the terms, qualities
and guarantees foreseen in this CONTRACT and which inclusively allow its
transportation from Luanda to Catoca.


5.8 According
to the terms of the present CONTRACT, the CONTRACTOR assumes and carries all
the responsibility for the construction (concrete casting, electric lines,
etc., steelwork and other building activities), mounting, installation and
commissioning of the Fuel Storage and Distribution System and fire prevention
and extinguishing system, covered by the present CONTRACT, as well as for its
materials and equipment, while the CUSTOMER shall not carry any responsibility
for these activities if they are expressly stipulated in the contractual
documents;


5.9 Be
responsible for travel of its personnel to the City of Luanda - Angola, as well
as for all fees necessary for obtaining entry and exit visas and air tickets


5.10 Be
responsible for travel, conveyance, accommodation expenses of its personnel
outside Angola, as well as for all fees necessary for obtaining entry and exit
visas at the country of origin.


5.11 Pay costs
for private communication and personal use of materials that the CUSTOMER may
supply to the CONTRACTOR or to its employees.






5.12 The
CONTRACTOR shall pay costs incurred on the eventual evacuation of its employees
for health treatment abroad, as well as all medical conveyance costs.


5.13 Keep
secret regarding the documents and the information of the CUSTOMER which would
become known to him, except of the contrary indication of the other party.


ARTICLE 6—
OBLIGATIONS OF THE CUSTOMER


6.1 To appoint
a representative with control and management authority who will have a right to
decide in the name of the CUSTOMER questions related to the execution of the
CONTRACT.


6.2 To pay in
time all obligations under the present CONTRACT;


6.3 Assume all
charges with import of the equipments and materials within the scope of this
CONTRACT, as well as all costs of delivery from Luanda port to Catoca mines;


6.4 To take
responsibility of preparation works in the area where the systems will be
installed, such as cleaning, ground works and topography, as well as trenches
digging for fuel piping;


6.5 To bring
water and electrical lines to the installation site, to the points indicated by
the CONTRACTOR;


6.6 To appoint
two groups of duly formed technicians for training under the clauses 2.3 and
5.3; one will take the course of operations and the other, of maintenance;


6.7 The
CUSTOMER will provide seats on its chartered flights Luanda/Catoca/Luanda for
the CONTRACTOR’s technicians;


6.8 To provide
accommodation, meals and transportation at Catoca to the CONTRACTOR’s
technicians within the scope of the CONTRACT’s objective;


6.9 To make
available transportation, access and movement of the technicians and other
personnel of the CONTRACTOR in the mining area during their stay at Catoca;


6.10 To
provide basic medical assistance to the CONTRACTOR’s staff or its
subcontractors at the CUSTOMER’s premises.


ARTICLE 7
PRICE AND TOTAL VALUE OF THE CONTRACT


7.1 The
CUSTOMER will pay to the CONTRACTOR the ‘supply of goods CFR Port of
Luanda/Airport of Luanda included in the scope of this CONTRACT a total and
fixed price not subject to adjustment of 2.050.000,00 (two millions fifty
hundred US dollars).






7.2 The
CUSTOMER will withhold 5.25%, as an advance payment of the Entrepreneurship tax
established by the law 7/97 of 10`h of October 1997; of the amount of USD
143,500.00 (one hundred forty three thousand and five hundred US dollars), that
means 7% (seven percent) of the contract value to pay assembly, installation
and commissioning works.


ARTICLE 8
TERMS OF PAYMENT


8.1 The
CUSTOMER will pay to CONTRACTOR the price agreed under the present CONTRACT in
the following order:


8.1.1 Down
payment, 12% (twelve percent) of the CONTRACT value, 246,000.00 (two hundred
forty six thousand US dollars) will be paid immediately after the confirmation
of the order:


8.1.2 Second
installment, 25% (twenty five percent) of the CONTRACT value, 512,500.00 (five
hundred twelve thousand and five hundred US dollars) will be paid on
presentation of Bill of Lading;


8.1.3 Third
installment, 20% (twenty percent) of the CONTRACT value, 410,000.00 (four
hundred ten thousand US dollars) will be paid on receiving of all goods at the
port of Luanda;


8.1.4 33%
(thirty three percent) of the CONTRACT value, 676,500.00 (six hundred seventy
six thousand and five hundred US dollars) will be paid by monthly installments
according to the degree of development of installation and assembly works;


8.1.5 The last
part, 10% (ten percent) of the CONTRACT value, 205,000.00 (two hundred five
thousand US dollars) will be paid on accomplishment of full commissioning phase
for all the systems installed.


8.2 The
CUSTOMER shall emit an irrevocable and confirmed Letter of Credit of USD
1,350,000.00 (one million three hundred fifty thousand :US dollars) as
guarantee for payments established in the item above. The banking expenses of
the Letter of Credit will be shared by Parts.


8.3
Confirmation of bank transfer to the CONTRACTOR’s account will be accepted as
proof of redemption of respective liabilities.


8.4 All
expenses related to the transfer of funds shall be carried by the CONTRACTOR or
CUSTOMER in their respective countries of origin.


ARTICLE 9 -
TERMS OF SUPPLY, SCHEDULE AND COMMISSIONING


9.1 The
CONTRACTOR undertakes to supply the equipment specified under this CONTRACT
before 31 of August, 2008. The supply date is understood as a date of shipment
from the port of origin.


9.2 All the
prices for supplying equipment under this CONTRACT include costs of packaging
and necessary protection for normal conditions of sea freight and storage at
the port of origin;






9.3 Should the
cargo be damaged or lost while under the responsibility of the CONTRACTOR, the
latter will compensate the loss to the CUSTOMER, repaying the cost of the lost
cargo or replacing it;


9.4 All
transported cargo (where applicable) will have its packaging numbered and will
be accompanied with a Packing List which will contain the name, the dimensions
and the gross and net weight. Packing Lists will be shipped in water-resistant
envelopes.


9.5 All the
packages will be clearly marked with permanent ink, in Portuguese, with
information specified in paragraph 5.5 of this CONTRACT.


ARTICLE 10—
SCHEDULE OF WORKS


10.1 The
CONTRACTOR shall indicate ASAP the technicians for the construction, mounting
and installation works, tests, commissioning and adjustment for use according
to the following schedule, if no alterations are introduced into the
construction program by the CUSTOMER.


	
 

	
 

	
 


	
Target

	
 

	
Conclusion Period


	
Building
  works

	
 

	
Up to 47
  days on receiving of materials in Catoca


	
Assembly of
  the distribution system

	
 

	
Up to 42
  days on receiving of materials in Catoca


	
Fire protection
  system

	
 

	
Up to 45
  days on receiving of materials in Catoca


	
Electrical
  installations

	
 

	
Up to 35
  days on receiving of materials in Catoca





10.2 All works
under this CONTRACT including commissioning will be concluded and ready for to
hand over to the CUSTOMER 70 days after receiving of materials and equipment in
Catoca.


10.2 The
CONTRACTOR and the CUSTOMER will work out a timetable of the execution of
works, on the basis of the dates here agreed, to be approved by both Parties
immediately after the arrival of the technicians and before the services begin;


10.3 Training
in all aspects of operation and maintenance will be carried out in the course
of works. The training will be given to the technical teams presented to the
CONTRACTOR.


ARTICLE 11-
PENALTIES


11.1
Considering items 10.1 and 10.2, should any of the parties cancel the CONTRACT
or fail to fulfill its obligations without a fair cause excepting Acts of God,
it will indemnify the other party the cost of damage resulting from it.


11.2 The
CONTRACTOR will assume the responsibility for the loss of the benefits and for
the subsequent damages, direct or indirect, to the CUSTOMER because of the
defective or unconformable with the specifications goods delivered or because
of the incorrect installation, delay, non-delivery or non-installation.






ARTICLE 12
CONFIDENTIALITY


12.1 All
information deemed confidential shall be identified and treated as such and may
not be used for any other purpose other than that resulting from the
contractual obligations;


12.2 The
Parties are hereby obliged to abide by the rules of confidentiality over this
CONTRACT for a period of 10 (ten) years pursuant to issuance of Term of
Acceptance, object of this CONTRACT;


12.3 Public
information or the information that was known to the Parties before this
CONTRACT, as well as/or legal documentation shall not be considered
confidential;


12.4 It is
prohibited to the CONTRACTOR to make declarations to third parties about the
nature or process of works related to the contracted services, except by
request or approval of the CUSTOMER.


ARTICLE 13 -
INSURANCE


Besides the
responsibilities already mentioned in this CONTRACT, it will be a
responsibility of the CONTRACTOR to insure its representatives and employees
and their actions in relation to the thirds, as well as their property.


ARTICLE 14
RESCISSION


14.1 This
CONTRACT may be rescinded unilaterally, irrespective of notice, amendment or
judicial ruling under the following conditions;


14.1.1
Repeated complaints, a lot of warnings issued by the CUSTOMER, due to deficient
services and/or defects specifically related to this CONTRACT;


14.1.2 Where
any of the Parties transfers its contractual position without the prior consent
of the other Party. Such consent cannot be denied without just cause.


14.2 An
alteration of circumstances, conditions or legal situation, which prevailed at
the time of the implementation of this CONTRACT, and recognized by both
Parties, if it is not possible to come to agreement regarding to the due
settlement of the new situation;


14.3 Where one
of the Parties pretends to leave the CONTRACT, this Party should inform the
other Party and return to the other Party all it has received from it 30
(thirty) days before the date of the rescission as minimum.






ARTICLE 15—
DOCUMENTS OF THE CONTRACT


The load,
objective of this CONTRACT, will be accompanied by the following documentation:


	
 

	
 

	
 


	
•

	
Original of
  the Bill of Lading (B/L)

	
1 copy;


	
•

	
Copies of
  Bill of Lading (B/L)

	
2 copies;


	
•

	
Certificate
  of Origin of the equipment issued by the manufacturers

	
1 copy;


	
•

	
Manufacturer
  Warranty Certificate

	
1 copy;


	
•

	
Packing List

	
1 copy;


	
•

	
Copy of the
  insurance policy

	
1 copy;


	
•

	
Copy of the
  Certificate of Inspection issued by BIVAC

	
1 copy;


	
•

	
Technical
  Documentation

	
1 copy.





ARTICLE 16 —
DISSOLUTION


The CONTRACT
may be dissolved irrespective of protest, judicial or extrajudicial
notification or injunction of the defaulting Party, besides cases provided for
by law, in the following cases:


16.1 Where any
of the Parties transfers its contractual position without the prior consent of
the other Party;


16.2 Where the
CONTRACTOR, due to its fault, delays the fulfillment of the deadlines agreed
upon between the Parties for more than 60 (sixty) days, without written,
consent of the CUSTOMER;


16.3 Where the
CONTRACTOR or the CUSTOMER declare bankruptcy or file for judicial bankruptcy
composition;


16.4 Where the
CUSTOMER defers in the payment of any part due to the CONTRACTOR more than 30
(thirty) days by virtue of this CONTRACT, without the respective written agreement
of the CONTRACTOR;


16.5 Where,
for reasons of Force Majeure, promptly communicated to the other Party, the
CUSTOMER or the CONTRACTOR is unable to fulfill their contractual obligations
herein.


ARTICLE 17
TERMINATION


The simple
acts of tolerance of any of the Parties, related to default in any of the
contractual obligation by the other Party, shall neither in any way, imply the
novation of this CONTRACT, nor the relinquishment of any of the rights or
intentions that the CONTRACT confers on such a Party.


ARTICLE 18 —
FORCE MAJEURE


18.1 Any delay
in fulfillment or default in any of the contractual obligations by any of the
Parties shall not constitute a violation of this CONTRACT and shall be
justified, if and in to the extent that they are caused by a Force Majeure
situation;






18.2 “Force
Majeure” shall be understood to be all and any circumstance that is beyond the
reasonable control of the Party affected by it, including natural occurrences
or natural disasters such as bad weather, floods, earthquakes, lightning and
storms, wars, declared or undeclared, sabotage, uprising, acts of public
enemies or banditry, civil disturbance, illegal and organized absenteeism of
employees from work, leading to the stoppage of work, and acts of public
authorities which are illicit or outside the scope of their competence;


18.3 The Party
that evokes the “Force Majeure” situation shall inform the other Party of such
fact, in writing, within the shortest possible time, and of its possible
duration, while simultaneously taking. all reasonable measures, within their
reach, to remove, prevent the spread or reduce the effects of the “Force
Majeure”;


18.4 The
default or delay period, together with the period needed to repair any damages
during this delay or losses resulting from it, shall be added to the period set
forth herein for fulfillment of the said obligation and of any obligation
related to it, and, consequently, shall be added to the validity of the
CONTRACT;


18.5 The
interruption of the activities or the extension of the duration of the CONTRACT
period due to “Force Majeure” situations, may, involve the review of the
relevant contractual provisions, with a view to re-establishing the conditions
that guaranteed the initial balance of the CONTRACT in the technical, economic
and financial areas;


18.6 Where,
however, such “Force Majeure” or extension of the period of its duration
requires the rescission of this CONTRACT, the CUSTOMER and the EXECUTOR shall
agree on respective terms and conditions.


ARTICLE 19 —
ARBITRATION


19.1 All
disputes and conflicts arising between the Parties on the validity,
interpretation and application of the provisions of this CONTRACT, shall be
resolved amicably, by mutual agreement;


19.2 Where
there is no agreement, the issue shall be resolved within thirty days after the
first change of notices in accordance with the Reconciliation and Arbitration
of the United Nations Commission on International Trade Law (UNCITRAL) on the
following conditions;


19.2.1 The
dispute shall be referred to the arbitration court, to be composed of one
arbiter appointed by each of the Parties involved and by the Chief Arbiter,
appointed by the other Arbiters. It they fail to come to an agreement, the
arbitration president will be chosen between the people uninterested in the
dispute by the court president of the higher authority with jurisdiction in
civil matters at the place of the arbitrage;






19.2.2 The
arbitration court will operate in the country that signed the 1958 New York
Convention on the Recognition and Execution of Arbitration Sentences and will
judge in accordance with equity (“ex aequo et bono”) and make its statement not
later than 4 months after it is formed;


19.2.3 The
decision of the court shall be final and binding on the Parties involved and
shall not be subject to appeal or review by any judicial authority;


19.2.4
Arbitration costs shall be borne by whoever and in whatever form as may be
decided by the arbitration court.


ARTICLE 20 -
CESSION OF THE WRIGHTS  


20.1 Any
cession, partial or total, of rights of any of the parties under the present
CONTRACT is prohibited, considered invalid and without effect without a
previous written notice of the other Party;


20.2 If one of
the Parties agrees to transfer its rights of the fulfillment of the contractual
liability, the other Party will have the right that it will use exclusively to
its own criteria to enter into negotiations about the cessation of rights and
to serve as a mediator, in everything related to the question and to inspect
the legal successor activity;


20.3 If one of
the Parties transfers its rights, the other will hold guaranteed its financial
and other terms of the present CONTRACT.


ARTICLE 21-
‘CONTRACT LANGUAGE


This CONTRACT
is worked out and signed in Portuguese and English. In case of any discrepancy
between the two languages, it will be resolved by the Parties on the basis of
common sense.


ARTICLE 22
ANNEXES


The present
CONTRACT has the following Annexes:


- ANNEX 1:
List of components and materials - technical specifications;


- ANNEX
2:.Timetable of supply and services execution;


- ANNEX 3: Map
of layout of the systems and its main components.


ARTICLE 23 —
ENTRY INTO FORCE


23.1 The
present CONTRACT, as well as its Annexes, shall enter into force on the date of
its signing by both Parties and will stay effective until it is fully fulfilled
by both Parties;


23.2 Any term
or condition that will contradict what is set forth herein or affect the
validity or the requirements of the present CONTRACT is invalid and unfeasible
in any circumstances or legislation;


23.3 Any
alteration of the present CONTRACT with the view of modifying its scope,
requirements or regulations must bare the written consent and the signature of
both Contractual Parties.






	
 

	
 

	
 


	
/s/ Jose Manuel A Ganga Junior

	
 

	
/s/ David Mishal


	


	
 

	



	
JOSE’ MANUEL A. GANGA JUNIOR

	
 

	
DAVID MISHAL


	
 

	
          CATOCA MINING SOCIETY

	
 


	
 

	
 

	
 


	
 

	
          /s/ Julius V Jackson

	
 


	
 

	


	
 


	
 

	
JULIUS V. JACKSON

	
 


	
 

	
MILLENNIUM GROUP WORLDWIDE INC.